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EXHIBIT 8.7
MANAGEMENT TERMINATION AGREEMENT
THIS MANAGEMENT TERMINATION AGREEMENT ("Agreement") is made as of
December 9, 1997 between AMERICAN ACCESS TECHNOLOGIES, INC. a Florida
corporation (the"Corporation"), and XXXXXX X. XXXXXXXX, an individual
("Xxxxxxxx").
WHEREAS, parties entered into a management agreement dated October 21,
1996; and
WHEREAS, Xxxxxxxx was issued shares of common stock of the Corporation
in exchange for future management services to the Corporation; and
WHEREAS, parties mutually wish to terminate and conclude the management
agreement.
THEREFORE, in consideration of the premises and covenants herein set
forth, it is agreed as follows:
1. Termination. Xxxxxxxx hereby resigns as an officer, director
and employee of the Corporation.
2. Agreement concerning Stock. Xxxxxxxx currently owns 400,000
shares of the Corporation's Common Stock and 70,000 $8.00
Stock Purchase Warrants. Xxxxxxxx hereby agrees to return
200,000 shares of such stock to the Corporation upon execution
hereof to be used for recruitment and incentives of officers,
directors and key employees. With respect to the remaining
200,000 shares, Corporation agrees to include such shares for
sale by Xxxxxxxx in its registration statement filed in
connection with its outstanding stock purchase warrants.
Xxxxxxxx agrees that he will not sell or transfer any
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such shares in an amount greater than 10,000 shares in any
month for the 24 months following execution of this agreement.
3. Trade Secrets. Xxxxxxxx agrees that he will not, for two years
from the date of this agreement, furnish or make accessible to
any person, firm, corporation or any other entity any trade
secrets, technical data, customer list, sales representatives,
or know-how including use of patents and patents pending
acquired by him during the term of his employment with the
Corporation which relates to the past and current business,
practices, methods, processes, programs, equipment or other
confidential or secret aspects of the business of the Company,
or its subsidiaries or affiliates or any portion thereof,
without the prior written consent of the Corporation, unless
such information shall have become public knowledge, other
than being divulged or made accessible by Consultant.
4. Non-disclosure. During the term of his engagement and for two
(2) years after the date of this agreement, Xxxxxxxx will not,
directly or indirectly, disclose the names of the
Corporation's customers, prospects or sales representatives or
those of its subsidiaries and affiliates or attempt to
influence such customers or representatives to cease doing
business with the Company or its subsidiaries or affiliates.
Xxxxxxxx shall communicate and make known to the
Corporation all knowledge possessed by him which he may
legally impart relating to any methods, developments, designs,
processes, programs, services, and ideas which concern in any
way the business or prospects of the Corporation and its
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subsidiaries and affiliates from the time of entering his
employment until the termination thereof.
5. Miscellaneous.
5.1 The failure of either party to enforce any provision
of this Agreement shall not be construed as a waiver
of any such provision, nor prevent such party
thereafter from enforcing such provision or any other
provision of this Agreement. The rights granted both
parties herein are cumulative and the election of one
shall not constitute a waiver of such party's right
to assert all other legal remedies available under
the circumstances.
5.2 Any notice to be given to the Corporation under the
terms of this agreement shall be addressed to the
Corporation, at the address of its principal place of
business, and any notice to be given to Xxxxxxxx
shall be addressed to him at his home address last
shown on the records of the Corporation, or such
other address as either party may hereafter designate
in writing to the other. Any notice shall be deemed
duly given when mailed by registered or certified
mail, postage prepaid, as provided herein.
5.3 The provisions of the Agreement are severable, and if
any provisions of this Agreement shall be held to be
invalid or otherwise unenforceable, in whole or in
part, the remainder of the provisions, or enforceable
parts thereof, shall not be affected thereby.
5.4 The rights and obligations of the Corporation under
this Agreement shall enure to the benefit of and be
binding upon the successors and assignees of the
Corporation.
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5.5 This Agreement supersedes all prior agreements and
understandings between the parties hereto, oral or
written, and may not be modified or terminated
orally. No modification, termination or attempted
waiver shall be valid unless in writing, signed by
the party against whom such modification, termination
or waiver is sought to be enforced.
6. Settlement. Parties acknowledge that accrued management fees will be
paid to Xxxxxxxx on or before January 15, 1998.
7. Arbitration. Parties agree that should any dispute arise in the
administration of this agreement, that the dispute shall be resolved
through arbitration under the rules of the American Arbitration
Association, with its location in Orange County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first written above.
Witness "Corporation" AMERICAN ACCESS TECHNOLOGIES,
Inc.
/s/
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/s/ By: /s/ Xxxxxx X. Xxxxxx
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Its: President
/s/ Xxxxxx X. Xxxxxxxx
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/s/ /s/ Xxxxxx X. Xxxxxxxx
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