EXHIBIT 10.4
Severance Arrangement between the Company and Xx. X. Xxxxx dated November 27,
2000.
November 27, 2000
Xx. Xxxxxxx Xxxxx,
000 Xxxxxxx Xx.,
Xxxx, Xxxxx 00000
U.S.
Dear Ray:
Re: Severance Arrangement
This letter will confirm our mutual understanding with respect to the severance
arrangements we have made in connection with the termination of your employment.
1. Your termination will be effective immediately.
2. XXxxxxxxx.xxx, Inc, ("the Company") will pay you one month's of base
salary as severance pay. This payment will be made in a lump sum no later
than ten days after you sign this letter of agreement. In addition, the
Company will pay your salary and vacation time accrued up to the date of
this letter.
3. You and your family members are eligible to continue your group health
insurance coverage in accordance with the federal COBRA law. Information
about your rights under this law and forms for electing continuation
coverage will be provided to you under separate cover. If you, or any of
your family members elect to continue this coverage, you will be
responsible for all the premium payments.
4. The Company shall deduct from the payments described in paragraphs 2 and 3
above any withholding taxes and similar required or authorized deductions.
5. The Company will pay for continuation of your Life and A. D. & D. benefit,
its current Canus Group Insurance Plan, for one month to December 27,
2000. Your long-term disability benefit terminates today. You have the
option to convert to an individual Life Insurance policy. However, you
must exercise this option within 31 days of today's date. Contact Xxxxxx
Xxxxxxx at Great West Life Assurance Company at (000) 000-0000 if you wish
to pursue this.
6. We will vest all 5,000 options, which will be awarded to you promptly
after the Company's annual shareholder meeting on December 11, 2000. You
will have five years to exercise these options.
7. Of the 100,000 common shares of XXxxxxxxx.xxx which comprise the Second
Tranche, as specified in the Asset Purchase Agreement, we will send you
50,000 shares and keep the balance.
8. XXxxxxxxx.xxx will retain an exclusive license to the PC Thermometer, "1st
Cav", and "early bird".
9. XXxxxxxxx.xxx will return ownership of the Vi-Spy technology to Tavisco,
and will retain a non-exclusive, non-revocable, royalty-free license to
use, modify, market, sub-license, and otherwise exploit Vi-Spy.
10. XXxxxxxxx.xxx will return ownership of the Tavisco name and all Tavisco
URLs to Tavisco.
11. You understand and agree that the Company's confidential information
belongs exclusively to the Company and that the confidential information
of the Company's customers or of other organizations with which the
Company does business remains their exclusive property. You agree that you
will not use or disclose any such confidential information, whether for
your benefit or for the benefit of another, and that you will hold and
treat such information as confidential information, unless you have
specific prior written authorization from the Company to disclose it. You
further understand and agree that your Non Disclosure Agreement with the
Company, shall remain in full force and effect following your termination
of employment.
12. Please return to the Company, all documents, tapes, notes and other
information or materials (and all copies) in your possession which contain
confidential information, whether relating to the Company or any of its
customers or other organizations. You will also return to the Company any
and all other documents, tapes, notes and other information or material
(and all copies) in your possession relating to the Company's business or
which are the property of the Company. You will cooperate with the Company
in carrying out the normal employee check out procedure, providing for
such matters as the return of any equipment or other Company property that
may have been assigned to you.
13. This letter contains the entire agreement between you and the Company (and
supersedes any prior communication, written or oral) with respect to your
employment by the Company and the termination of such employment, and with
respect to all matters pertaining hereto. This letter shall be in complete
and final settlement of any and all causes of action or claims that you
have had, now have or may now have, in any way related to or arising out
of or in connection with such employment and/or its termination or
pursuant to any federal, state or local employment laws, regulations,
executive orders or other requirements. In consideration of the severance
pay that you will receive under this letter agreement, you hereby release,
waive and discharge any and all such causes of action or claims against
the Company, its parent, subsidiary and affiliated organizations, and
their respective past, present and future directors, officers, agents,
employees, successors and assigns, and you hereby agree that neither you
nor any of your heirs or personal representatives will ever assert in any
forum any such cause of action or claim.
14. All payments to be made to you in accordance with the terms of this letter
agreement and the performance by the Company of its other obligations
hereunder, shall be conditioned on your continued cooperation with your
obligations hereunder.
If you agree to the foregoing, would you kindly sign and return the enclosed
copy of this letter, whereupon this letter and such copy will constitute a
binding agreement between you and the Company on the basis set forth above.
Yours very truly,
XXxxxxxxx.xxx, Inc.
Per:
/s/ Xxxxxxx X. XxXxxx
--------------------------
Xxxx XxXxxx
President & CEO
/s/ Xxxxxxx Xxxxx
----------------------
Xxxxxxx Xxxxx
