Letterhead of Siboney Corporation]
Exhibit
99.1
[Letterhead
of Siboney Corporation]
May 16,
2005
Xxxxxx X.
Xxxx
0
Xxxxxxxx Xxxx
St.
Louis, MO 63124
Dear Xx.
Xxxx:
We refer
to the Employment Agreement, dated July 1, 2003, by and between you and Siboney
Corporation, as amended (the “Agreement”). Capitalized terms used in this letter
and not otherwise defined shall have the respective meanings ascribed to them in
the Agreement.
The
Company has advised you of its position that it does not have any continuing
payment obligations to you under the Agreement and all accrued compensation due
you as of March 17, 2005, the date of termination of your employment, has been
paid in full. However, in order to provide for an orderly transition of your
responsibilities and without prejudice to its contractual and other rights, this
will confirm the Company’s intentions as follows:
1. The
Company intends to continue to pay you an amount equal to your annual base
salary of $250,000 per year, payable in accordance with the Company’s standard
payroll practices, during the period beginning March 18, 2005 and extending to
December 15, 2005, at which time the Company expects pay you a lump sum equal to
the remaining balance.
2.
Provided you timely and properly elect COBRA coverage under the Company’s health
insurance program, the Company intends to pay, during the twelve months
immediately following the date of termination of your employment, an amount
towards the cost of health insurance for you and your dependents that it paid at
the time of termination of your employment.
3. The
Company’s intention to continue the foregoing payments is dependent upon: (a)
your providing such assistance as is reasonably requested by the Company which
does not materially interfere with any other business activities in which you
engage; and (b) your complying with your obligations under the Employment
Agreement which continues in full force and effect in accordance with its terms.
Without limiting the generality of the foregoing:
(a) the
Company expects you to observe your post-termination covenants in the Agreement
as follows: Sections 7(b)(i) (non-disclosure); 7(b)(ii) (non-solicitation of
employees or agents); and 8 (confidentiality and proprietary rights);
and
(b) it is
the Company’s position that your non-compete and non-interference obligations
under Section 7(c) of the Agreement will remain in effect through at least March
17, 2006, and if the Company determines to extend those obligations for up to
six months thereafter, it presently expects to so notify you by February 17,
2006 and to continue to pay you an amount equal to your base salary during that
additional six-month period as provided in Section 7(c) of the
Agreement.
4.
Notwithstanding any other provision of this letter to the contrary, the Company
reserves all its rights in this matter, including its rights to terminate any
ongoing payments before the expiration of the term stated above and to seek to
enforce your post-termination obligations under the Agreement at law or in
equity.
|
Very
truly yours, | |
|
SIBONEY
CORPORATION | |
|
By
/s/
Xxxxxxx X.
Xxxxxxx
| |
|
Xxxxxxx X. Xxxxxxx, CEO |
Acknowledged:
/s/
Xxxxxx X.
Xxxx
Xxxxxx X.
Xxxx
May
23,
2005
Date
