EXTENSION AGREEMENT
This Extension Agreement (the "Agreement") is made and entered into as
of the 12th day of May, 1998, by and between IFS International, Inc., a Delaware
corporation (the "Company"), and Per Olof Ezelius, an individual residing at
00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the "Employee"),
based upon the following:
RECITALS
A. On or about January 30, 1998, the Company acquired Network Controls
International, Inc., a North Carolina corporation with its principal place of
business at Nine Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 ("NCI").
B. Pursuant to an Employment Agreement executed by and between NCI and
the Employee on January 30, 1998 (the "Employment Agreement"), the Employee is
employed by NCI as its President and Chief Executive Officer for an initial term
of three (3) years and three (3) months, commencing January 30, 1998, and ending
April 30, 2001, unless sooner terminated under the terms and conditions of the
Employment Agreement.
C. The Employee also executed a Covenant Not to Compete with NCI on or
about January 30, 1998 for a term of one (1) year, commencing upon expiration of
the Employment Agreement (the "Covenant Not to Compete").
D. The Company now desires to extend both the scope and term of the
Covenant Not to Compete in recognition of the exceptional performance of the
Employee's operating company (NCI) during the first three (3) months of
post-merger operation, as well as the Employee's long-term value in the
financial services marketplace, in exchange for consideration as set forth
below.
AGREEMENT
Now therefore in consideration of the recitals set forth above and the
mutual promises included in this Agreement, the parties agree as follows:
1. Incorporation of Recitals. The recitals set forth above are
incorporated herein by reference and made a material part hereof. Each party to
this Agreement agrees that this Agreement has been entered into for and in
consideration of the inducements contained in the provisions and recitals, as
well as those contained in the balance of this Agreement.
2. Covenant Not to Compete. The Employee hereby agrees to extend the
term of the Covenant Not to Compete from a period of one (1) year to two (2)
years, and further agrees that this Covenant Not to Compete shall include both
the Company and NCI activities, whereas before it was limited to NCI activities
only.
3. Grant of Shares. On the terms and subject to the conditions set
forth in this Agreement, the Company hereby grants to the Employee twenty-five
thousand (25,000) shares (the "Shares") of its common stock (the "Common
Stock"). The Employee acknowledges and agrees that the Shares have not been
registered under the Securities Act of 1933, as amended.
4. Grant of Options. On the terms and subject to the conditions set
forth in this Agreement, the Company hereby grants to the Employee twenty-five
thousand (25,000) options to purchase its Common Stock, each option entitling
the holder thereof to purchase one (1) share of Common Stock at an exercise
price equal to the fair market value of such Common Stock as of May 12, 1998
(the "Options"), pursuant to the 1998 IFS International, Inc. Stock Plan (the
"Stock Plan").
The Employee hereby acknowledges and agrees that the
qualification of the Options as "Incentive Stock Options" under Section 422 of
the Internal Revenue Code of 1986, as amended, is contingent upon the approval
of the Stock Plan by the stockholders of the Company. The Employee hereby
further acknowledges and agrees that in the event the Company does not receive
stockholder approval of the Stock Plan, the Options shall be non-qualified
options.
5. Cash Bonus. The Company hereby agrees to award the Employee with a cash
bonus equal to one hundred thousand dollars ($100,000), to be paid no later than
June 30, 1998.
6. Representations and Warranties of Employee. The Employee hereby
represents, warrants, covenants and agrees to and with the Company as follows:
(i) the Employee has the right, power and capacity to execute, deliver and
perform this Agreement and to consummate the transaction contemplated in it;
(ii) all performance by the parties to date has been in accordance with the
terms and conditions of the Plan and Merger Agreement between the Company, NCI
Holdings, Inc., NCI Acquisition Corp., and the Employee dated January 30, 1998
(the "Merger Agreement"), and there are no breaches outstanding of any nature
whatsoever; and (iii) this Agreement has been duly and validly executed and
delivered by the Employee and constitutes the Employee's binding obligation,
enforceable in accordance with its terms.
7. Representations and Warranties of the Company. The Company hereby
represents, warrants, covenants and agrees to and with the Employee as follows:
(i) the Company is duly organized, validly existing and in good standing under
the laws of its state, territory or province of incorporation or organization,
and has all requisite corporate or other power and authority to enter into this
Agreement; (ii) all performance by the parties to date has been in accordance
with the terms and conditions of the Merger Agreement, and there are no breaches
outstanding of any nature whatsoever; and (iii) this Agreement has been duly and
validly executed and delivered by the Company and constitutes the Company's
binding obligation, enforceable in accordance with its terms.
8. Miscellaneous.
8.1 Binding Effect. This Agreement shall inure to the benefit of and shall
be binding upon the parties hereto and their respective successors and assigns.
8.2 Governing Law. This Agreement shall be deemed to be made
in, and in any and all respects shall be interpreted, construed and governed by
and in accordance with, the laws of the State of New York.
8.3 Severability. If any term or provision of this Agreement
shall be determined to be invalid, illegal or unenforceable, then the remaining
part of this Agreement shall be separated from the invalid, illegal or
unenforceable term and shall not be affected thereby and shall continue in full
force and effect and shall be construed as if the invalid, illegal or
unenforceable terms had never been incorporated into it.
8.4 Headings. The paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
8.5 Further Assurances. Each party shall cooperate with the
other, and execute and deliver, or cause to be executed and delivered, all such
other instruments and take all such other actions as such party may be
reasonably requested to take from time to time in order to effectuate the
provisions and purposes of this Agreement.
8.6 Notices. Any notice which is given pursuant to this
Agreement shall be given by personal delivery or by express mail, Federal
Express, DHL or similar airborne/overnight delivery service, or by mailing such
notice by first class or certified mail, return receipt requested, addressed to
such party at the address set forth below, or to such other address as either
party from time to time may designate by written notice. Notices delivered by
overnight delivery service shall be deemed delivered the next business day
following consignment for such delivery service. Mailed notices shall be deemed
delivered and received in accordance with this provision three (3) days after
deposit in the United States mail.
If to the Company, notices shall be addressed to it at the following address:
Xxxxx X. Xxxxx, President
IFS International, Inc.
Rensselaer Technology Park
000 Xxxxxx Xxxx
Xxxx, Xxx Xxxx 00000
With a copy to:
Xxxxxx X. Xxxxxx
Xxxxxx & Woodbury
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
and
If to the Employee, notices shall be addressed to him at the following address:
Per Olof Ezelius
21308 Blakely Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
or at any such place or places or to such other person or persons as shall be
designated in writing by the parties hereto.
8.7 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
8.8 Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter. There are no warranties or representations made
by either party outside of this Agreement. This Agreement may be modified only
by a written instrument signed by each of the parties to this Agreement.
8.9 Arbitration. In the event that a controversy arises
between the parties hereto with respect to the subject matter hereof and/or the
transactions contemplated herein, the Company and the Employee hereby agree that
such controversy shall be settled by final, binding arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
and judgment rendered by the arbitrator(s) may be entered in any court located
in the County of Albany, State of New York, having jurisdiction thereof. In any
arbitration relating to this Agreement, the arbitrator shall apply New York law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
COMPANY:
IFS International, Inc.,
A Delaware corporation
By:
Xxxxx X. Xxxxx, President
EMPLOYEE:
Per Olof Ezelius
