Exhibit 10.3
EMPLOYMENT TERMINATION AGREEMENT
THIS EMPLOYMENT TERMINATION AGREEMENT (this "Agreement") is made and
entered into as of the 12th day of September, 2002, by and between TELS
Corporation, a Utah corporation ("TELS"), and Xxxx X. Xxxxxx, an individual
("Xxxxxx").
Premises
WHEREAS, TELS and Xxxxxx entered into that certain Executive Employment
and Severance Agreement dated as of March 1, 1994 (the "Employment Agreement");
and
WHEREAS, TELS has or will this day consummate and complete the
transactions contemplated by that certain Agreement and Plan of Reorganization
among TELS, TELS Merger Co., and Strategic Futures and Options, Inc. dated as of
August 16, 2002 (the "Reorganization Agreement"); and
WHEREAS, the Reorganization Agreement provides that prior to or
concurrently with closing of the transactions contemplated thereby, the
Employment Agreement shall be terminated; and
WHEREAS, Xxxxxx is an executive officer, director, and principal
shareholder of TELS and will benefit personally from the transactions
contemplated by the Reorganization Agreement; and
WHEREAS, the parties desire to enter into this Agreement to terminate
the Employment Agreement and the obligations of each party to the other
thereunder;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, TELS and
Xxxxxx agree as follows:
1. Termination of Employment Agreement. The Employment Agreement is
terminated effective as of the date hereof and any and all obligations of the
parties thereunder, including any obligations arising prior to the date hereof
which have not been performed as of the date hereof, are also terminated. As a
result, the Employment Agreement shall be of no further force or effect, neither
party shall have any obligation to the other party as a result thereof, and TELS
shall have no obligation to make any payments to Xxxxxx, including payments of
compensation that may have been accrued or postponed.
2. Terms of Agreement Acknowledged and Understood. The parties hereto
acknowledge, declare, and agree that the terms of this Agreement have been read
by them, have been reviewed by, and discussed with, their respective legal
counsel and are fully understood and voluntarily accepted.
3. Miscellaneous. The terms, covenants and conditions herein contained
shall be binding upon and inure to the benefit of the Parties and their
respective heirs, successors, transferees and assigns. This Agreement
constitutes the entire agreement between the Parties with respect to the subject
matter hereof and may only be modified by a subsequent writing executed by both
Parties. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement, and the balance the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms. This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the state of Utah.
DATED as of the date first above written.
TELS: TELS Corporation
a Utah corporation
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
President
Xxxxxx:
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
