EX-10.115
EMPLOYMENT TERMINATION AGREEMENT
THIS AGREEMENT effective as of January 30, 2002 is entered into by and
among Xxxxxx Xxxx ("Executive"), Spacelogix, Inc., a Delaware corporation
("Company") and Vizacom, Inc. ("Vizacom").
WITNESSETH
WHEREAS, Executive and Company are parties to that certain Employment
Agreement dated May 1, 2001 (the "Employment Agreement"); and
WHEREAS, Executive and Company wish to terminate the Employment Agreement,
and cancel all rights and obligations of either party thereunder, in exchange
for the consideration and other mutual agreements specified herein.
NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Termination of Employment Agreement. Executive's employment with the
Company and the Employment Agreement are hereby terminated effective December
31, 2001 (the "Termination Date") and Executive and Company are hereby
discharged and released from any further rights or obligations under the
Employment Agreement after such date, including without limitation, those
contained in Section 8a, 8b and 8c of the Employment Agreement but expressly
excluding those contained in Section 8d thereof which shall remain in full force
and effect.
2. Payment of Certain Compensation and Expenses. Upon receipt from the
Company and/or Vizacom of reimbursement from Metronexus of expenses incurred by
Executive in connection with such client through December 31, 2001, Company and
Vizacom jointly and severally agree to reimburse Executive for such expenses in
an amount not to exceed Five Thousand Dollars ($5,000.00). Upon the execution
hereof, the Company shall pay to Executive all compensation due to Executive
pursuant to the Employment Agreement through December 31, 2001 and $1,500.00 as
payment in full for all other unreimbursed expenses incurred by Executive on
behalf of the Company through the Termination Date.
3. Delivery of Vizacom Stock. Vizacom shall, as soon as reasonably
possible after the date of this Agreement, deliver to Executive such number of
shares of Vizacom stock as Executive is entitled to pursuant to the merger of
the Company and Vizacom based on Executive's ownership of 11,636 shares of
Company stock. Executive acknowledges that he is not entitled to vest in any
additional shares of Company stock pursuant to the Employee Stock Purchase
Agreement between Executive and Company dated May 1, 2001.
4. Release of Claims. The Executive hereby releases all claims he may have
against Vizacom and the Company, their directors, officers, shareholders, agents
and employees (collectively, the Releasees") individually or derivatively,
arising up to and including the date of execution of this Agreement and Release,
whether known or unknown, in law or equity, of whatever nature. The Executive
acknowledges that he may later acquire information or knowledge of a potential
claim against the Releasees after the execution of this Agreement and
acknowledges his intent to release any such claims arising up to and including
the date of execution of this Agreement
5. Successor and Assigns. This Agreement shall be binding on and inure to
the benefit of the parties and their respective heirs, executors,
administrators, legal representatives, successors and assigns. The parties
specifically acknowledge that this Agreement shall be binding upon Vizacom.
6. Law Governing and Jurisdiction. This Agreement shall be construed under
and governed by the laws of the Commonwealth of Massachusetts.
7. Tax Advice. The Executive acknowledges that he has not received tax
advice regarding any taxable impact of this Agreement and Release from Vizacom,
the Company or any of its agents. To the extent the Executive wishes to obtain
such advice, he acknowledges that he has done or will do so from sources other
than Vizacom, the Company and any of its agents.
8. Severability. If any portion or provision of this Agreement is held
unconstitutional, invalid, or unenforceable, the remainder of the Agreement will
be deemed severable, will not be affected, and will remain in full force and
effect.
9. Entire Agreement. This Agreement contains the full, final and exclusive
statement of the agreement of the parties hereto with respect to the matters
contained herein, and no promises, agreements or representations shall be
binding upon any of the parties unless set forth herein. The parties hereto
specifically acknowledge that this Agreement supersedes any prior agreements the
parties may have had, written, oral or otherwise. This Agreement has been duly
authorized on behalf of Company and Vizacom.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the date set forth above by their duly authorized
representatives.
Spacelogix, Inc.
By:/s/ Xxxxxx Xxxx By: /s/ Xxxx Block
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Xxxxxx Xxxx Name: Xxxx Block
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Title: CEO
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Vizacom, Inc.
By: /s/ Xxxx Block
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Name: Xxxx Block
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Title: EVP
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