Exhibit 10.20
AGREEMENT
THIS AGREEMENT made effective this 1st day of October, 1994 by and between
XXXXXXXX XXXXXXX whose principal address is 00 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
(hereinafter "Stockholder") and INTRINSIX CORPORATION, a Massachusetts
corporations, with its principal address is 00 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000
(hereinafter "Company") contains the agreed upon terms and conditions under
which Stockholder shall sell back to the Company and the Company shall
repurchase all the shares of Company stock owned and held in the name of the
Stockholder as well as to define other aspects of the former and continuing
relationship between the Stockholder and the Company.
BACKGROUND
The Stockholder is currently serving as the Treasurer and as a Director of
the Company and is the owner of Forty One Thousand Eight Hundred and Ninety One
(41,891) shares of the Company's common stock, no par value ("Shares").
The Company desires to repurchase and the Stockholder desires to sell to
the Company the Shares currently owned by the Stockholder and to effect the
repurchase is willing to execute a Promissory Note and grant a security interest
in certain assets as set forth herein and in the Exhibits attached hereto.
The parties have concluded negotiations with respect to the terms of such
repurchase and the terms governing the restructuring of the Stockholder's
relationship with Company and wish to document such understandings.
NOW, THEREFORE, and in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the parties, intending to
be legally bound, hereby agree as follows:
1. Sale of Stock. The Stockholder hereby sells, transfers, and assigns all
of his right, title and interest in and to all Forty One Thousand Eight Hundred
and Ninety One (41,891) shares of stock in the Company currently held in the
name of the Stockholder for an effective price of Twelve ($12.00) Dollars per
share (of which Two ($2.00) Dollars shall be allocated to the Non-Compete
provision below) and in payment therefore, the Company agrees to execute, and
deliver to the Stockholder the Promissory Note attached hereto as Exhibit A. The
Stockholder represents that the foregoing is all of the shares and options as to
which he has any interest.
2. Security. As security for the payment of such Promissory Note, the
Company agrees to execute the UCC Financing Statement and Security Agreement
attached hereto as Exhibit B.
3. Resignation. The Stockholder will execute a resignation of his position
as Treasurer of the Company, a copy of which is attached hereto as Exhibit C and
the Company shall execute and file with the Secretary of State of the
Commonwealth of Massachusetts a Change of Officers and Directors form attached
hereto as Exhibit D.
4. Non-Competition. In consideration of the repurchase of the Shares, and
the Stockholder's resignation as Treasurer of the Company, the Stockholder
agrees that so long as the payments under the Note are made, and until the Note
is either paid in full or an event of default has occurred, not to accept
employment with any entity or engage in any activities, directly or indirectly,
which will be competitive with the current business or with demonstrably
anticipated business of the Company as of the date hereof. The foregoing will
not prevent the Stockholder from taking an equity position in any company which
may be involved in providing similar activities as part of a normal investment
program.
5. Indemnification. In consideration of the Stockholder's resignation as
an Officer of the Company, the Company agrees to indemnify and save harmless the
Stockholder from any and all claims, demands, cause of action, or proceedings,
including reasonable attorney fees based on any actions or inactions while the
Stockholder was listed as Treasurer of the Company.
6. Director. So long as the Promissory Note is in effect, the Company
shall retain the Stockholder as a Director of the Company.
7. Governing Law. This Agreement shall be governed exclusively by the laws
of the Commonwealth of Massachusetts.
8. Notices. All notices, requests, demands, or directions hereunder shall
be in writing and deemed effective three (3) business days after sent by
registered mail, postage prepaid, or Federal Express addressed as follows:
(a) To Stockholder: Xxxxxxxx Xxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
(b) With copy to: Xxxx X. Xxxxxx, Esq.
Vacovec, Mayotte & Singer
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
(c) To Company: Intrinsix Corporation
ATT: President
00 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
or to such other address as may be stated by one party to the other in a notice
given in the same manner herein provided.
9. Waiver. No failure by either party to take any action or assert any
right hereunder shall be deemed to be a waiver of such right in the event of the
continuation or repetition of the circumstances giving rise to such right.
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10. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of this
Agreement will remain in full force and effect.
11. Successors. This Agreement shall be binding on and shall inure to the
benefit of the parties hereto as well as their respective heirs, executors,
successors and assigns.
12. Assignment. Neither party shall have the right to assign or otherwise
transfer its rights or obligations under this Agreement except with the prior
written consent of the other party.
13. Entire Agreement. This Agreement, including the Exhibits, constitutes
the entire agreement of the parties with respect to the subject matter hereof,
and supersedes all previous agreements be and between the parties as well as all
proposals, oral or written, and all negotiations, conversations or discussions
heretofore had between the parties related to the subject matter. Any
modifications or additions to this Agreement must be in writing and signed by
both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first written above.
STOCKHOLDER
BY: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------------
DATE: 11/22/94
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COMPANY
BY: /s/ Xxx Xxxxx
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DATE: 11/22/94
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