(Xxxxx Xxxxxxx)
TERMINATION AND RELEASE AGREEMENT
Agreement made as of October 30, 1996 between Hungarian
Teleconstruct Corp. (the "Company"), and Xxxxx X. Xxxxxxx
("Xxxxxxx").
WHEREAS, the Company has employed Xxxxxxx, and the Company
and Xxxxxxx desire to terminate Xxxxxxx'x employment with the
Company, but only on terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Company and Xxxxxxx hereby
agree as follows:
1. Xxxxxxx hereby immediately resigns as a director of the
Company and all of its subsidiaries and affiliates, and resigns as
an employee and officer of the Company and all of its subsidiaries
and affiliates, effective October 20, 1996. Concurrently with the
execution of this Agreement, Xxxxxxx is returning all Company
property currently in his possession.
2. Xxxxxxx and the Company are parties to an Employment
Agreement, dated February 1, 1994 (which was modified on April 12,
1994 and on October 23, 1995), which includes a grant of Stock
Options, and a Stock Option Agreement, dated July 14, 1994.
Xxxxxxx represents and warrants to the Company that, other than
the agreements identified in the preceding sentence, there are no
other written or oral agreements governing his employment by the
Company (including related compensation and benefits), and that he
does not have, and will not seek, any severance, social welfare,
or similar rights under American or Hungarian law arising out of
the termination of his employment.
3. In full and final satisfaction of all of the Company's
obligations to Xxxxxxx arising out of or relating to his
employment and Xxxxxxx'x aforementioned employment agreement, the
Company shall pay Xxxxxxx the sum of $372,000.
Xxxxxxx shall retain his rights as a stock optionee,
which, with respect to those options granted under his employment
agreement, will continue to be governed by the terms of that
agreement. All options granted under the Company's 1993 Incentive
Stock Option Plan, as amended, must be exercised within five (5)
years of the date(s) such were options were originally granted,
notwithstanding any provisions of the plan or any option agreement
relating to acceleration of the exercise dates due to termination
of Xxxxxxx'x employment. If not exercised within five (5) years of
the date such options were originally granted, the grant(s) will
expire.
4. (a) Xxxxxxx, on his own behalf and for his heirs,
executors, administrators, successors and assigns, hereby releases
the Company, its Affiliates, and their respective present or
former predecessors, successors, assigns, directors, officers,
shareholders, agents, employees, and anyone acting for any of
them, from any and all claims of any kind arising in connection
with Xxxxxxx'x employment by the Company and the termination
thereof, including, but not limited to, claims for breach of or
interference with any alleged contract, wrongful discharge, and
any federal, state, or local discrimination laws, including,
without limitation, the age discrimination in Employment Act of
1967, as amended, and claims alleging defamation, intentional
infliction of emotional distress, or any other tort.
(b) The Company, its agents and affiliates, on their
behalf and on the behalf of their respective assigns, hereby
release Xxxxxxx and his heirs, executors, administrators,
successors, and assigns from any and all claims of any kind
arising in connection with Xxxxxxx'x employment with the Company
(including his service as a director of the Company) and the
termination thereof.
(c) Both parties acknowledge that the releases and waivers
granted in this Agreement will not release the Company or Xxxxxxx
from their respective obligations under this Agreement, and that
the releases and waivers do not waive rights or claims of Xxxxxxx
against the Company or the Company against Xxxxxxx which may arise
after the date of this Agreement is executed. In addition, as a
former director and officer of the Company, Xxxxxxx shall be
entitled, following termination of his employment, to
indemnification to the fullest extent permitted under the
Company's bylaws and the Delaware General Corporation Law, as
amended.
5. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. The parties
agree to submit to the executive jurisdiction of the federal and
state courts in the State of New York for any dispute arising
under or relating to this Agreement. The parties further agree not
to commence or continue litigation or other legal proceedings
relating to this agreement in any forum other than New York, and
waives any claim that New York is an inconvenient forum.
6. Any notice or other communication required or permitted
under this agreement shall be effective only if it is in writing
and delivered personally or sent by registered or certified mail,
postage prepaid, addressed as follows:
If to the Company:
Xxxxxx Xxxxxx
c/o Hungarian Teleconstruct Corp.
000 Xxxxx 000, Xxxx 00
Xxxxxxxx, XX 00000
If to Xxxxxxx
Xxxxx X. Xxxxxxx
Xxxxxxxxx x.00
0000 Xxxxxxxx, Xxxxxxx
or such other address as either party may designate by notice to
the other, and shall be deemed to have been given upon receipt.
7. This agreement and other agreements being executed
simultaneously with this Agreement constitute the entire agreement
between the parties hereto with respect to the subjects thereof,
and supersede and are in full substitution for any and all prior
understandings or agreements, written or oral, with respect to
Xxxxxxx'x employment and other subjects covered in this Agreement
and in those other agreements. Xxxxxxx shall not disclose, or
permit any other person to disclose, to the media or any other
person, other than his immediate family, the negotiations or
circumstances leading up to this Agreement or those other
agreements; the terms of this Agreements or those other
agreements; or the termination of Xxxxxxx'x employment by the
Company. It is acknowledged and agreed that the Company has the
sole and executive right to make (subject to Xxxxxxx'x prior
review and approval, which approval shall not unreasonably be
withheld), or decline to make any public disclosures concerning
any or all of the foregoing subjects; provided, however, that no
information released by the Company regarding any or all of the
foregoing subjects shall in any way disparage Xxxxxxx or his
contributions to the Company.
8. This Agreement may be amended only by an instrument in
writing signed by the parties hereto, and any provision hereof may
be waived only by an instrument in writing signed by the party or
parties against whom or which enforcement of such waiver is
sought. The failure of either party hereto at any time to require
the performance by the other party hereto of any provision hereof
shall in no way affect the full right to require such performance
at any time thereafter, nor shall the waiver of any succeeding
breach of such provision or a waiver of the provision itself or a
waiver of any other provision of this Agreement.
9. This Agreement is binding on and is for the benefit of
the parties hereto and their respective successors, heirs,
executors, administrators and other legal representatives. Neither
this Agreement nor any right or obligation hereunder may be
assigned by the Company or by Xxxxxxx without written consent of
the parties, which shall not unreasonably be withheld.
IN WITNESS WHEREOF, the Company and Xxxxxxx have executed
this Agreement as of the date first written above.
HUNGARIAN TELECONSTRUCT CORP.
BY: /s/ Xxxxxx Xxxxxx
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
AGREEMENT FOR SALE OF CONDOMINIUM PROJECT
This Agreement made as of this 30th day of October, between
Hungarian Teleconstruct Corp., (the "Company"), a Delaware
Corporation, and M&A Management Kft. ("M&A"), a Corporation formed
under the laws of Hungary.
W I T N E S S E T H
WHEREAS the Company owns a parcel of land fronting on
KelenhagyStreet in Budapest, Hungary on which it is currently
constructing two luxury 14 unit condominiums (the "Condominium
Project"); known as Condo A and Condo B, one of which (Condo A) is
completed but has 10 unsold units and the other (Condo B) requires
$300,000 to complete and has not sold any units to date.
WHEREAS the Company intends to enter the Internet business
in Hungary and requires funds for this purpose; and
WHEREAS the Company does not have funds available either to
complete the Condominium Project or to fund the Internet venture;
and
WHEREAS M&A which is owned by the Company's former president
and chief executive officer, has offer to purchase Condo A from
the Company in an "as is" condition, and has loaned to the Company
$346,473 to date to complete the construction of Condo A.
NOW, THEREFORE, it is agreed as follows:
1. At the closing, M&A shall purchase and the Company shall
sell its entire interest consisting of eight units in the Condo A
building for $1,281,512. Out of these funds, M&A will be repaid
$346,473 which it previously loaned to the Company for the purpose
of completing Condo B, leaving a balance of $935,039, which shall
be paid $250,000 in cash at the closing and the remainder no later
than June 30, 1007. In the event more than $300,000 are required
to complete Condo B, M&A will loan 50% of such monies to the
Company and deduct the amount of the loan together with bank rate
interest from the note when paid. In addition, M&A shall furnish
the Company with 50,000 shares of Hungarian Telephone & Cable
Corp., at the closing to hold as security for the note.
2. The closing is to take place on receipt of the move-in
permits for Condo A.
3. At the closing, Company shall deliver to M&A such
instruments of transfer and conveyance as to effectively vest in
M&A good and marketable title to the Condominium Project and
hereby agrees, at M&A's request in the future, to execute any and
all further instruments to more effectively convey and transfer
title to M&A.
4. The Company represents and warrants as follows:
(a) The execution and delivery of this Agreement and
the sale of Condo A to M&A have been duly authorized by the
Company's Board of Directors, and the Company had delivered
to M&A a copy of the minutes of the meeting of its Board of
Directors at which such authority was granted.
(b) The Company has good and marketable title to the
Condominium project.
(c) The representations and warranties contained in
this agreement shall be true at the time of closing as if
they were made at such time.
5. The Company and M&A agree that there was no broker
involved in this transaction.
6. Except as otherwise expressly provided herein, this
agreement shall be binding upon and inure to the benefit of the
parties and their respective legal representatives, successors,
and assigns.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
8. The sale price of Condo A is mutually agreed upon by both
parties and there are no additional monetary requirements for
either party.
The parties set their hands on October 30, 1996.
HUNGARIAN TELECONSTRUCT CORP.
By: /s/ Xxxxxx Xxxxxx
M&A Management Kft.
/s/ Xxxxx Xxxxxxx
