Exhibit 10.2 AGREEMENT FOR NON-COMPETITION AND EARN-OUT COMPENSATION
AGREEMENT FOR NON-COMPETITION AND EARN-OUT COMPENSATION
This Agreement for Non-Competition and Earn-Out Compensation ("Agreement") is
made September 15, 2005, by and among the following parties: DataLogic
International, Inc., a Delaware corporation ("Parent"), and IPN
Communications, Inc., a California corporation("Purchaser") and CBSi Holdings,
Inc., an Arizona Subchapter S company ("Seller"), and Xxxx Camping
("Camping"), Xxxx Xxxxx ("Xxxxx"), Xxxxxxx Xxxxxx ("Xxxxxx"), Xxxxx Xxxxxxx
("Xxxxxxx") and AppsCafe Incorporated, an Arizona company ("AppsCafe"),
collectively the ("Participants").
WHEREAS, Purchaser and Seller are parties to an Asset Purchase Agreement
executed contemporaneously with this Agreement;
WHEREAS, the execution of this Agreement is a condition precedent to closing
under the Asset Purchase Agreement between Purchaser and Seller; and
WHEREAS, Parent, Purchaser, Seller, and Participants desire to enter this
Agreement, subject to the terms and conditions set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, Parent, Purchaser, Seller, and
Participants agree as follows.
1. Parent and Purchaser agree to the terms of this Agreement, subject to
closing under the Asset Purchase Agreement described in the recitals.
2. Seller and Participants agree to the terms of this Agreement, subject to
closing under the Asset Purchase Agreement described in the recitals.
3. Parent, Purchaser, Seller, and Participants, as the case may be, shall
each execute the Non-Competition Agreements attached hereto as Exhibit 1 [Xxxx
Camping]; Exhibit 2 [Xxxx Xxxxx]; Exhibit 3 [Fordham Tucker], Exhibit 4 [Xxxxx
Xxxxxxx] and Exhibit 5 [AppsCafe].
4. Subject to closing under the Asset Purchase Agreement described in the
recitals, Parent and Purchaser agree that the persons or entities named in
Exhibit 6 shall participate in the Earn Out Plan during the three years
following the Closing of the Asset Purchase Agreement. Moreover, each persons
or entities, participation percentage is set forth opposite their name.
Xxxxxx and Xxxxxxx, as principals of AppsCafe shall participate in the Earn
Out Plan through AppsCafe. The participation of AppsCafe is contingent upon
the continued consulting or employment of Xxxxxx and Xxxxxxx either through
AppsCafe or directly with Purchaser or Parent on no less than a half-time
basis.
5. Under the Earn Out Plan, the Seller and Participants, as a group, may
earn shares of restricted common stock of the Parent not to exceed 20,000,000
shares (the "Earn Out Share").
6. Within 45 days of the close of each calendar quarter, Parent will
calculate the gross profit dollars earned by the Seller and Participants for
that quarter. Gross profit dollars will be defined as the revenue from GPS
hardware, software, airtime, engineering, development, installation and
support less costs for GPS hardware, software, airtime, engineering,
development, installation, sales and support ("Gross Profit Dollars"). The
eligible Gross Profit Dollars used in the calculating the Earn Out Shares
would be reduced by the following percentages in each year following the
Closing of the Asset Purchase Agreement:
Year 1 47.50%
Year 2 22.50%
Year 3 10.00%
The number of Earn Out Shares to be issued to Seller and Participants would be
calculated by dividing the eligible Gross Profit Dollars for that quarter by
the ten (10) day average closing price of the Parents common stock on the ten
days before the end of the calendar quarter in which the Gross Profit Dollars
were earned.
8. Gross Profit Dollars shall be calculated in accordance with generally
accepted accounting principles applied upon a consistent basis and the final
accounting information relied upon in preparing the quarterly or annual
financial statements of Parent and Purchaser shall be determinative for the
purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
PARENT:
DATALOGIC INTERNATIONAL, INC., a Delaware corporation
By:/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
PURCHASER:
IPN COMMUNICATIONS, INC., a California corporation
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Director
SELLER:
CBSi HOLDINGS, INC., an Arizona Subchapter S company
By: /s/ Xxxx Camping
Name: Xxxx Camping
Title: President
PARTICIPANTS
By: /s/ Xxxx Camping
Name: Xxxx Camping
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
By: /s/ Fordham Tucker
Name: Fordham Tucker
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
AppsCafe Incorporated., an Arizona company
By: /s/ Fordham Tucker
Name: Fordham Tucker
Title: President
