TERMINATION AGREEMENT
Exhibit
10.11
THIS
TERMINATION AGREEMENT (this "Agreement") is made and entered into
this
5th day of October, 2007, by and between AMISH NATURALS, INC., a Nevada
corporation ("ANI") and XXXXXX XXXXXX, an individual ("Xx. Xxxxxx"),
based
on
the following:
Premises
Xx.
Xxxxxx entered into an Employment Agreement with ANI on October 16, 2006
and
has
served as the Vice President/Sales & Marketing of ANI through current day.
On October
5, 2007, it has been the decision of the corporation to terminate the Xx.
Xxxxxx'x employment
pursuant to 4. Termination or Expiration of Agreement of said Employment
Agreement.
Xx.
Xxxxxx currently holds options (the "Options") to acquire 250,000 shares
of ANI
common
stock, 100,000 of which are fully vested and can be exercised at $1.00 per
share; however,
the remaining 150,000 shares are not vested and according to 4.4 of the
Employment
Agreement dated October 16, 2006, options shall cease vesting on the date
of
termination of Executive's employment. Xx. Xxxxxx has until October 30, 2011
to
exercise
the options at 100,000 shares.
ANI
agreed on October 5,2007 to pay Xx. Xxxxxx xxxxxxxxx equivalent to 6 months
of
base
salary, paid on regularly scheduled pay periods over said 6 month period,
less
applicable
withholdings as defined in 1. below.
Xx.
Xxxxxx acknowledges that this Agreement is considered a release of any and
all
claims
against ANI and Xx. Xxxxxx accepts this separation package in-full with no
further obligation
on ANI's part. Further, Xx. Xxxxxx agrees to cooperate fully with ANI to
turn
over
any
and all sales contacts, contracts, leads, materials, files, records, lap
top
computer,
equipment, keys and any and all other materials that are the property of
ANI
that
he
has been developed and/or implemented during his employment tenure. Xx.
Xxxxxx
further acknowledges and agrees to comply with all of the terms of the Employee
Confidentiality
and Non-Disclosure Agreement and Addendum To: Employee Non-Disclosure
Agreement after employment cessation.
Agreement
NOW,
THEREFORE, based on the foregoing premises, which are incorporated herein
by
this reference, and for and in consideration of the mutual promises and
covenants hereinafter set forth and the benefit to the parties to be derived
therefrom, it is hereby agreed as follows:
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1.
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Severance.
In connection with the termination of Xx. Xxxxxx'x employment
and
position
with ANI:
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1.1
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ANI
agrees to pay Xx. Xxxxxx severance equivalent to 6 months of
base
salary,
paid on regular scheduled pay periods over said 6 month period,
less
applicable
withholdings. Said severance will be paid from October 5, 2007
through
April 4,2008 (26 weeks). Xx. Xxxxxx has used 10 days of vacation
and has 5
vacation days remaining. These 10 days of vacation will be included
in Xx.
Xxxxxx'x final pay.
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1.2
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Xx.
Xxxxxx currently holds options to acquire 250,000 shares of ANI
common
stock,
100,000 of which are fully vested and can be exercised at $1.00
per
share;
however, the remaining 150,000 shares are not vested and according
to
4.4
of the Employment Agreement dated October 16, 2006, options shall
cease
vesting on the date of termination of Executive's employment.
Xx.
Xxxxxx
has until October 30, 2011 to exercise the options at 100,000
shares.
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1.3
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With
regard to Xx. Xxxxxx'x medical and life plans, ANI does not meet
the
law
requirements for rights granted under Cobra eligibility for 2007.
Therefore,
ANI will pay the current monthly premium for the medical and
life
plans through the end of October 2007. Thereafter, Xx. Xxxxxx'x
coverage
will
end with no norther obligation for payment by ANI. If Xx. Xxxxxx
desires
to
acquire a medical and life plan at his own expense, he has the
option to
talk with
ANI's current broker, Xxxxx Xxxxxx-Xxxxx of Sky Insurance, at
330 674
2931.
Additionally, attached is an Application to Convert Group Life
Insurance
if Xx. Xxxxxx opts to do so at his own expense
as
well.
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2.
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Considerations:
Xx. Xxxxxx understands the meaning and legal consequences
of
the
representations and warranties contained in this Agreement and
agrees to
indemnify
and hold harmless ANI and its directors and officers from and
against
any
and all loss, damage, or liability due to or arising out of a
breach of or
the inaccuracy
of any representation or warranty of Xx. Xxxxxx set forth in
this
Agreement.
Notwithstanding any of the representations, warranties, acknowledgements,
or agreements made herein by Xx. Xxxxxx, Xx. Xxxxxx does not
hereby or in any other manner waive any right granted to Xx.
Xxxxxx under
federal
or state securities laws.
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3.
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Representation
of ANI: ANI has taken all corporate action
necessary to duly authorize
the transactions contemplated by this Agreement and has all requisite
power
and authority to enter into this Agreement and to perform all
of its
obligations
under this Agreement.
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4.
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Confidentiality:
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4.1
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Obligations
of Xx. Xxxxxx. Xx. Xxxxxx agrees to keep the facts of and terms
of
this
Agreement confidential, except Xx. Xxxxxx may disclose the substance
of
this
Agreement to his spouse, counsel and financial advisor. Xx. Xxxxxx
also
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agrees
to
continue to abide by the Employee Non-Disclosure Agreement, maintain
confidentiality of all ANI confidential information and refrain from
making
derogatory or disparaging statements about ANI and its current and past
customers and employees, or making such statements as may serve to undermine
ANI's image to the public.
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4.2
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Obligations
of ANI. ANI agrees to keep the facts of and terms of this Agreement
confidential, except as required by law, and further agrees that
it
will
refrain from making derogatory or disparaging statements about
Xx.
Xxxxxx,
Xx. Xxxxxx'x conduct and performance while employed by ANI or making
such statements as may serve to undermine Xx. Xxxxxx'x professional
image.
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5.
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Non-Compete:
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5.1
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Xx.
Xxxxxx agrees to not pursue or work in a similar profession or
trade in
competition
against ANI during the entire 6 month severance period defined
herein.
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5.2
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If
Xx. Xxxxxx chooses to do otherwise, said severance package will
immediately
cease with no further obligation on the part of ANI, and any severance
paid by ANI during the time frame that Xx. Xxxxxx began employment
with a competitor would be immediately due and owing to ANI from
Xx. Xxxxxx.
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6.
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Expense
Advance: On May 3, 2007, Xx. Xxxxxx signed a document with
ANI wherein
Xx. Xxxxxx requested an advance toward his extensive travel in
the
amount
of $3,400. The request was granted with the understanding that
should
Xx.
Xxxxxx leave the employment of ANI for any reason, after final
settlement
of outstanding
expenses any existing credit due ANI would be returned immediately.
In
connection thereto, Xx. Xxxxxx agrees herein that if there is a
credit due
ANI after
final settlement of Xx. Xxxxxx'x outstanding expenses (if any),
that ANI
would
deduct said credit from Xx. Xxxxxx'x severance
pay.
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7.
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Release
and Indemnification: Release and
Indemnification by Xx. Xxxxxx. Effective
upon receipt of the consideration provided in this Agreement, Xx.
Xxxxxx,
on behalf of himself, his heirs, executors, administrators, agents,
successors,
assigns and all affiliated persons or entities, both past and present,
waives,
discharges, and releases all claims against ANI, their shareholders,
directors,
officers, agents and employees ("the Releasees"), and agrees to
hold
them
harmless from any and all liabilities, debts, demands, contracts,
promises, agreements,
claims, causes of action, injuries, costs, attorneys' fees, salary,
compensation,
benefits and/or damages of any kind or character, both known and
unknown,
including any claim for attorneys' fees and including, without
limitation,
all claims directly or indirectly related to or arising out of
matters
relating
in any way to Xx. Xxxxxx'x employment with or termination from
ANI.
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Xx.
Xxxxxx understands and agrees that this release extends to all claims
arising
before signing this release of every nature and kind whatsoever, whether
known
or unknown by Xx. Xxxxxx. Nothing in this Agreement is intended to release
or
adversely affect any ownership interest, or claims to additional ownership
interest, Xx. Xxxxxx may have or may have had in ANI. Xx. Xxxxxx agrees
to
indemnify and hold ANI and its shareholders, directors, officers, agents
and
employees harmless from any liabilities, debts, demands, causes of action,
injuries, costs, attorneys' fees or damages of any kind arising out of
his
breach of this Agreement.
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8.
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Survival.
The representations and warranties of the respective parties
set
forth herein
shall survive the date of this Agreement, the consummation of the
transactions
contemplated in this Agreement, and the delivery of the shares
of
common
stock pursuant hereto.
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9.
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No
Third-Party Beneficiaries. This Agreement is
for the sole benefit of the parties
hereto and nothing herein expressed or implied shall give, or be
construed
to
give, any other person any legal or equitable rights
hereunder.
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IN
WITNESS WHEREOF, the parties to this Agreement have executed the same as
of the
date first above written.
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Submitted
by:
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/s/
Xxxxx X. Xxxxxxx, Xx.
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Xxxxx
X. Xxxxxxx, Xx.
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President/CEO
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Agreed/Accepted
By:
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/s/
Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx
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Authorized
By:
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/s/
Xxxxx X. Xxxxxxx, Xx.
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Xxxxx
X. Xxxxxxx, Xx.
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President/CEO
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