Exhibit 10.M
AGREEMENT TO TERMINATE
SERVICES AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of November 1, 2001, by
and between AM Communications, Inc., a Delaware corporation ("Company) and Xxxxx
X. Xxxxxx ("Executive").
WHEREAS, the Executive has served as the Chairman of the Company's
Board of Directors since October 1998 pursuant to a Services Agreement dated as
of October 22, 1998 (the "Services Agreement"); and
WHEREAS, the Executive and the Company desire to terminate the Services
Agreement upon the terms and conditions stated herein; and
WHEREAS, the Executive and the Company intend to enter into an
Executive Employment Agreement under which the Executive shall be employed by
the Company, and which shall be effective simultaneously with the effectiveness
of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, and intending to be legally bound, the parties,
agreed as follows:
1. Termination of Services Agreement. The parties agree that, subject
to the conditions of Section 2 below, the Services Agreement shall be
immediately terminated and, except as otherwise set forth herein, shall be of no
further force and effect.
2. Employment Agreement. This Agreement to Terminate shall be effective
simultaneously with the effectiveness of the Executive Employment Agreement
between the Company and Employee dated of even date herewith.
3. Executive Acknowledgement. Employee represents that he has had ample
opportunity to review this Agreement and to consult with legal counsel and tax
advisors in regard to this Agreement and that he has read and understands this
Agreement.
4. Miscellaneous.
(a) Notices. Any notice required or permitted hereunder shall be given
in writing and shall be personally delivered or mailed by first class registered
or certified mail, postage prepaid, return-receipt-requested, or transmitted by
facsimile, telegram or telex, addressed to the Company or the Executive at the
address set forth below or at such other addresses as such party may designate
by five business day advance written notice to the other party.
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Each notice or communication that shall have been transmitted in the
manner described above, or that shall have been delivered to a telegraph
company, shall be deemed sufficiently given, served, sent or received for
purposes at such time as it is sent to the addressee (with the return receipt,
delivery receipt or (with respect to a telex) the answer back being deemed
conclusive, but not exclusive, evidence of such sending) or at such time as
delivery is refused by the addressee upon presentation. Notices shall be sent to
the following:
(i) if to the Company, to:
AM Communications, Inc.
000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Telecopier: (000) 000-0000
(ii) if to the Executive, to:
Xxxxx X. Xxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000-0000
Telecopier: (000) 000-0000 (c/o NeST Technologies)
(b) Severability. Nothing in this Agreement shall be construed so as to
require the commission of any act contrary to law and wherever there is any
conflict between any provision of this Agreement and any law, statute,
ordinance, order or regulation, the latter shall prevail, but in such event any
necessary action will be taken to bring it within applicable legal requirements.
If any provision of this Agreement should be held invalid or unenforceable, the
remaining provisions shall be unaffected by such a holding.
(c) Complete Agreement. This Agreement contains the entire Agreement
and understanding between the parties relating to the subject matter hereof, and
supersedes any prior understandings, agreements or representations by or between
the parties, written or oral, relating to the subject matter hereof.
(d) Successors or Assigns. This Agreement and the rights and
obligations of the parties hereto shall bind and inure to the benefit of any
successor or successors of the Company by way of reorganization, merger or
consolidation and any assignee of all or substantially all of its business
assets, but except as to any such successor or assignee of the Company, neither
this Agreement nor any rights or benefits hereunder may be assigned by the
Company or the Executive. However, in the event of death of the Executive all
rights to receive payments hereunder shall become rights or benefits hereunder
may be assigned by the Company or the Executive. However, in the event of the
death of the Executive all rights to receive payments hereunder shall become
rights of the Executive's estate.
(e) Section Headings. The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.
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(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
(g) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
(h) Waiver. The waiver of the breach of any term or provision of this
Agreement shall not operate as or be construed to be a waiver of any other or
subsequent breach of this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the day and year first above written.
AM COMMUNICATIONS, INC. EMPLOYEE
By: The Board of Directors of AM
Communications, Inc.
By: _____________________________ By:__________________________
Xxxxxx Xxxxxxx Xxxxx X. Xxxxxx
Chairman of the Compensation and
Stock Option Committee of the Board of
Directors of AM Communications, Inc.
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