Exhibit 10.3
FOUNDER'S EQUALIZATION AGREEMENT
THIS AGREEMENT is made this, the 1st day of February, 2000, among the
undersigned, (the "Founder" or collectively "Founders") all of whom are original
owners of shares of voting stock in Intelliworxx, Inc., a Florida C corporation,
(the "Company").
WITNESSETH
WHEREAS, a complaint (the "Complaint") has been filed in federal court by
Teltronics, Inc. and its subsidiary, ISI, Inc., (the "Plaintiffs") against the
Company, Wavelogic, Inc., Founder Xxxxx X. Xxxxxx ("Xxxxxx"), and Founder
Xxxxxxx X. Xxxxx ("Jonas"); and,
WHEREAS, to eliminate the potential for a material judgement against the
Company in this matter, Xxxxxx and Jonas have agreed to certain conditions as
specified in Attachment A, (the "Conditions"); and,
WHEREAS, the Conditions specify circumstances whereby shares in the Company
owned by Xxxxxx and Jonas must be delivered to the Plaintiffs; and,
WHEREAS, should Xxxxxx and Jonas be required to deliver shares they own in
the Company to the Plaintiffs, the other Founders desire to transfer shares in
the Company owned by themselves to Xxxxxx and Jonas in a manner such that an
equitable distribution is maintained.
NOW, THEREFORE
For good and valuable consideration the parties, intending to be legally bound,
agree as follows:
1. Term. The term of this agreement shall extend to the conclusion (out
of court settlement or satisfaction of judgement) of the Complaint.
2. Notification of the Conclusion of the Complaint. Xxxxxx and Jonas
shall deliver to the other Founders copies of either a court stamped
satisfaction of judgement or a notarized acceptance of settlement (the
"Final Documents"). In addition, Xxxxxx and Jonas shall include a
calculation of the number of shares, if any delivered by themselves to
the Plaintiffs ("Foregone Shares").
3. Calculation of the Number of Shares to be Transferred by the Other
Founders to Xxxxxx and Jonas. Attachment B hereto indicates the
original number of shares owned by each Founder (the "Original
Holding(s)"), the total number of shares held by the Founders (the
"Original Total") and the percentage of the Original Total held by
each Founder (the "Original Percentage(s)". Following notification of
Foregone Shares per 2 above, a new distribution shall be calculated as
follows. The number of Foregone Shares shall be subtracted from the
Original Total to give a new total (the "New Total"). The Original
Percentage for each Founder shall then be multiplied by the New Total
to give a new amount of holdings for each Founder (the "New
Holding(s)"). The New Holding will then be achieved by the transfer of
certificates amongst the Founders.
Exhibit 10.3
4. Successors and Assigns. This Agreement shall be binding on and inure
to the benefit of any executor, administrator, or personal
representative as well as the heirs and assigns of each of the
Founders.
5. Governing Law. This Agreement is executed and is to be performed in
Florida and shall be governed by and construed in accordance with the
laws of the State of Florida.
6. Termination of Agreement. This Agreement shall terminate, and the
certificate representing the shares shall be released from the terms
hereof, upon (a) the fulfillment of the requirements of this Agreement
or (b) the absence of Foregone Shares upon the conclusion of the
Complaint.
7. Entire Agreement. This Agreement is the entire agreement among the
parties with respect to the subject matter hereof. No amendment shall
be effective unless in writing and executed by all of the parties with
the same degree of formality as required herein.
[Remainder of page intentionally left blank]
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Exhibit 10.3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
first above written.
WITNESS FOUNDER
By: /s/ Xxxxxxx X. Xxxxx
----------------------------- -------------------------------
Xxxxxxx X. Xxxxx
FOUNDER
By: /s/ Xxxxxxxxxxx X. Xxxxx
----------------------------- -------------------------------
Xxxxxxxxxxx X. Xxxxx
FOUNDER
By: /s/ Xxxxxxx X. Xxxxx
----------------------------- -------------------------------
Xxxxxxx X. Xxxxx
FOUNDER
By: /s/ Xxxxxx X. Pound
----------------------------- -------------------------------
Xxxxxx X. Xxxxx, Xx.
FOUNDER
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------- -------------------------------
Xxxxxxx X. Xxxxxxxx
3
Exhibit 10.3
FOUNDER
By: /s/ Xxxxx X. Xxxxx
----------------------------- -------------------------------
Xxxxx X. Xxxxx
FOUNDER
By: /s/ Xxxxx X. Xxxxxx
----------------------------- -------------------------------
Xxxxx X. Xxxxxx
FOUNDER
By: /s/ Xxx X. Xxxxxxxxx
----------------------------- -------------------------------
Xxx X. Xxxxxxxxx
4
Exhibit 10.3
Attachment A
Conditions
WHEREAS, a complaint (the "Complaint") has been filed in federal court by
Teltronics, Inc. and its subsidiary, ISI, Inc., (the "Plaintiffs") against the
Company, Wavelogic, Inc., Founder Xxxxx X. Xxxxxx ("Xxxxxx"), and Founder
Xxxxxxx X. Xxxxx ("Jonas"); and,
WHEREAS, to eliminate the potential for a material judgement against the
Company in this matter, Xxxxxx, Xxxxx and the Company have agreed to certain
conditions as specified below.
NOW, THEREFORE
For good and valuable consideration the parties, intending to be legally bound,
agree as follows:
1. Term. The term of this agreement shall extend to the conclusion (out
of court settlement or satisfaction of judgement) of the Complaint.
2. Indemnification of the Company by Xxxxxx and Jonas. Xxxxxx and Jonas
hereby agree and the Company hereby accepts the following Conditions.
Should a judgement or settlement of the Complaint result in the
necessity a number of shares of the Company to be delivered to the
Plaintiffs (the "Total Settlement Shares"), the maximum number of
shares the Company shall be required to issue to the Plaintiffs (the
"Company Settlement Shares") is 10,000. Should the Total Settlement
Shares be greater than 10,000 then Xxxxxx and Jonas hereby agree to
transfer, from their own individual holdings, that quantity of shares
such that said transfer of shares plus the Company Settlement Shares
equals the Total Settlement Shares.
3. Successors and Assigns. This Agreement shall be binding on and inure
to the benefit of any executor, administrator, or personal
representative as well as the heirs and assigns of each of the
Founders.
4. Governing Law. This Agreement is executed and is to be performed in
Florida and shall be governed by and construed in accordance with the
laws of the State of Florida.
5. Termination of Agreement. This Agreement shall terminate, and the
certificate representing the shares shall be released from the terms
hereof, upon (a) the fulfillment of the requirements of this Agreement
or (b) the absence of Foregone Shares upon the conclusion of the
Complaint.
6. Entire Agreement. This Agreement is the entire agreement among the
parties with respect to the subject matter hereof. No amendment shall
be effective unless in writing and executed by all of the parties with
the same degree of formality as required herein.
[Remainder of page intentionally left blank]
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Exhibit 10.3
IN WITNESS WHEREOF, the parties have executed this Agreement known as
Attachment A "Conditions" as of the day first above written.
WITNESS Xxxxxx
By: /s/ Xxxxx X. Xxxxxx
----------------------------- -------------------------------
Xxxxx X. Xxxxxx
Jonas
By: /s/ Xxxxxxx X. Xxxxx
----------------------------- -------------------------------
Xxxxxxx X. Xxxxx
Intelliworxx, Inc.
By: /s/ Xxxxxxxxxxx X. Xxxxx
----------------------------- -------------------------------
Xxxxxxxxxxx X. Xxxxx
Vice President Finance &
Treasurer
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Exhibit 10.3
Attachment B
Beneficial Ownership Table
-------------------------- ------------------------- --------------------------
Name Original Holdings Original Percentages
-------------------------- ------------------------- --------------------------
Xxxxxxx X. Xxxxx 375,000 3.125
-------------------------- ------------------------- --------------------------
Xxxxxxxxxxx X. Xxxxx 1,875,000 15.625
-------------------------- ------------------------- --------------------------
Xxxxxxx X. Xxxxx 1,875,000 15.625
-------------------------- ------------------------- --------------------------
Xxxxxx X. Xxxxx, Xx. 1,875,000 15.625
-------------------------- ------------------------- --------------------------
Xxxxxxx X. Xxxxxxxx 1,875,000 15.625
-------------------------- ------------------------- --------------------------
Xxxxx X. Xxxxx 375,000 3.125
-------------------------- ------------------------- --------------------------
Xxxxx X. Xxxxxx 1,875,000 15.625
-------------------------- ------------------------- --------------------------
Xxx X. Xxxxxxxxx 1,875,000 15.625
-------------------------- ------------------------- --------------------------
Original Total 12,000,000 100.000
-------------------------- ------------------------- --------------------------
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Exhibit 10.3
May 22, 2000
Intelliworxx, Inc.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Re: Finders' Equalization Agreement dated February 1, 2000 (the "Agreement")
Gentlemen:
We refer to the above agreement, pursuant to which certain shares of the
Common Stock of Intelliworxx, Inc. (the "Company") would have been transferred
between the undersigned shareholders and the Company to mitigate the averse
effect of a possible settlement or judgment in a case filed in federal court by
Teltronics, Inc. against the Company, Xxxxx Xxxxxx and Xxxxxxx X. Xxxxx (the
"Case"). At present, the federal court has rendered a judgment adverse to the
Company in the amount of $12,000,000 and the Case has not been settled in the
manner anticipated in the Agreement.
Accordingly, the undersigned agree to take the following actions to carry
out the purposes of the Agreement:
1. Each of the undersigned agrees to deposit the number of Company shares
set forth beside their names on Exhibit A hereto with the Company's Secretary,
together with duly executed and guaranteed stock powers in blank sufficient to
transfer the shares.
2. The Company's Secretary is hereby authorized to effect the transfer of
the shares deposited either to a trust created to settle or satisfy the judgment
in this Case, transfer the shares to the Company's treasury or cancel the
shares, each as directed by the Audit Committee of the Company's Board of
Directors.
3. In the event the number of shares required to be sold to raise proceeds
to pay, or delivered in satisfaction of any judgment or settlement in the Case
is more or less than the number of shares so deposited by the undersigned, the
undersigned shall deposit additional shares or the Company or trust shall return
shares to the undersigned, as the case may be, pro rata in accordance with the
percentage set forth on Exhibit A hereto.
4. Each party agrees to take such further action as is necessary to carry
out the purposes of this letter.
5. This letter may be signed in counterparts, each of which taken together
shall be deemed one original document.
[SIGNATURE PAGE FOLLOWS]
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Exhibit 10.3
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Xxxxxxxxxxx X. Xxxxx
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx
By: /s/ Xxxxxx X. Xxxxx, Xx.
-------------------------------
Xxxxxx X. Xxxxx, Xx.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx
By: /s/ Xxx X. Xxxxxxxxx
-------------------------------
Xxx X. Xxxxxxxxx
Intelliworxx, Inc.
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Xxxxxxxxxxx X. Xxxxx
Vice President Finance &
Treasurer
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxxxxxx,
Corporate Secretary
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Exhibit 10.3
Exhibit A
Beneficial Ownership Table
--------------------------- -------------- -------------------- ------------
Name Original Original Shares
Holdings Percentages Deposited
--------------------------- -------------- -------------------- ------------
Xxxxxxx X. Xxxxx 375,000 3.125 17,857
--------------------------- --------------- -------------------- ------------
Xxxxxxxxxxx X. Xxxxx 1,875,000 15.625 89,286
--------------------------- --------------- -------------------- ------------
Xxxxxxx X. Xxxxx 1,875,000 15.625 89,286
--------------------------- --------------- -------------------- ------------
Xxxxxx X. Xxxxx, Xx. 1,875,000 15.625 89,286
--------------------------- --------------- -------------------- ------------
Xxxxxxx X. Xxxxxxxx 1,875,000 15.625 89,286
--------------------------- --------------- -------------------- ------------
Xxxxx X. Xxxxx 375,000 3.125 17,857
--------------------------- --------------- -------------------- ------------
Xxxxx X. Xxxxxx 1,875,000 15.625 89,286
--------------------------- --------------- -------------------- ------------
Xxx X. Xxxxxxxxx 1,875,000 15.625 89,286
--------------------------- --------------- -------------------- ------------
Total 12,000,000 100.000 571,430
--------------------------- --------------- -------------------- ------------
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