EXHIBIT 8.29
MANAGEMENT AGREEMENT WITH OPTION TO PURCHASE XXXXXXXXXXX.XXX, INC.
THIS MANAGEMENT and OPTION TO PURCHASE AGREEMENT ("Agreement") is made
and effective as of March 27, 2001 between AMERICAN ACCESS TECHNOLOGIES, INC., a
Florida corporation (the "Corporation"), and XXXXX STORY an individual
("Executive Employee" or "Executive") and/or his assigns.
WHEREAS, the Corporation is seeking management and eventual sale of its
subsidiary, Xxxxxxxxxxx.xxx, Inc., a Florida Corporation, and Executive Employee
is seeking to manage said subsidiary with intent to purchase,
THEREFORE, in consideration of the premises and covenants herein set
forth, it is agreed as follows:
1. Employment. Corporation hereby names Executive Employee as Manager
of Xxxxxxxxxxx.xxx, Inc., and Executive Employee accepts such management
position on the terms and conditions set forth herein.
1.1 Executive Employee covenants to perform in good faith
his employment duties as outlined herein, devoting
his time, energies and abilities to the proper and
efficient management of the business of the
Corporation's subsidiary, Xxxxxxxxxxx.xxx, Inc.
1.2 Executive Employee shall be an employee with such
right or authority to assume or create any
obligations or responsibility, express or implied, on
behalf of or in the name of the Corporation's
subsidiary, Xxxxxxxxxxx.xxx, but shall indemnify
Corporation from any debts or obligations incurred
under this section pursuant to the subsidiary's
operational expenses incurred by Executive. No
provision of this Agreement shall be construed to
preclude Executive Employee from engaging in any
activity whatsoever, including, without limitation
receiving compensation for managing other
corporations, or acting as advisor to or participant
in any corporation, partnership, trust or other
business entity or from receiving compensation or
profit therefore.
2. Term of Employment. Subject to the provisions set forth herein, the
term of Executive's employment hereunder shall continue through the earlier of
Executive exercising his option to purchase Xxxxxxxxxxx.xxx, Inc., or December
31, 2002.
3. Consistent with the management of a Business to Business e-commerce
site, including maintenance of consolidated balance sheets. Executive shall pay
operating expenses and indemnify the Corporation for any net losses incurred by
Xxxxxxxxxxx.xxx, Inc. Executive has no authority to incur any liability
whatsoever for American Access Technologies, Inc. For any contractual liability
exceeding $1,000, or 30 days, or any implied liability in the same amount or
duration, incurred for Xxxxxxxxxxx.xxx, Executive agrees to secure the written
consent of an officer of American Access.
4. At such time as Executive exercises the option to purchase
Xxxxxxxxxxx.xxx, he will incur all additional responsibilities and duties of the
business, including assumption of the contract for the T-1 Data Line. Prior to
purchase, the Corporation will be responsible for payment under the terms of the
T-1 Data Line contract until its expiration.
5. Corporation's Duties The Corporation shall provide one generator,
installed with enclosure and exhaust system, and operational; one server valued
at $8,000 to be paid from the proceeds at purchase, and agreed upon for the
completion of the Xxxxxxxxxxx.xxx website; American Access product at a price
equal to that extended to other distributors such as Anixter. At such time as
Executive exercises the option to purchase Xxxxxxxxxxx.xxx, said generator,
servers, software, and product pricing shall be included in the purchase price.
6. Compensation. For all services he may render to the Corporation
during the term of this Agreement, including services as officer and director of
Xxxxxxxxxxx.xxx, Inc., Executive shall receive the following compensation:
6.1 Upon execution of this agreement, American Access
agrees to issue to executive 213,333 options to
purchase the common stock of the Corporation, at an
exercise price of $2.25, the underlying shares to be
registered by Form S-8 with the Securities and
Exchange Commission within 30 days. If unexercised,
the options shall expire at the expiration date of
this agreement, December 31, 2002.
6.2 (a) The Corporation agrees to pay to the Executives
25% of the net profits of Xxxxxxxxxxx.xxx, Inc. ("Net
Profits") for fiscal year 2001 and 2002, the term of
this Agreement or until Executive exercises his
option to purchase Xxxxxxxxxxx.xxx. The balance of
net profits shall belong to the Corporation. Upon
exercise of the option to purchase the business, all
profits will come due to Executive.
(b) The Net Profits of Xxxxxxxxxxx.xxx shall be
determined by the independent public accountants
regularly retained by the Corporation, in accordance
with generally accepted accounting principles
consistently applied, and their determination shall
be final and conclusive. Such Net Profits shall be
determined after eliminating all capital gains and
losses and deducting all proper expenses and charges
on income.
7. Option to Purchase Business At any time up to, including, or before
December 31, 2002, Executive shall have the right to purchase all the
outstanding common stock of Xxxxxxxxxxx.xxx, Inc. from the Corporation for the
sum of $500,000, at which time all rights and duties of the Corporation pursuant
to Xxxxxxxxxxx.xxx shall be assigned and delegated to Executive as his own. In
any event, when the common stock price of American Access reaches $6.75 per
share, Executive shall exercise in full said options in full and he will be
required to purchase Xxxxxxxxxxx.xxx for $500,000, in addition to mandatory
repayment of a $200,000 Promissory Note hereby incorporated by reference. If
mandatory conversion occurs prior to May 12, 2001, the $500,000 purchase price
and $200,000 owed the Company immediately will be placed in escrow with a
closing date to be set on or after May 12, 2001.
8. Termination. The employment of Executive may be terminated at any
time by:
(i) Mutual agreement with 30 days notice; or
(ii) Action of the Board of Directors, on thirty days'
prior written notice, in the event of illness or
disability of Executive resulting in failure to
discharge his duties under this Agreement for ninety
or more consecutive days or for a total of one
hundred eighty or more days in a period of twelve
consecutive months; or
(iii) Action of the Board of Directors, if it shall be
established that Executive is in material default in
the performance of his obligations, services or
duties hereunder (other than for illness or
incapacity) and the Corporation suffers irreparable
harm by the actions of Executive, or if Executive has
materially breached any provision of this Agreement
and such default or breach has continued for ninety
or more consecutive days or for a total of one
hundred days (180) days in a period of twelve
consecutive months, and Corporation has extended
written notice of such non-performance or breach and
a period of 30 days to effect a cure.
9. Trade Secrets. Executive agrees that he will not, during or after
the termination of this employment with the Corporation, furnish or make
accessible to any person, firm, corporation or any other entity any trade
secrets, technical data, customer list, sales representatives, or know-how
acquired by him during the term of his employment with the Corporation which
relates to the business, practices, methods, processes, programs, equipment or
other confidential or secret aspects of the business of the Company, or its
subsidiaries or affiliates or any portion thereof, without the prior written
consent of the Corporation, unless such information shall have become public
knowledge, other than being divulged or made accessible by Executive.
10. Non-disclosure. During the term of his employment and for two (2)
years after its termination, Executive will not, directly or indirectly,
disclose the names of the Corporation's customers, prospects or sales
representatives or those of its subsidiaries and affiliates or attempt to
influence such customers or representatives to cease doing business with the
Company or its subsidiaries or affiliates.
Executive shall communicate and make known to the Corporation all
knowledge possessed by him which he may legally impart relating to any methods,
developments, designs, processes, programs, services, and ideas which concern in
any way the business or prospects of the Corporation and its subsidiaries and
affiliates from the time of entering their employment until the termination
thereof.
11. Conflict of Interest. Executive agrees that during the term of his
employment and any extensions thereof, he will comply with the policy of the
Corporation with respect to the Corporation entering into, directly or
indirectly, any transactions with any business organization or other entity in
which he or any member of his family has a direct or indirect interest.
12. Change in Control. In the event of a Change in Control, in which
the Company merges or is acquired by another Company, notwithstanding whether
American Access is or is not the surviving Company, this agreement shall remain
in effect, including the duty by Executive to exercise his option to purchase
subsidiary Xxxxxxxxxxx.xxx, Inc. through December 31, 2002 once the common stock
reaches $6.75 per share and the duty of Corporation to sell it to Executive.
13 Miscellaneous.
13.1 The failure of either party to enforce any provision
of this Agreement shall not be construed as a waiver
of any such provision, nor prevent such party
thereafter from enforcing such provision or any other
provision of this Agreement. The rights granted both
parties herein are cumulative and the election of one
shall not constitute a waiver of such party's right
to assert all other legal remedies available under
the circumstances.
13.2 Any notice to be given to the Corporation under the
terms of this Agreement shall be addressed to the
Corporation, at the address of its principal place of
business, and any notice to be given to Executive
shall be addressed to him at his home addresses last
shown on the records of the Corporation, or such
other addresses as either party may hereafter
designate in writing to the other. Any notice shall
be deemed duly given when mailed by registered or
certified mail, postage prepaid, as provided herein.
13.3 The provisions of the Agreement are severable, and if
any provision of this Agreement shall be held to be
invalid or otherwise unenforceable, in whole or in
part, the remainder of the provisions, or enforceable
parts thereof, shall not be affected thereby.
13.4 The rights and obligations of the Corporation under
this Agreement shall inure to the benefit of and be
binding upon the successors and assignees of the
Corporation.
13.5 This Agreement supersedes all prior agreements and
understandings between the parties hereto, oral or
written, and may not be modified or terminated
orally. No modification, termination or attempted
waiver shall be valid unless in writing, signed by
the party against whom such modification, termination
or waiver is sought to be enforced.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
AMERICAN ACCESS TECHNOLOGIES, INC.
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XXXXX STORY
