SEPARATION/SEVERANCE AGREEMENT BETWEEN FRONTRUNNER NETWORK SYSTEMS, INC., CAPITAL GROWTH SYSTEMS, INC. AND JAMES CUPPINI, DATED APRIL 1, 2005
EXHIBIT
99.2
SEPARATION/SEVERANCE
AGREEMENT BETWEEN FRONTRUNNER NETWORK
SYSTEMS, INC., CAPITAL GROWTH SYSTEMS, INC. AND XXXXX XXXXXXX,
DATED APRIL 1, 2005
SYSTEMS, INC., CAPITAL GROWTH SYSTEMS, INC. AND XXXXX XXXXXXX,
DATED APRIL 1, 2005
This
Separation/Severance Agreement (“Agreement”) is made as of the 14th day of
April, 2005 by and between Frontrunner Network Systems, Inc., a Delaware
corporation (“Company”), Xxxxx Xxxxxxx (“Executive”) and Capital Growth Systems,
Inc., the sole shareholder of the Company (the “Parent”).
RECITALS
A. The
Executive served as the President of the Company.
B. The
Company and Executive agree that he ceased to serve as the President of the
Company, effective March 17, 2005.
C. The
Company desires and Executive has agreed to provide ongoing consulting services
to the Company, on the terms as set forth herein.
D. The
boards of directors of the Company and Parent have approved the terms of this
Agreement.
NOW
THEREFORE, the parties agree as follows:
1. Resignation.
(a) Executive
hereby resigns as the President of the Company as of March 17, 2005 (the
“Effective Date”). Thereafter, Executive agrees to serve as a consultant in
accordance with Section 2(a) until March 31, 2006 (“Consulting Termination
Date”); provided however, the Consulting Termination Date may be extended in 30
day increments upon the joint written consent of Executive and the
Company.
(b) With
effect as of the Effective Date, Executive, by execution of this Agreement
hereby resigns as President of the Company.
(c) Executive
and the Company agree and acknowledge that this Agreement sets forth the
parties’ mutual understanding with respect to Executive’s resignation as an
employee of the Company and the termination of the Grid Note, a copy of which is
attached hereto as Exhibit
1(c).
Executive and the Company agree that the resignation set forth herein is not
deemed a termination of Executive “With Cause” for purposes of the Grid Note. In
addition, the Company and Executive agree that Executive’s resignation pursuant
to this Agreement is deemed not to be a compensable event and therefore,
Executive is not entitled to payment of additional base salary, bonus or
incentive compensation beyond that earned through his resignation as an
employee, and Executive’s sole right to compensation or other payments from the
Company after the Effective Date shall be as set forth in Sections 2, 3 and 4
below.
2. Transitional
Services.
As
consultant, Executive will render only such services to the Company as are from
time to time specified by the President and/or the board of directors. Executive
shall devote such productive time, ability and attention to the business of the
Company as may be requested by the board of directors, which time may be up to
15 hours per week. Executive shall cooperate fully with the Company, its
President and its board of directors to provide such services. Executive shall
not during the consulting period through the Consulting Termination Date be
in competition with the Company and/or the Parent whereby he violates Section
6(b).
The
parties acknowledge that prior to the Consulting Termination Date, Executive may
be requested by the Company to assist it in connection with proposed
acquisitions with the entities identified on Schedule
2 and such
other entities as are mutually agreed upon, in writing, by the Company and
Consultant from time to time; any such transaction with the Company that occurs
on or before ninety (90) days following the Consulting Termination Date is
referred to as a “Transaction.” It should be noted that the Company may elect to
not seek to pursue a Transaction, and accordingly, Executive is not to move
forward in representing the Company, unless instructed by the President and/or
the board of directors or its designated representative, who initially shall be
Xxx Xxxxxxxxx.
Transaction
Bonus
In the
event the Company consummates a Transaction or a
series of Transactions, then
Consultant shall be entitled to a cash bonus (the “Transaction
Bonus”) for the
first two Transactions to occur in an
amount equal to a percentage of the Transaction Purchase Price, as that term is
defined herein, as follows: (a) five percent (5%) of the amount of the
Transaction Purchase Price up to $1 million; (b) four percent (4%) of the amount
of the Transaction Purchase Price over $1 million and less than $2 million; (c)
three percent (3%) of any amount of the Transaction Purchase Price over $2
million and less than $3 million; (d) two percent (2%) of any amount of the
Transaction Purchase Price over $3 million and less than $4 million; and (e) one
percent (1%) of any amount of the Transaction Purchase Price in excess of $4
million. Transaction Purchase Price equals the amount paid to seller in a
Transaction net of: (i) the costs and fees (including accounting and attorneys
fees) of the Transaction; (b) the dollar value of any assumed liabilities in the
Transaction; and (c) the dollar value of any refinancing of debt of the acquired
company in the Transaction.
By way of
illustration and clarification only,
if the
Transaction Purchase Price is $5.5 million, Executive’s Transaction Bonus would
equal $155,000 in cash
[.05 x $1
million + .04 x $1 million + .03 x $1 million + .02 x $1 million + .01 x $1.5
million = $155,000]
Extended
Transaction Bonus
In the
event the company completes more than two Transactions, then for the third
Transaction and any Transactions thereafter, Consultant shall be entitled to a
50% stock/50% cash bonus (the “Extended Transaction Bonus”) in an amount equal
to a percentage of the Transaction Purchase Price, as that term is defined
above, as follows: (a) five percent (5%) of the amount of the Transaction
Purchase Price up to $1 million; (b) four percent (4%) of the amount of the
Transaction Purchase Price over $1 million and less than $2 million; (c) three
percent (3%) of any amount of the Transaction Purchase Price over $2 million and
less than $3 million; (d) two percent (2%) of any amount of the Transaction
Purchase Price over $3 million and less than $4 million; and (e) one percent
(1%) of any amount of the Transaction Purchase Price in excess of $4
million.
Once
determined, the Extended Transaction Bonus value is then allocated one-half to
cash and one-half to Parent common stock, where the stock is valued in the
following manner: (a) if the Parent common stock is trading, then the average
closing price (or the midpoint between the bid and asked price, if there is no
closing price quoted) for the ten day trading period preceding the Transaction
closing date; and (b) if the Parent common stock is not traded, then the fair
market value of the Parent common stock, as set forth in the relevant
Transaction, or if not so set then, as set by the Parent board of
directors.
By way of
illustration and clarification only, assuming a $1.35 trading
price:
if the
Transaction Purchase Price is $5.5 million, Executive’s Transaction Bonus would
equal $77,500 in cash and 57,407 shares of Parent common stock:
[.05 x $1
million + .04 x $1 million + .03 x $1 million + .02 x $1 million + .01 x $1.5
million = $155,000] X ½
Extended
Transaction Bonus:
$155,000
X ½ = $77,500 cash
$77,500 ÷
1.35 (or average trading price) = 57,407 shares of Parent common
stock.
The
parties acknowledge that the Executive shall not be entitled to any other form
of bonus in connection with the Transaction.
3. Payments.
In lieu
of any accrued, currently existing or prospective payments pursuant to his
employment and in consideration of Executive’s undertakings under this
Agreement, the Company will pay Executive a salary at the rate of $90,600.00 per
year, commencing April 1, 2005 and pro rated across a 365 day period and payable
in accordance with Company’s regular pay roll practice until the Consulting
Termination Date (“Consulting Salary”). The Consulting Salary payments will end
as of the close of business on the day that immediately precedes the Consulting
Termination Date.
4. Benefits,
Expenses and Existing Obligations.
(a) Executive
may retain his Company computer Model Latitude D600, Serial Number FQLJ61, which
is valued at $1,000.00, which amount will be offset against expenses payable to
Executive pursuant to Section 4(b).
(b) Company
acknowledges that Executive has transferred and assigned to the Company the
lease agreement to the condominium located in Rochester, New York (the “Condo
Lease”), and surrendered the premises to the Company no later than March 31,
2005. Executive shall retain the personal property listed on Schedule
4(b)(1) and
Company may purchase, but is under no obligation to do so, such items of
personal property identified by Executive on Schedule
4(b)(2) in an
amount equal to $1,000.00 (the “Personal Property Purchase Price”).
(c) The
Company shall reimburse Executive for expenses incurred during his employment in
an amount equal to $21,281.50 in full and complete satisfaction of amounts owed
Executive for reimbursable expenses (“Existing Expenses Payment”).
(d) Until the
Consulting Termination Date, the Company shall reimburse the Executive for all
pre-approved, reasonable, ordinary, and necessary business expenses incurred by
him in connection with the performance of his duties hereunder (“Approved
Expenses”). These reimbursable expenses must receive the prior written approval
of the board of directors or its designee. These reimbursable expenses include,
but are not limited to, ordinary and necessary travel, lodging and dining
expenses and entertainment expenses and including the use of Executive’s cell
phone. The reimbursement of business expenses will be governed by the policies
for the Company and the terms otherwise set forth herein. The Executive shall
provide the Company with an accounting of his expenses, which accounting shall
clearly reflect which expenses were incurred for proper business purposes in
accordance with the policies adopted by the Company and the provisions set forth
in this Agreement and as such are reimbursable by the Company. The Executive
shall provide the Company with such other supporting documentation and other
substantiation of reimbursable expenses as will conform to Internal Revenue
Service or other requirements. All such reimbursements shall be payable by the
Company to the Executive within a reasonable time after receipt by the Company
of appropriate documentation therefore.
(e) The Grid
Note, attached hereto as Exhibit
1, is
hereby terminated, effective as of the Effective Date. As of the date hereof,
the Company has extended approximately $156,000.00 to Executive as part of the
Grid Note (the “Indebtedness”). The Company hereby forgives the Indebtedness of
Executive plus all interest due and owing the Company under the Grid Note (the
“Total Indebtedness”). The Executive has realized income as a result of the debt
forgiveness, which is subject to income tax, triggering a tax withholding
obligation in the amount of $47,994.88 (the “Grid Tax Obligation”). Executive
agrees to remit a check to the Company in the amount of the Grid Tax Obligation
within 5 days of execution of the Agreement. The company agrees to provide the
appropriate confirmation that the 47,994.88 was deposited in the Federal/State
witholding account of the executive.
(f) The
Company shall transfer and assign and Executive shall assume the lease agreement
for the 2002 Lexus (the “Lexus Lease”) for the remainder of the Lexus Lease term
(approximately five (5) months) and all obligations thereunder. Subject to said
assignment, Company shall reimburse Executive for the monthly Lexus Lease
payment, in an amount up to $857.00 per month (the “Lexus Lease Payment”), for a
period not to exceed five (5) months. Upon the Effective Date, Executive shall
be responsible for all other costs and expenses associated with the Lexus,
including, but not limited to, insurance, fuel, maintenance, repair and upkeep.
If Executive fails to assume the Lexus Lease, he shall return the Lexus to the
Company at 00 Xxxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx, no later than May 1,
2005.
(g) The
Parent shall issue a stock certificate for 85,000 shares of Parent common stock
owed to him pursuant to the Frontrunner transaction. The remaining 15,000 are
being held in an escrow account pursuant to the terms of the Frontrunner
transaction.
5. INTENTIONALLY
OMITTED.
6. Certain
Covenants. All
references to the Company in this Section
6 shall
include the Parent Company and any of its Affiliates.
(a) Non-Disclosure
of Confidential Information.
Executive hereby acknowledges and agrees that the duties and services that have
been performed by Executive pursuant to his employment and which are to be
performed by Executive under this Agreement are special and unique and that as
of a result, Executive has and will acquire, develop and use information of a
special and unique nature and value that is not generally known to the public or
to the Company’s industry, including but not limited to, certain records, phone
locations, documentation, software programs, price lists, customer lists,
contract prices for the Company’s services, business plans and prospects of the
Company, equipment configurations, ledgers and general information, employee
records, mailing lists, accounts receivable and payable ledgers, financial and
other records of the Company or its affiliates, and other similar matters (all
such information being hereinafter referred to as “Confidential Information”).
Executive further acknowledges and agrees that the Confidential Information is
of great value to the Company and its affiliates and that the restrictions and
agreements contained in this Agreement are reasonably necessary to protect the
Confidential Information and the goodwill of the Company. Accordingly, Executive
hereby agrees that:
(i) Executive
will not, for the period commencing on the Effective Date through the Consulting
Termination Date and for a period of four (4) years thereafter, directly or
indirectly, except in connection with Executive’s performance of the duties
under this Agreement, or as otherwise authorized in writing by the Company for
the benefit of the Company, divulge to any person, firm, corporation, limited
liability company, or organization, other than the Company (hereinafter referred
to as “Third Parties”), or use or cause or authorize any Third Parties to use,
the Confidential Information, except as required by law; and
(ii) Upon the
Consulting Termination Date, Executive shall deliver or cause to be delivered to
the Company any and all Confidential Information, including drawings, notebooks,
notes, records, keys, disks data and other documents and materials belonging to
the Company which are in his possession or under his control relating to the
Company, regardless of the medium upon which it is stored, and will deliver to
the Company upon the Consulting Termination Date any other property of the
Company which is in his possession or control.
(b) Non-Solicitation
Covenant.
Executive hereby covenants and agrees that for the period commencing on the
Effective Date through the Consulting Termination Date and for a period of two
(2) years thereafter, Executive shall not: (i) induce or attempt to induce any
employee (or any person who was an employee during the year preceding the date
of any solicitation) of the Company to leave the employ of the Company, or in
any way interfere with the relationship between any such employee and the
Company; and (ii) not directly or indirectly solicit, induce or attempt to
induce any customer or prospective customer of the Company to purchase or
license goods or services competitive with those offered by the Company, or
directly or indirectly seek to lessen the business opportunities of the Company.
For purposes hereof, “prospective vendor or customer” shall mean any person or
entity which has been solicited for business by Executive or any officer or
other employee of the Company or its Affiliates at any time during Executive’s
engagement by the Company. Following the Consulting Termination Date, Executive
shall be permitted to hire for himself or his employer, former employees of the
Company, provided that Consultant does not violate the terms of this
Section
6(b) prior to
the Consulting Termination Date.
(c) Remedies.
(i) Injunctive
Relief.
Executive expressly acknowledges and agrees that the “Business of the Company”
(as that term is defined herein) is highly competitive and that a violation of
any of the provisions of Sections 6(a) or 6(b) would cause immediate and
irreparable harm, loss and damage to the Company not adequately compensable by a
monetary award. Executive further acknowledges and agrees that the time periods
provided for herein are the minimum necessary to adequately protect the Business
of the Company, the enjoyment of the Confidential Information and the goodwill
of the Company. Without limiting any of the other remedies available to the
Company at law or in equity, or the Company’s right or ability to collect money
damages, Executive agrees that any actual or threatened violation of any of the
provisions of Sections 6(a) or 6(b) may be immediately restrained or enjoined by
any court of competent jurisdiction, and that a temporary restraining order or
emergency, preliminary or final injunction may be issued in any court of
competent jurisdiction, without notice and without bond. Notwithstanding
anything to the contrary contained in this Agreement, the provisions of this
Section 6(d) shall survive the termination of this Agreement.
(ii) Enforcement. It is
the desire of the parties that the provisions of Sections 6(a) and 6(b) be
enforced to the fullest extent permissible under the laws and public policies in
each jurisdiction in which enforcement might be sought. Accordingly, if any
particular portion of Sections 6(a) or 6(b) or 6(c) shall ever be adjudicated as
invalid or unenforceable, or if the application thereof to any party or
circumstance shall be adjudicated to be prohibited by or invalidated by such
laws or public policies, such section or sections shall be: (i) deemed amended
to delete therefrom such portions so adjudicated; or (ii) modified as determined
appropriate by such a court, such deletions or modifications to apply only with
respect to the operation of such section or sections in the particular
jurisdictions so adjudicating on the parties and under the circumstances as to
which so adjudicated.
All
references to the Company in this Section 6 shall include “Affiliates” of the
Company, as that term is construed under Rule 405 of the Securities Act of 1933,
as amended, including but not limited the Parent Company and any of the Parent
Company’s subsidiaries.
The term
“Business of the Company” shall include all business activities and ventures
related to the business of providing of any of the following: (a) application
performance management tools, software, equipment or consulting services related
to application performance management; or (b) solutions to the call center
business used or expressly contemplated by Company at any time during the term
of Executive’s engagement with the Company; or designing, installing and
servicing customer-premise voice/data/video networks; or (c) a value-added
reseller of communications equipment to the small-mid business segment; or (d)
network maintenance and monitoring, consulting and outsourcing in both the
network and information technology space to monitor, manage, impose network
security, and repair service outages for customer networks; or (e) call
center/Integrated Voice Response (IVR) applications; or (f) PBX switching
equipment and supporting add-ons (e.g. voice mail, wireless customer premise
equipment extensions, business network (LAN/WAN) switches and routers,
videoconferencing equipment for private business networks, and contact center
management hardware and software); or (g) all other businesses in which the
Company is engaged in as of the Consulting Termination Date.
7. Disclosure
Regarding Agreement; Non-Disparagement.
(a) Executive
agrees not:
(i) to
discuss, orally or in writing, any aspect of this Agreement or its subject
matter with anyone inside the Company other than its board of directors, its
Counsel, or the successor President; and
(ii) to
discuss, orally or in writing, any aspect of the matter with anyone outside the
Company other than his legal counsel and, if necessary, his
accountant.
(b) The
parties agree that the Company may make such disclosure regarding Executive’s
resignation as President of the Company as in the judgment of the Company’s
Counsel is required by law, or regulation.
(c) Each
party hereto agrees that it will not disparage the other following the date of
this Agreement. In the event of an inquiry to the Company from third parties as
to the circumstances surrounding Executive’s cessation of employment, the
Company will advise that the parties agreed to mutually part company as
Executive has elected to pursue other business interests.
(d) The
agreements in this Section 7 shall survive the termination of this
Agreement.
8. Representations
and Warranties.
Executive represents and warrants to the Company that to the best of his
knowledge he has not engaged in any violation of law or any breach of any
fiduciary duty owed as an officer of the Company that could give rise to the
Company having a claim against him. Executive has not filed any complaints or
charges or lawsuits against the Company, its officers or its directors in any
court or before any government agency.
9. INTENTIONALLY
OMITTED.
10. INTENTIONALLY
OMITTED.
11. Acknowledgment.
(a) By
entering into this Agreement, Executive acknowledges that:
(i) Executive
is knowingly and voluntarily entering into this Agreement;
(ii) The
Company is not admitting any liability or violation of any law, contract or
other agreement;
(iii) No
promise or inducement has been offered to Executive except as set forth
herein;
(iv) This
Agreement has been written in understandable language, and all provisions hereof
are understood by Executive;
(v) Executive
has been advised in writing to consult with an attorney prior to executing this
Agreement;
(vi) Executive
has had a period of at least seven days within which to consider this Agreement
before accepting the same and, by signing this Agreement earlier than seven days
following receipt of it, Executive acknowledges that he has knowingly and
voluntarily waived the seven day period and has accelerated the date when he may
begin receiving the separation/severance payments following expiration of the
revocation period referenced in paragraph (vii); and
(vii) Executive
has the right to revoke this Agreement for a period of seven days following his
execution hereof, and this Agreement will not become effective or enforceable
until such seven day period has expired.
(viii) Executive
hereby releases any claims or causes of action he might have under any local,
federal or state law, including, without limitation, the Federal Age
Discrimination in Employment Act of 1967, as amended, the Civil Rights Act of
1964, as amended; the Employee Retirement Income Security Act of 1974, as
amended; the Family and Medical Leave Act of 1993; Title VII of the Civil Rights
Act of 1964, as amended; the Americans with Disabilities Act; the Civil Rights
Act of April 9, 1866; the Federal Occupation Safety and Health Act and the
Chicago Human Rights Ordinance.
(b) Should
Executive desire to revoke this Agreement, Executive must notify the Company in
writing at Parent Company’s address as set forth in Section 12 Notice below,
attention: Skip Xxxx, prior to the close of business on the seventh day
following the date when he signs this Agreement. If Executive declines to accept
the terms of this Agreement or, having accepted them, effectively revokes his
acceptance thereof, this Agreement will have no force or effect and neither its
terms, nor any of the discussions of the parties relative to its negotiation,
will be admissible in evidence in any proceeding brought by or on behalf of
Executive against the Company or any other person.
12. Notice. Any
notice required or permitted to be given to a party pursuant to the provisions
of this Agreement must be in writing and will be deemed to have been given on
the date of receipt if delivered by messenger or transmitted via facsimile to,
or if mailed to such party by registered or certified mail, postage prepaid, at,
the address for such party set forth below (or to such other address or party as
such party shall designate in writing to the other party from time to
time).
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If
to the Company, to: |
Capital
Growth Systems, Inc. | |
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00
Xxxx Xxxxxxxx Xxxxx, Xxxxx X | ||
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Xxxxxxxxxx,
XX 00000 | ||
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Attention:
Skip Xxxx | ||
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Facsimile:
000-000-0000 | ||
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with
a copy to: | ||
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Xxxxxxx
& Xxxxxxxx Ltd. | ||
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000
Xxxxx Xxxxxxxx Xxxxxx - Xxxxx 0000 | ||
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Xxxxxxx,
XX 00000 | ||
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Attention:
Xxxxxxxx X. Xxxxxxxxx, Esq. | ||
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Facsimile:
000-000-0000 | ||
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If
to Executive, to: |
The
address set forth directly below his
signature. |
13. Modification
and Waiver.
(a) No waiver
or modification of this Agreement or of any covenant, condition, or limitation
herein contained will be valid or effective unless in writing and duly executed
by the party to be charged therewith and no evidence of any waiver or
modification will be offered or received in evidence in any proceeding or
litigation between the parties arising out of or affecting this Agreement, or
the rights or obligations of the parties hereunder, unless such waiver or
modification is in writing, duly executed as aforesaid.
(b) The
parties further agree that the provisions of paragraph (a) above may not be
waived except as herein set forth. No waiver of any of the provisions of this
Agreement will be deemed, or will constitute, a waiver of any other provision,
whether or not similar, nor will any waiver constitute a continuing waiver. No
waiver of any breach of condition of this Agreement will be deemed to be a
waiver of any other subsequent breach of condition, whether of like or different
nature.
14. Consent
to Jurisdiction, Venue and Service of Process. Each of
the Company and Executive, after having had an opportunity to consult with legal
counsel, knowingly, voluntarily, intentionally, and irrevocably:
(a) consents
to the jurisdiction of the courts of Xxxx County, in the State of Illinois and
in the United States District Court for the Northern District of Illinois with
respect to any action, suit, proceeding, investigation, or claim
(“Litigation”);
(b) waives
any objections to the jurisdiction and venue of any Litigation in either such
court;
(c) agrees
not to commence any Litigation except in either of such courts and agrees not to
contest the removal of any Litigation commenced in any other court to either of
such courts;
(d) agrees
not to seek to remove, by consolidation or otherwise, any Litigation commenced
in either of such courts to any other court; and
(e) waives
personal service of process in connection with any Litigation and consent to
service of process by registered or certified mail, postage prepaid, addressed
as set forth herein.
These
provisions will not be deemed to have been modified in any respect or
relinquished by any party except by written instrument executed in accordance
with Section 13.
15. Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law if a judicial
determination is made that any of the provisions of this Agreement constitutes
an unreasonable or otherwise unenforceable restriction against any party, the
parties hereto agree and it is their desire, that the court shall substitute a
judicially enforceable limitation in its place, and that as so modified the
covenant shall be binding upon the parties as if originally set forth herein.
Such determination shall not affect the validity of the remaining
provisions.
16. Advice
of Counsel.
Executive acknowledges that he has been provided the opportunity to be
represented by competent counsel in connection with the negotiation,
preparation, and signing of this Agreement and the other document(s)
contemplated hereby, that he understands and agrees to every term contained
herein and therein, and that this Agreement and the other document(s) were
negotiated at arm’s length. Any rule of construction which would otherwise hold
that any ambiguity in this Agreement should be construed for or against one
party over any other is hereby waived.
17. Further
Assurances. The
parties agree to take such action and execute and deliver, promptly upon
request, such additional documents as may be necessary or appropriate to
implement the terms of this Agreement and effectuate its intent.
18. Costs
and Expenses. In the
event of a breach of this Agreement, the prevailing party shall recover from the
non-prevailing party all costs and expenses, including actual attorney’s fees,
incurred in compelling compliance with this Agreement.
19. Governing
Law. This
Agreement will be governed by and construed in accordance with the laws of the
State of Illinois, without giving effect to its principles of conflicts of
laws.
20. Entire
Agreement. This
Agreement constitutes the entire agreement between the parties pertaining to the
subject matter hereof and supersedes all prior and contemporaneous agreements,
representations, and understandings, whether oral or in writing, of the parties.
21. Counterparts. This
Agreement may be executed in one or more counterparts, whether by photocopy,
original or facsimile, each of which will be deemed to constitute an original
but all of which together will constitute one and the same
instrument.
22. Successors
and Assigns.
(a) Executive
may not assign any rights or obligations under this Agreement without the prior
written consent of the Company. This Agreement will be binding upon and inure to
the benefit of Executive and his heirs, personal representatives, and permitted
successors and assigns.
(b) The
Company may assign any rights or obligations under this Agreement without the
prior written consent of Executive. This Agreement will be binding upon and
inure to the benefit of the Company and its successors and assigns.
23. Third
Party Beneficiaries. Each of
the Employer Released Parties that is not a party to this Agreement will be a
third party beneficiary of this Agreement. Each of the Employee Released Parties
that is not a party to this Agreement will be a third party beneficiary of this
Agreement. This Agreement will be enforceable by each such Employer Released
Party and each such Employee Released Party to the same extent as if the
Releasee were a party hereto.
24. Return
of Other Company Property.
Executive agrees that he will, within thirty (30) days after the Effective Date,
return to the Company all of its property not needed by him to act as
consultant, and return to the Company all property of the Company, including but
not limited to, any Company credit cards, keys, office furniture and equipment.
The Company may cancel any Company credit cards at any time.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
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COMPANY: |
EXECUTIVE: | |||
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Frontrunner
Network Systems,Inc. |
/s/ Xxxxx Xxxxxxx | |||
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Xxxxx
Xxxxxxx | ||||
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By: |
/s/ Xxx Xxxxxxxxx | |||
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Its: |
President |
Address: |
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PARENT: |
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Capital
Growth Systems, Inc. |
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By: |
/s/ Xxx Xxxxxxxxx | |||
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Its: |
Co - CEO |
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