ex 10.1
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT (the "Agreement") is effective as of June 24,
2005 ("Effective Date") by and between DIRECTVIEW, INC., a Nevada corporation
(the "Company") and XXXXXXX XXXXX, an individual resident in the State of New
York (the "Perry").
RECITALS:
A. The Company and Perry are the parties to an Employment
Agreement dated as of February 23, 2004 (the "Employment
Agreement").
B. The Company and Perry desire to terminate the Employment
Agreement, upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Termination of Employment Agreement. Effective on the date set forth
above (the "Termination Date") the Employment Agreement is hereby terminated,
and shall cease to be of any further force or effect. Termination of the
Employment Agreement shall be deemed a termination "without Cause" as defined in
Section 3.1(c) of the Employment Agreement.
2. Resignations. Perry hereby resigns as an officer and/or director of the
Company, Meeting Technologies, Inc. and each of their respective subsidiaries
and affiliates, effective on the Termination Date.
3. Payments to Perry. Upon delivery to the Company of the items required to be
delivered under Section 4 of this Agreement, the Company shall pay to Perry the
sum of (a) $2,423.08, representing all compensation due to Perry under the
Employment Agreement through the Termination Date, and (b) $970.50, representing
all unpaid expense reimbursement due to Perry in connection with his services
rendered prior to the Termination Date.
4. Return of Equipment and Other Information. On or before July 8, 2005, Perry
shall deliver to the Company, all equipment of the Company currently in the
possession or under the control of Perry. Such equipment shall include the
equipment identified on Schedule A to this Agreement, as well as any and all
other equipment of the Company currently in the possession or under the control
of Perry. On or before July 8, 2005, Perry will return to the Company all
non-confidential, confidential and/or proprietary information that he received
prior to or during the course of his employment by the Company or any of its
subsidiaries or affiliates.
5. Relinquishment of Shares. Perry hereby surrenders and relinquishes any and
all entitlement to Certificate No. 2672, evidencing 500,000 shares of the
Company's common stock (the "Shares") registered in the name of Perry. Perry
acknowledges and agrees that he is not entitled to any securities or other
payments from the Company in the place and stead of the Shares. Perry agrees to
execute such other and further documents as are necessary in order to evidence
his relinquishment of the Shares and the right of the Company to cancel the
Shares on its books and records.
6. Acknowledgement by Perry. Except as specifically set forth in this Agreement,
Perry acknowledges that he is not entitled to any further compensation or other
payments, including securities of the Company or any of its subsidiaries or
affiliates, under the Employment Agreement through the Termination Date.
7. Non-Solicitation. Perry hereby agrees that for a period commencing on the
date of this Agreement and ending two (2) years from the Termination Date, Perry
will not, directly or indirectly, as employee, agent, consultant, principal or
otherwise (a) solicit any business from or in any way transact or seek to
transact any business with or otherwise seek to influence or alter the
relationship between the Company or any of its affiliates with, (i) any person
or entity to whom the Company, Meeting Technologies, Inc. or any of their
respective affiliates provided business-related services at any time during the
two (2) year period preceding the Termination Date, or (ii) any person with whom
the Company or any of its affiliates have commenced discussions designed to
result in the Company or any of its affiliates providing business-related
services in the future, or (b) solicit for employment or other services or
otherwise seek to influence or alter the relationship between the Company,
Meeting Technologies, Inc. or any of their respective affiliates, of any person
who is or was an employee of the Company, Meeting Technologies, Inc. or any of
their respective affiliates at any time during the two (2) year period preceding
the Termination Date.
8. Mutual Releases.
(a) Subject to the performance of this Agreement by the
Company, Perry and his heirs, assigns, successors and personal representatives
hereby release the Company and each of its officers, directors, subsidiaries,
affiliates employees and agents from any and all suits, claims, proceedings,
expenses, losses, liabilities and damages that arose, have arisen or may arise
under the Employment Agreement.
(b) Subject to the performance of this Agreement by Perry, the
Company and each of its officers, directors, subsidiaries, affiliates employees
and agents hereby release Perry and his heirs, assigns, successors and personal
representatives from any and all suits, claims, proceedings, expenses, losses,
liabilities and damages that arose, have arisen or may arise under the
Employment Agreement.
9. Public Disclosure. The Company shall file a Form 8-K with the United States
Securities and Exchange Commission disclosing termination of the Employment
Agreement and the provisions of this Agreement. The Company and Perry
acknowledge and agree that the circumstances upon which this Agreement has been
entered into have not resulted from a disagreement between the Company and Perry
as to any matter, and the Form 8-K to be filed will not reflect that this
Agreement was the result of any such disagreement. The Company may issue a press
release consistent with the information to be included in the Form 8-K. and
Perry agree that neither Except as aforesaid, neither party shall make any
public disclosure of the existence of this Agreement or the terms and conditions
hereof, except as may be required by applicable law. The Company will, directly
or indirectly, make or release any disparaging, derogatory or critical comments
or information concerning the other to the media or to any third parties.
10. General. This Agreement and the collateral releases executed in connection
with the provisions hereof contain the entire agreement among the parties and
supercedes all prior agreements with respect thereto. This Agreement shall be
governed and construed in accordance with the laws of the State of Florida. The
invalidity or unenforceability of any term, paragraph, covenant or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any par thereof.
DIRECTVIEW, INC.
By: ____________________
Xxxxxxx Xxxxxxx
Chairman and Director
----------------------
Xxxxxxx Xxxxx
