EXHIBIT 10.18
SEPARATION AGREEMENT
This Separation Agreement (this "Agreement") is dated as of February 1,
1999, and is entered into between XXXXX XXXXXX, with an address at 000 Xxxxxxx
Xxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000, ("Xxxxxx") and IDF International, Inc., a
New York Corporation, Xxxxxx-Xxxxxx, Inc., a New York Corporation, and TechStar
Communications, Inc., a Delaware Corporation, all with offices located at 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (IDF International, Inc. being
referred to as the "Company" and together with Xxxxxx-Xxxxxx, Inc. and TechStar
Communications Inc., jointly and severally, the "Companies").
1. Termination of Employment and Employment Agreement. On August 25,
1997, Xxxxxx and IDF International, Inc. entered into an employment agreement
(the "Employment Agreement"). Xxxxxx and the Company hereby agree and
acknowledge that Xxxxxx'x employment with the Company pursuant to the Employment
Agreement shall terminate effective as of February 1, 1999 (the "Effective
Date"). Except as otherwise expressly set forth herein, the parties hereto agree
that the rights and obligations of Xxxxxx and the Company arising under the
Employment Agreement shall terminate and be of no further force and effect as of
the Effective Date, it being agreed upon that the benefits hereunder are a
material inducement to Xxxxxx entering into this Separation Agreement.
2. Release. In consideration of the benefits set forth in Section 3
below, the release described in Section 4 and other accommodations made to
Xxxxxx, Xxxxxx hereby releases, waives, discharges and gives up any and all
rights which Xxxxxx may have against the Companies and those officers, directors
and/or shareholders who are signatories hereto, arising out of (a) Xxxxxx'x
employment with the Companies, or any position held by him, including his
position as an officer and director of the Companies, or termination therefrom
or the circumstances related thereto or (b) by reason of any other manner, cause
or thing whatsoever to the date of Xxxxxx'x execution and delivery of this
Agreement, except to the extent the rights or obligations continue pursuant to
this Agreement. Nothing in this Agreement shall preclude Xxxxxx from exercising
his rights with respect to Xxxxxx'x vested stock options in the Company issued
to Xxxxxx during the course of his employment, as more fully described in
Section 6 below. Notwithstanding this release, any and all indemnifications to
which Xxxxxx is entitled pursuant to the Employment Agreement, or an Indemnity
Agreement between the parties hereto dated January 23, 1998, or pursuant to the
Certificates of Incorporation, By-Laws, resolutions, or currently existing
corporate practices, or any other corporate policy or agreement or undertaking
of any of the Companies, shall remain in full force and effect and shall survive
the termination of the Employment Agreement and/or this Separation Agreement,
and in all events Xxxxxx shall be entitled to all benefits and rights
thereunder.
3. Benefits. As consideration for entering into this Agreement, Xxxxxx
shall receive, or have the use of, as the case may be:
A. Commencing on the Effective Date and continuing until the earlier of
(a) March 31, 1999 or (b) Xxxxxx'x securing and commencing full time employment
of his choosing, Xxxxxx shall be paid by the Companies in the normal course of
business at the rate of $150,000 per annum;
B. The Companies' leased Infiniti Q45 automobile, which is currently
used by Xxxxxx, for Xxxxxx'x exclusive use. Until lease expiration, the
Companies shall continue to make all monthly lease payments and shall continue
to be responsible to pay for insurance and any and all costs and expenses of
returning the vehicle at the end of the lease, provided however, that Xxxxxx
shall endeavor, in good faith, to have the lease obligations assumed by a
successor full time employer, if any, and shall utilize his reasonable efforts
to keep the automobile in good condition and repair, reasonable wear and tear
excepted; and
C. In connection with this Agreement, the Companies shall make their
and Xxxxxx'x COBRA premium payments for a period equal to the earlier of one
year or Xxxxxx'x securing and commencing full time employment of his choosing.
4. Release by Companies. As additional consideration for entering into
this Agreement, the Companies and each of their officers, directors and/or
shareholders who are signatories hereto, hereby release, waive, discharge and
give up any and all rights which any or all them may have against Xxxxxx arising
out of (a) Xxxxxx'x employment with the Companies or any position held by him,
including his position as an officer and director of the Companies or
termination therefrom or the circumstances related thereto or (b) by reason of
any other manner, cause or thing whatsoever to the date of Xxxxxx'x execution
and delivery of this Agreement.
5. Consultation. The parties agree that in his sole and absolute
discretion, upon request of the Companies, Xxxxxx (directly or through a
consulting company) may serve the Companies as a business development consultant
on matters relating to the business of the Companies (the "Services"). The
Services may include introductions to prospective clients and other business
opportunities, and assisting in the development of such business relationships
and facilitating business transactions. Xxxxxx shall not be required to travel
or expend any monies in connection with such services, if he chooses to provide
them. Further, Xxxxxx may render consulting or other services to other parties
requiring most or all of his time, attention, skill and energy. Accordingly,
Xxxxxx, in his sole and absolute discretion, shall devote only as much time and
attention, and by such methods, as he desires. The failure or inability of
Xxxxxx to render services by reason of other business commitments, absences, ill
health, death, temporary or permanent disability, or for any other cause, shall
not constitute a failure by him to perform hereunder and shall not be deemed a
breach or default hereunder. Except as otherwise provided in this Agreement, it
is expressly understood that at no time shall Xxxxxx, when undertaking
consulting functions, be considered an employee, officer, agent or director of
the Companies or any of their respective subsidiaries or affiliates. The
Companies shall pay to Xxxxxx reasonable and equitable compensation, as mutually
agreed upon by the parties, for all consulting services rendered by him
hereunder upon request of the Companies. Xxxxxx shall be an independent
contractor and shall be solely responsible for any tax obligations he incurs as
a result of the payments provided for herein.
6. Payment of Compensation and Benefits under Employment Agreement. It
is understood and agreed that Companies shall be obligated to pay Xxxxxx all
accrued base salary, as described in Paragraph 3(a) of the Employment Agreement
through the Effective Date. Companies
shall also reimburse Xxxxxx for all expenses, as set forth in Paragraph 3(c) of
the Employment Agreement, incurred through the Effective Date. The Companies and
Xxxxxx acknowledge that in accordance with Paragraph 3 (d) of the Employment
Agreement, Xxxxxx has 71,379 immediately exercisable vested Options (as defined
in the Employment Agreement). Nothing herein shall be deemed to prohibit Xxxxxx,
from immediately or at any time up to November 30, 2002, from exercising the
Options. It is understood and agreed that the Options not previously vested and
immediately exercisable under the Employment Agreement shall immediately
terminate as of the Effective Date. All rights of Xxxxxx in any options pursuant
to the Employment Agreement, including, but not limited to, those set forth in
section 3 (d) (vi) (Assignment of Option), (vii) (Reservation of Option Shares:
Registration of Options), (viii) (Cashless Exercise), and (ix) (Public
Distribution of Option Shares), shall continue to apply to all 71,379 vested
options.
7. Restrictive Covenant. It is understood and agreed that the
restrictive covenants described in Paragraph 5 (b) (ii) of the Employment
Agreement shall terminate and be of no further force and effect. The above
notwithstanding, and provided that Companies are not in material default under
this Agreement, Xxxxxx shall not, for a period of one year commencing on the
Effective Date, invest, carry on, engage or become involved, either as an
employee, agent, advisor, officer, director, stockholder (excluding ownership of
not more than 5% of the outstanding shares of a publicly held corporation),
manager, partner, joint venture, participant, or consultant, in any business
enterprise which directly competes against TechStar Communications, Inc. in
providing site acquisition, zoning, architectural and engineering consulting and
design services to the wireless telecommunications industry. The remainder of
Paragraph 5 shall remain in full force and effect in the manner described
therein.
8. Resignation from Office. As of the Effective Date, Xxxxxx hereby
resigns from all positions in the Companies including as a director, officer and
employee.
9. Who is Bound. The Companies and Xxxxxx are bound by this Agreement.
Anyone who succeeds to Xxxxxx'x rights and responsibilities, such as the
executors of Xxxxxx'x estate, shall hereby be bound, and anyone who succeeds to
the Companies' rights and responsibilities, such as successors and assigns, are
also bound.
10. Remedies. In the event that the Companies breach this Agreement or
otherwise default with regard to any of their respective obligations hereunder
for more than fifteen (15) days following written notice of an initial breach,
or without notice following a subsequent breach, then all rights, including
without limitation, all rights to salary and benefits, of Xxxxxx pursuant to
this Separation Agreement shall be accelerated and paid to him immediately,
subject only to a credit to the Companies for funds previously paid, and subject
to Xxxxxx'x being obligated to return accelerated funds to the extent such funds
ultimately exceed amounts to which Xxxxxx would otherwise have been entitled,
and Xxxxxx'x obligations pursuant to the restrictive covenant shall terminate.
11. Construction of Agreement. In the event that one or more of the
provisions contained in this Agreement shall for any reason be held
unenforceable in any respect under the law of any State of the United States,
such unenforceability shall not affect any other provision of this Agreement,
but this Agreement shall then be construed as if such unenforceable provision or
provisions had never been contained herein. This Agreement shall be governed
under the laws of the State of New York, without reference to choice of laws or
rules.
12. a. Arbitration. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled exclusively by final
and binding arbitration administered by the American Arbitration Association in
New York City, in accordance with its applicable rules; and judgment upon the
award rendered by the arbitrator may be entered by any court having jurisdiction
thereof.
b. Non-Disparagement. Both the Companies and Xxxxxx further
agree not to make any defamatory or derogatory statements concerning one
another.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original hereof, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have agreed and accepted this
Agreement on the day first above written.
/s/ Xxxxx Xxxxxx
--------------------------
XXXXX XXXXXX
IDF INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------
XXXXXX X. XXXXX, CHAIRMAN
TECHSTAR COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------
XXXXXX-XXXXXX, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------
The undersigned, as officer and/or director and/or shareholder, grants
a release as fully set forth in Paragraph 4 and in consideration of the release
each received in Paragraph 2.
/s/ Xxxxxx Xxxxx
--------------------------
XXXXXX X. XXXXX
/s/ Xxxxxxx Xxxxxx
--------------------------
XXXXXXX XXXXXX
/s/ Xxxxxxxx Xxxxxx
--------------------------
XXXXXXXX XXXXXX
/s/ Simentov Moskona
--------------------------
SIMENTOV MOSKONA
/s/ Lembit Kald
--------------------------
LEMBIT KALD
EXHIBIT 10.19
SEPARATION AGREEMENT
This Separation Agreement (this "Agreement") is dated as of March 23,
1999, and is entered into between XXXXXX XXXXXXX, with an address at 0000 Xxxx
Xxxxx, Xxxxx Xxxxx, Xxxxxxxx 00000, ("Xxxxxxx") and IDF International, Inc., a
New York Corporation, Xxxxxx-Xxxxxx, Inc., a New York Corporation, and TechStar
Communications, Inc., a Delaware Corporation, all with offices located at 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (IDF International, Inc. being
referred to as the "Company" and together with Xxxxxx-Xxxxxx, Inc. and TechStar
Communications Inc., jointly and severally, the "Companies").
1. Termination of Employment and Employment Agreement. On August 25,
1997, Xxxxxxx and IDF International, Inc. entered into an employment agreement
(the "Employment Agreement"). Xxxxxxx and the Company hereby agree and
acknowledge that Xxxxxxx'x employment with the Company pursuant to the
Employment Agreement shall terminate effective as of March 23, 1999 (the
"Effective Date"). Except as otherwise expressly set forth herein, the parties
hereto agree that the rights and obligations of Xxxxxxx and the Company arising
under the Employment Agreement shall terminate and be of no further force and
effect as of the Effective Date, it being agreed upon that the benefits
hereunder are a material inducement to Xxxxxxx entering into this Separation
Agreement.
2. Release. In consideration of the benefits set forth in Section 3
below, the release described in Section 4 and other accommodations made to
Xxxxxxx, Xxxxxxx hereby releases, waives, discharges and gives up any and all
rights which Xxxxxxx may have against the Companies and those officers,
directors and/or shareholders who are signatories hereto, arising (a) out of
Xxxxxxx'x employment with the Companies, or any position held by him, including
his position as an officer and director of the Companies, or termination
therefrom or the circumstances related thereto or (b) by reason of any other
manner, cause or thing whatsoever to the date of Xxxxxxx'x execution and
delivery of this Agreement, except to the extent the rights or obligations
continue pursuant to this Agreement. Nothing in this Agreement shall preclude
Xxxxxxx from exercising his rights with respect to Xxxxxxx'x vested stock
options in the Company issued to Xxxxxxx during the course of his employment, as
more fully described in Section 6 below. Notwithstanding this release, any and
all indemnifications to which Xxxxxxx is entitled pursuant to the Employment
Agreement, or an Indemnity Agreement between the parties hereto dated January
23, 1998, or pursuant to the Certificates of Incorporation, By-Laws,
resolutions, or currently existing corporate practices, or any other corporate
policy or agreement or undertaking of any of the Companies, shall remain in full
force and effect and shall survive the termination of the Employment Agreement
and/or this Separation Agreement, and in all events Xxxxxxx shall be entitled to
all benefits and rights thereunder.
3. Benefits. As consideration for entering into this Agreement, Xxxxxxx
shall receive, or have the use of, as the case may be:
A. Commencing on the Effective Date and continuing until the earlier of
(a) April 30, 1999 or (b) Xxxxxxx'x securing and commencing full time employment
of his choosing, Xxxxxxx shall be paid by the Companies in the normal course of
business at the rate of $100,000 per annum;
B. The lease on the Mercedes ML320 automobile is currently in the
Company's name for Xxxxxxx'x use. The Companies shall, within thirty (30) days
after the execution and delivery hereof, pay Xxxxxxx an amount equal to one
year's lease payments, but only when Xxxxxxx shall have removed the Company's
name from the lease and Xxxxxxx shall have assumed all obligations and
liabilities thereunder, including all monthly lease payments, payment of
insurance and any and all costs and expenses of returning the vehicle at the end
of the lease; and
C. In connection with this Agreement, the Companies shall make their
and Xxxxxxx'x COBRA premium payments for a period equal to the earlier of one
year or Xxxxxxx'x securing and commencing full time employment of his choosing.
D. In addition to the foregoing benefits, Xxxxxxx shall retain his
personal laptop computer, an IBM 385CD.
4. Release by Companies. As additional consideration for entering into
this Agreement, the Companies and each of their officers, directors and/or
shareholders who are signatories hereto, hereby release, waive, discharge and
give up any and all rights which any or all them may have against Xxxxxxx
arising (a) out of Xxxxxxx'x employment with the Companies or any position held
by him, including his position as an officer and director of the Companies or
termination therefrom or the circumstances related thereto or (b) by reason of
any other manner, cause or thing whatsoever to the date of Xxxxxxx'x execution
and delivery of this Agreement.
5. Consultation. The parties agree that in his sole and absolute
discretion, upon request of the Companies, Xxxxxxx (directly or through a
consulting company) may serve the Companies as a business development consultant
on matters relating to the business of the Companies (the "Services"). The
Services may include introductions to prospective clients and other business
opportunities, and assisting in the development of such business relationships
and facilitating business transactions. Xxxxxxx shall not be required to travel
or expend any monies in connection with such services, if he chooses to provide
them. Further, Xxxxxxx may render consulting or other services to other parties
requiring most or all of his time, attention, skill and energy. Accordingly,
Xxxxxxx, in his sole and absolute discretion, shall devote only as much time and
attention, and by such methods, as he desires. The failure or inability of
Xxxxxxx to render services by reason of other business commitments, absences,
ill health, death, temporary or permanent disability, or for any other cause,
shall not constitute a failure by him to perform hereunder and shall not be
deemed a breach or default hereunder. Except as otherwise provided in this
Agreement, it is expressly understood that at no time shall Xxxxxxx, when
undertaking consulting functions, be considered an employee, officer, agent or
director of the Companies or any of their respective subsidiaries or affiliates.
The Companies shall pay to Xxxxxxx reasonable and equitable compensation, as
mutually agreed upon by the parties, for all consulting services rendered by him
hereunder upon request of the Companies. Xxxxxxx shall be an independent
contractor and shall be solely responsible for any tax obligations he incurs as
a result of the payments provided for herein. It is further understood by both
parties that Xxxxxxx shall perform the above mentioned functions from March 23,
1999 through April 30, 1999 in consideration of the payments specified in
paragraph 3(A).
6. Payment of Compensation and Benefits under Employment Agreement.
Companies shall reimburse Xxxxxxx for all documented expenses, as set forth in
Paragraph 3(c) of the Employment Agreement, incurred through the Effective Date.
The Companies and Xxxxxxx acknowledge that in accordance with Paragraph 3 (d) of
the Employment Agreement, Xxxxxxx has 71,379 immediately exercisable vested
Options (as defined in the Employment Agreement). Nothing herein shall be deemed
to prohibit Xxxxxxx, immediately or at any time up to November 30, 2002, from
exercising the Options. It is understood and agreed that any Options not
previously vested and immediately exercisable under the Employment Agreement
shall immediately terminate as of the Effective Date. All rights of Xxxxxxx in
any options pursuant to the Employment Agreement, including, but not limited to,
those set forth in section 3 (d) (vi) (Assignment of Option), (vii) (Reservation
of Option Shares: Registration of Options), (viii) (Cashless Exercise), and (ix)
(Public Distribution of Option Shares), shall continue to apply to all 71,379
vested options.
7. Restrictive Covenant. It is understood and agreed that the
restrictive covenants described in Paragraph 5 (b) (ii) of the Employment
Agreement shall terminate and be of no further force and effect. The above
notwithstanding, and provided that Companies are not in material default under
this Agreement, Xxxxxxx shall not, for a period of one year commencing on the
Effective Date, invest, carry on, engage or become involved, either as an
employee, agent, advisor, officer, director, stockholder (excluding ownership of
not more than 5% of the outstanding shares of a publicly held corporation),
manager, partner, joint venture, participant, or consultant, in any business
enterprise which directly competes against Communications, Inc. in providing
site acquisition, zoning, architectural and engineering consulting and design
services to the wireless telecommunications industry. The remainder of Paragraph
5 above shall remain in full force and effect in the manner described therein.
8. Resignation from Office. As of the Effective Date, Xxxxxxx hereby
resigns from all positions in the Companies including as a director, officer and
employee.
9. Who is Bound. The Companies and Xxxxxxx are bound by this Agreement.
Anyone who succeeds to Xxxxxxx'x rights and responsibilities, such as the
executors of Xxxxxxx'x estate, shall hereby be bound, and anyone who succeeds to
the Companies' rights and responsibilities, such as successors and assigns, are
also bound.
10. Remedies. In the event that the Companies breach this Agreement or
otherwise default with regard to any of their respective obligations hereunder
for more than fifteen (15) days following written notice of an initial breach,
or without notice following a subsequent breach, then all rights, including
without limitation, all rights to salary and benefits, of Xxxxxxx pursuant to
this Separation Agreement shall be accelerated and paid to him immediately,
subject only to a credit to the Companies for funds previously paid, and subject
to Xxxxxxx'x being obligated to return accelerated funds to the extent such
funds ultimately exceed amounts to which Xxxxxxx would otherwise have been
entitled, and Xxxxxxx'x obligations pursuant to the restrictive covenant
described in Paragraph 7 above shall terminate.
11. Construction of Agreement. In the event that one or more of the
provisions contained in this Agreement shall for any reason be held
unenforceable in any respect under the law of any
State of the United States, such unenforceability shall not affect any other
provision of this Agreement, but this Agreement shall then be construed as if
such unenforceable provision or provisions had never been contained herein. This
Agreement shall be governed under the laws of the State of New York, without
reference to choice of laws or rules.
12. a. Arbitration. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled exclusively by final
and binding arbitration administered by the American Arbitration Association in
New York City, in accordance with its applicable rules; and judgment upon the
award rendered by the arbitrator may be entered by any court having jurisdiction
thereof.
b. Non-Disparagement. Both the Companies and Xxxxxxx further
agree not to make any defamatory or derogatory statements concerning one
another.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original hereof, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have agreed and accepted this
Agreement on the day first above written.
XXXXXX XXXXXXX
IDF INTERNATIONAL, INC.
By:
XXXXXX X. XXXXX, CHAIRMAN
TECHSTAR COMMUNICATIONS, INC.
By:
XXXXXX-XXXXXX, INC.
By:
The undersigned, as officer and/or director and/or shareholder, grants
a release as fully set forth in Paragraph 4 and in consideration of the release
each received in Paragraph 2.
XXXXXX X. XXXXX
XXXXXXX XXXXXX
XXXXXXXX XXXXXX
SIMENTOV MOSKONA
LEMBIT KALD
