EXHIBIT 10.10
AGREEMENT OF CANCELLATION
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AND RELEASE
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THIS AGREEMENT OF CANCELLATION ("Agreement") is effective as of noon on
March 10, 1999, by and between INTELLIGENT LIFE CORPORATION, a Florida
corporation ("the Company") and XXXXXXX X. XXXXXXXX, III, an individual resident
of the state of Florida and employee of the Company ("Xxxxxxxx").
W I T N E S S E T H :
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WHEREAS, the Company and Xxxxxxxx desire to cancel those agreements entered
into by and between Intelligent Life Corporation and Xxxxxxx X. Xxxxxxxx, III,
which are listed on Exhibit A and incorporated by reference herein.
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NOW, THEREFORE, in consideration of the promises and covenants contained
herein, one dollar ($1.00) and other good and valuable consideration, the
receipt and adequacy of which hereby are acknowledged, the parties agrees as
follows:
1. Cancellation. The parties hereto cancel, terminate and nullify all
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those certain agreements specified on Exhibit A (hereinafter defined as "Prior
Agreements"). The parties forfeit any and all rights under the Prior Agreements
and to the extent any agreements grant rights in futuro, those rights are deemed
null and void.
2. Release. The parties hereto are estopped from asserting, and hereby
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release fully and completely, any rights, claims, and benefits under any and
all Prior Agreements whether in law or in equity. Notwithstanding the
foregiving, in any event in which the terms of Prior Agreements are deemed to
survive the termination of such agreements; those terms are deemed null and
void.
3. No Other Agreements. The parties agree that there are no other
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agreements, arrangements or understandings, written or oral, regarding the
employment or compensation of Xxxxxxxx by the Company other than those listed on
Exhibit A attached hereto.
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4. Further Assurances. The parties hereto will at any time after the date
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hereof, sign, execute, and deliver, or cause others so to do, all such powers of
attorney, stock powers, assignments, documents, and instruments and do or cause
to be done all such other acts and things as may be necessary or proper to carry
out the actions and understandings contemplated by this Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Agreement of
Cancellation effective as of the date first above written.
EXECUTIVE: COMPANY:
XXXXXXX X. XXXXXXXX, III INTELLIGENT LIFE CORPORATION
/s/ Xxxxxxx X. Xxxxxxxx, III By: /s/ Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxx, III Name: Xxxxx X. Xxxxxxx
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Title: Senior Vice President
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EXHIBIT A
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1. Restricted Stock Grant between the Company and Executive dated as of
March 23, 1998
2. Promissory Note dated March 23, 1998, that certain Severance Agreement
between the Company and the Executive dated as of March 23, 1998
3. Noncompetition Agreement between the Company and the Executive dated as of
November 28, 1998
4. Employee Nondisclosure and Developments Agreement between the Company and
Executive dated as of November 28, 1998
5. Cancellation and Stock Purchase Agreement between the Company and the
Executive dated March 10, 1999.
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