EXHIBIT 10.30
AGREEMENT
AGREEMENT made as of the 13th day of September 2000 (the "Effective Date"),
between Ambient Corporation a Delaware Corporation ("Ambient"), and Xxxxxxx
Braunold, Israel ID # 303654925 ("Braunold").
W I T N E S S E T H
WHEREAS, Braunold currently holds the positions of Chief Executive Officer
and Chairman of the Board of Ambient and the position of Chief Executive Officer
of PLT Solutions, Inc. a subsidiary of Ambient and holds directorships and
executive positions in each of, Ambient, PLT Solutions, Inc. and each of
Insulated Connections Corporation, Ltd., Xxxxx.xxx Ltd. and RealPLT Inc.,
affiliates of Ambient (the "Positions").
WHEREAS, Ambient and Braunold desire to settle certain outstanding issues
including without limitation the resignation by Braunold from the Positions
amicably on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the terms and conditions hereafter set
forth the adequacy and sufficiency of which are hereby acknowledged, the parties
agree hereafter as follows:
1. Agreement by Braunold. Subject to the terms and conditions set forth herein
and in consideration of the Settlement Amount (as defined below) and the
releases contained herein,
1.1 By his signature below, Braunold:
(a) effective the Effective Date, except as otherwise provided,
hereby resigns from the Positions including without limitation,
Chief Executive Officer of Ambient and all offices held in Ambient
and its affiliates and subsidiaries including without limitation
directorships and executive management positions.
(b) effective the Effective Date resigns from the position of
director of Ambient and acknowledges and agrees that his signature
hereafter set forth below and delivery of this Agreement shall serve
as notice to the Board of Directors of Ambient of such resignation.
1.2 notwithstanding 1.1 (a) and 1.1 (b) Braunold shall continue to act as
director of Xxxxx.xxx Ltd. on behalf of Ambient.
2. Agreement by Ambient. Subject to the terms and conditions set forth herein
and
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in consideration of the resignations and releases contained herein, Ambient
hereby:
2.1 remits, on the date hereof, to Braunold the sum of US $150,000 net of
any deductions. Braunold shall be solely responsible for paying any taxes
on the said sum.
2.2 issues, on the Effective Date, a warrant, in the form attached hereto
as Exhibit A (hereinafter the "Warrant"), to purchase up to 250,000 shares
of Ambient's Common Stock, at an exercise price per share of $0.01, such
warrant to be exercisable for the period commencing immediately following
the approval by the stockholders of the Company at the next general
meeting of an increase in common stock until the third anniversary
thereof.
2.3 undertakes to perform all steps necessary to cause the appointment of
Braunold as sole designee and representative on behalf of Ambient to the
Xxxxx.xxx Ltd. board of directors. Such appointment shall be irrevocable
and shall be effective continuously while Ambient is the holder of any
capital stock in Xxxxx.xxx Ltd.
2.4 deliver to Braunold copies of certificates of insurance with
appropriate endorsements evidencing continuation of directors and officers
liability insurance coverage for the term of Braunold's tenure as director
and officer of Ambient and its subsidiaries and affiliates and extending
such insurance coverage to Braunold during his term as director of
Xxxxx.xxx Ltd.
The amounts payable to Braunold under Section 2.1 above and the securities
issued under Section 2.2 above as well as sections 2.3 and 2.4 shall hereinafter
be referred to collectively as the "Severance Amount".
3. Registration Rights
Braunold shall have the right to have the Common Stock issuable upon
exercise of the Warrant as well as any other Common Stock held by him or any
other Common Stock issuable to him in respect of the conversion or exercise of
any Ambient Security (hereinafter, collectively, the "Securities"), registered
with the Securities and Exchange Commission under any subsequently filed
registration statement (SB-2 or other appropriate form) pursuant to the
Securities Act of 1933, as amended respecting the resale of securities then held
by Ambient's stockholders or other right-holders. The Company shall include in
the registration statement filed by the Company any Securities then held by
Braunold, subject to Braunold executing any lock up or other agreement being
executed or complying with any restriction or limitation imposed on or agreed to
by the majority of selling shareholders in the registration statement, provided,
that, in no event shall any such lock up, other agreement, restriction or
limitation restrict Braunold from selling, transferring or otherwise disposing
of within any consecutive 30 day period at least 50,000 shares of Common Stock.
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4. Releases.
4.1 In consideration of and contingent upon Braunold's receipt of the Severance
Amount, Braunold (and each of his respective officers, directors, employees,
shareholders, attorneys, agents, heirs, successors, executors, personal
representatives and assigns) does hereby absolutely and unconditionally waive,
release and forever discharge Ambient, its respective affiliates, officers,
directors, shareholders, employees, agents, attorneys, insurers, successors and
assigns, from any claims, demands, obligations, liabilities, rights, causes of
action and damages, whether liquidated or unliquidated, absolute or contingent,
known or unknown, arising prior to or concurrent with the date hereof. The
foregoing release shall not be construed as a waiver by Braunold of the due and
full performance by Ambient of its obligations specifically undertaken pursuant
to this Agreement including those under section 2.3.
4.2 In consideration of the releases in Section 4.1 and the resignations as set
forth in Section 1 hereof, Ambient (and each of its officers, directors,
employees, shareholders, attorneys, agents, heirs, successors, executors,
personal representatives and assigns) does hereby absolutely and unconditionally
waive, release and forever discharge Braunold his respective affiliates,
officers, directors, shareholders, employees, agents, attorneys, insurers,
successors and assigns, from any claims, demands, obligations, liabilities,
rights, causes of action and damages, whether liquidated or unliquidated,
absolute or contingent, known or unknown, arising prior to or concurrent with
the date hereof. The foregoing release shall not be construed as a waiver by
Ambient of the obligations of Braunold to Ambient with respect to
confidentiality and non-competition contained in the employment agreement
between PLT Solutions, Inc. and Braunold dated 27 March 2000 (the "Employment
Agreement") sections 6 and 7.
5. Confidentiality. Each of Braunold and Ambient hereby undertakes (i) to keep
confidential and (ii) not to disclose to any party any and all matters relating
to this Agreement, unless required by applicable law or relevant regulations.
6. Continuing Obligations
6.1 In consideration of Ambient's agreements hereunder, Braunold agrees,
from the Effective Date through October 30, 2000, to assist the Company in the
transition of the duties formerly held by him to such person or persons as
Ambient shall designate and to take all reasonable measures in connection
therewith so that Braunold's replacement shall be able to perform his/her duties
in an appropriate and satisfactory manner.
6.2 Notwithstanding Ambient's releases contained in Section 3.1 hereof,
Braunold hereby acknowledges and agrees that the provisions of Sections 6 and 7
of the Employment Agreement (Non-Compete and Confidentiality) shall continue in
full force and effect in accordance with their terms and nothing contained
herein shall be construed or interpreted as a waiver by Ambient or any of its
affiliates or subsidiaries of any right
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or remedy available to any thereof in respect of the breach or non compliance by
Braunold of his obligation thereunder.
7. Reliance and Complete Agreement. The parties acknowledge and agree that in
the execution of this Agreement, neither has relied upon any representation by
any party or attorney, except as expressly stated herein. Moreover, this
Agreement shall represent the complete and entire agreement between the parties,
to the exclusion of any and all other prior or concurrent terms, written or
oral. No supplement, modification or waiver or termination of this Agreement or
any provision hereof shall be binding unless executed in writing by the parties
to be bound thereby.
8. Headings. Section and subsection headings are not to be considered part of
this Agreement and are included solely for convenience and are not intended to
be full or accurate descriptions of the content thereof.
9. Successors and Assigns. Except as otherwise provided in this Agreement, all
the terms and provisions of this Agreement shall be upon, and shall inure to the
benefit of, the parties hereto and their respective heirs, personal
representatives, successors and assigns.
10. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
11. Entire Agreement. This Agreement may be executed in counterparts. This
Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes any prior or contemporaneous
understanding or agreement, written or verbal, among the parties with respect to
the subject matter hereof.
12. Governing Law; Jurisdiction and Forum. This Agreement, its validity,
construction and effect shall be governed by and construed under the laws of the
State of New York without reference to the principles of conflict of laws. The
parties hereby irrevocably consent to the jurisdiction of the courts of the
State of New York venued in New York County for all actions, disputes,
controversies, differences or questions arising out of or relating to this
Agreement.
13. Representation. Each Party acknowledges that they have had the opportunity
to consult with legal counsel respecting this Agreement. Each person executing
this Agreement on behalf of a corporation hereby represents and warrants that he
has been authorized to do so by all necessary corporate action.
14. Non-Disparagement. Neither of the parties (and their respective heirs,
personal representatives, successors), shall disparage the other party hereto or
their businesses.
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IN WITNESS WHEREOF, each of the parties has set forth its/ his signature
as of the date first written above.
Ambient Corporation
_________________ By: __________________
Xxxxxxx Braunold Title:
