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EXHIBIT 10.61
AGREEMENT
AGREEMENT ("Agreement"), dated as of May 3, 2000, among LITHIUM
TECHNOLOGY CORPORATION, a Delaware corporation (the "Company"), and XXXXXX X.
XXXXXXX ("Xxxxxxx"), residing at 00 Xxxxxxxxxxxxxxx Xxxxx, Xxx Xxxx,
Xxxxxxxxxxxx 00000.
WITNESSETH
WHEREAS, the Company is indebted to Xxxxxxx in connection with accrued
and unpaid salary in the amount of $365,000 (the "Obligation");
WHEREAS, the Company and Xxxxxxx desire to enter into this Agreement to
formalize the satisfaction of the Obligation on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants made herein, and other good and valuable consideration, receipt
of which is hereby acknowledged, the Company and Xxxxxxx agree as follows:
1. Satisfaction of Obligation. As satisfaction of the Obligation, the
Company and Xxxxxxx hereby agree as follows:
(a) In lieu of delivering a cash exercise payment of $165,000 to the
Company upon the exercise options held by Xxxxxxx to purchase shares of
common stock of the Company, Xxxxxxx may apply $165,000 of the
Obligation to the exercise price of such options;
(b) The Company shall pay Xxxxxxx $120,000 within 90 days of the
exercise of all of the options referenced in Section 1(a)
above; and
(c) The Company shall pay Xxxxxxx $80,000 within 180 days of the
exercise of all of the options referenced in Section 1(a)
above.
Upon receipt of the certificates evidencing the shares of the
Company upon exercise of the options as set forth in Section 1(a) hereof and
upon receipt of the cash payments as set forth in Sections 1(b) and 1(c) above,
Xxxxxxx agrees that the Obligation shall be discharged in full, without further
action by the Company or Xxxxxxx.
2. Representations and Warranties.
(a) The Company hereby represents and warrants to Xxxxxxx
that: (i) the Company is duly incorporated, validly existing and in good
standing under the laws of the State of Delaware; (ii) the execution, delivery
and performance of this Agreement by the Company have been duly authorized by
all necessary corporate actions of the Company; and (iii) this Agreement
constitutes the legal, valid and binding obligation of the Company enforceable
in accordance with its terms, except as the same may be modified by bankruptcy,
insolvency, moratorium and other similar laws affecting creditors' rights
generally and by general principles of equity.
(b) Xxxxxxx hereby represents and warrants to the Company
that: (i) the execution, delivery and performance of this Agreement by Xxxxxxx
have been duly authorized by all necessary action of Xxxxxxx; and (ii) this
Agreement constitutes the legal, valid and binding obligation of Xxxxxxx
enforceable in accordance with its terms, except as the same may be modified by
bankruptcy, insolvency, moratorium and other similar laws affecting creditors'
rights generally and by general principles of equity.
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3. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior written agreements
and understandings relating to the subject matter hereof.
4. Successors and Assigns. This Agreement shall be binding on and inure
to the benefit of the respective successors, assigns and heirs of the parties
hereto.
5. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Agreement as of the date first above written.
LITHIUM TECHNOLOGY CORPORATION
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, Chairman and
Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
The foregoing Agreement is accepted by
Pacific Lithium Limited
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
Date: May 3, 2000
