Exhibit 10.26
TERMINATION AGREEMENT
This TERMINATION AGREEMENT, dated as of November 7, 2000, is entered into
between Xx. Xxxx X. Xxxxx, located at 0000 X. Xxxx Xxxxx Xxxxxx, Xxxx Xxxx,
XX 00000 ("Yeros"), and Medix Resources, Inc., located at 0000 X. Xxxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (together with its affiliates, the
"Company").
WHEREAS, Medix Resources, Inc. and Yeros entered into a Consulting Agreement,
effective as of March 1, 2000 (the "Agreement"); and
WHEREAS, those parties desire to terminate the Agreement as of the date
hereof, and to provide for the payment of the remaining amount owed to Yeros
under the Consulting Agreement.
NOW THEREFORE, in consideration of the mutual agreements set forth below, the
parties hereto agree as follows:
1. The Agreement is as of the date hereof fully and completely terminated
with no further obligations under the Agreement to be binding on either
party. However, the Company acknowledges and agrees to maintain the
registration statements and prospectuses that are already in effect
registering shares of the Company's common stock to be sold to or by Yeros,
as provided in Section 7 of the Agreement and that the provisions of Section
7 shall remain in full force and effect. Further, the Company acknowledges
and agrees to pay the remainder of the amounts owed to Yeros under Section 3
of the Agreement as provided in the following paragraph hereof. And further,
Yeros agrees to continue to be bound by Section 4(c) of the Agreement for the
period provided therein.
2. Yeros and the Company acknowledge that the amount that is currently owed
under the Agreement is $ 289,400.82, which would be paid in bi-weekly
payments under the Agreement. The Company agrees to pay the present value
(discounted at the current prime rate of 9.5%) of this amount to Yeros as
follows: $80,727.95 on the date hereof, and $42,423.63 on each of the first
day of December 2000, and January, February and March of 2001.
3. The Company acknowledges that this Termination Agreement should not be
interpreted as in any way calling into question Yeros's honesty or methods of
doing business.
4. Yeros acknowledges that he may have confidential information regarding
the Company and its business activities, and that he will hold in confidence
and not disclose or use any such information after the termination of his
status as a consultant to the Company. In addition, Yeros agrees not to use
any of such confidential information as "insider information" in connection
with the trading of the Company's securities, either for his own account or
as a "tipper" to benefit any third person.
5. Yeros, upon the execution of this Termination Agreement, represents and
warrants that he has returned or destroyed all keys, passwords, voicemail or
e-mail connections to the Company, software, or any other information that
belongs to the Company or any affiliate of the Company, and has removed all
items that belong to him personally from the Company's offices.
6. To the extent permitted by the Colorado Business Corporation Act, the
Company shall indemnify and hold harmless Yeros from and against any and all
costs, losses, liabilities, damages, claims or expenses (including, without
limitation, attorneys' fees, expert witness fees and expenses incurred in
defending against any such claim) incurred by Yeros arising out of or
resulting from any proceeding or allegation in which his actions or inaction
as a director or officer of the Company are at issue, excluding, however, any
actions or inactions which are found by a court of competent jurisdiction to
constitute gross negligence or willful misconduct on his part. To qualify
for such indemnification, Yeros must give the Company prompt written notice
of any such claim and all related settlement negotiations, and allow the
Company, at its sole expense, to conduct and control the defense of such
claim and all related settlement negotiations and Yeros shall reasonably
cooperate with the Company in such defense.
7. In consideration for the mutual agreements herein contained, Company does
hereby waive, release and forever discharge Yeros and his heirs and personal
representatives of and from any and all claims, causes of action, damages,
attorneys' fees, costs and all other liabilities of any kind or description
whatsoever, either in law or in equity, which are now actually known to it or
which should be known through the exercise of reasonable diligence in the
ordinary course of business (with no investigation being conducted),
including without limitation, any claims of breach of express or implied
contract, negligence, tort, or any other claims of whatever nature, that the
Company may now have, or may have or claim to have in the future, arising
from facts now actually known by the Company or which should be known through
the exercise of reasonable diligence in the ordinary course of business (with
no investigation being conducted), and the Company hereby covenants not to
file any administrative claims or lawsuits to assert any such claims.
8. In consideration for the mutual agreements herein contained, Yeros does
hereby waive, release and forever discharge the Company, and its respective
past, present and future shareholders, directors, officers, agents,
employees, attorneys, representatives, affiliates, subsidiaries, divisions,
predecessors, successors and assigns, if any, of and from any and all claims,
causes of action, damages, attorneys' fees, costs and all other liabilities
of any kind or description whatsoever, either in law or in equity, which are
now actually known to Yeros or which should be known through the exercise of
reasonable diligence in the ordinary course of business (with no
investigation being conducted), including without limitation, any claims of
breach of express or implied contract, wrongful discharge, defamation of
character, personal injury, intentional or negligent infliction of emotional
distress or any other claims of whatever nature, that he now has, or may have
or claim to have in the future, arising from facts now actually known by him
or which should be known through the exercise of reasonable diligence in the
ordinary course of business (with no investigation being conducted), and
Yeros hereby covenants not to file any administrative claims or lawsuits to
assert any such claims.
9. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Colorado, without regard to rules governing conflicts of
laws thereof. All notices shall be in writing and shall be deemed given upon
receipt by the party to whom addressed at the addresses set forth above or
such other address provided by notice hereunder. This Agreement shall inure
to the benefit of, and bind, the parties hereto and their respective legal
representatives, successors and assigns.
IN WITNESS WHEREOF, Medix Resources, Inc. and Xxxx X Xxxxx have hereunder set
their hands, with full intention to be bound and have caused these presents
to be duly executed as of the date first written above.
MEDIX RESOURCES, INC.
By: /s/Xxxxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxx
Xxxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxx
Executive Vice President
