Exhibit 10.55
TERMINATION RIGHTS AGREEMENT
This Agreement is made effective the 13th day of July, 1998, between Tech
Squared Inc. (hereinafter called "company") and Xxxxxxx Apple (hereinafter
called "employee").
WHEREAS, the parties decided to have advance notice of any termination of
employment and deem it in the best interest of both parties to have as
harmonious and smooth a transition as possible;
NOW THEREFORE the parties agree as follows:
ADVANCE NOTICE. Each party shall give the other party six months advance
written notice of a termination date, unless for cause as defined in attachment
"B".
TRANSITION. The company or employee may at any time during said six month
period discontinue active employment of the employee at the company (at which
time, upon either party's request, said person will resign immediately as an
officer and/or director); but said employee shall continue as an employee of the
company for salary, bonuses and benefits through the date six months from the
date of notice, except for rights related to the continued vesting of stock
options which will cease to vest a maximum of 60 days after notice and
unexercised options which will expire 90 days after the notice as stated in the
company's incentive and non-incentive option plans.
This agreement does not become extended by including any days for unused
vacation, holidays or sick days in the calculation of continued employment but
unused sick days, holidays or vacation will be paid for at the time of notice of
termination.
To the extent active employment does continue for a portion of the six month
period, said employee will carry out only those assignments directed by the
Chairman of the Board. The employee will answer questions and provide
information to assist the transition during said six month period. Any mention
of reasons for the termination will be limited to the following statement by all
parties involved: the employee resigned for personal reasons and there will be
no further comment unless approved by both parties or required by either party's
legal counsel to avoid securities law violation or other bona fide reason.
IN WITNESS WHEREOF, the parties have executed their approval.
Tech Squared Inc.
By: /s/ Xxxx Xxxxxxx
---------------------------------
Xxxx Xxxxxxx
Chairman and CEO
By: /s/ Xxxxxxx X. Apple
----------------------------------
Xxxxxxx X. Apple
Attachment B
to
Exhibit 10.55
Cause for the purposes of the Termination Rights Agreement will be defined as
(A) dishonesty, fraud, misrepresentations, embezzlement or deliberate injury or
attempted injury, in each case related to the Company or any Subsidiary, (B) any
unlawful or criminal activity of a serious nature, (C) any intentional and
deliberate breach of a duty or duties that, individually or in the aggregate,
are material in relation to the employee's overall duties, or (D) any material
breach of any employment, service, confidentiality or noncompete agreement
entered into with the Company or any Subsidiary.
