EXHIBIT 10.27
SEVERANCE AGREEMENT
This Severance Agreement is made effective as of the 17th day of
December, 1996, by and between Princeton Media Group, Inc., f/k/a DeNovo
Corporation, an Ontario, Canada corporation (the "Company") and Xxxxx
Xxxxxxxxxxx of Coral Springs, Florida ("Xxxxxxxxxxx").
W I T N E S S E T H :
WHEREAS, Xxxxxxxxxxx has previously resigned his position as an officer
and director of TeleConcepts, Inc., the former subsidiary of the Company, the
Company having agreed to provide to Xxxxxxxxxxx the severance terms described
below in recognition of the superior services Xxxxxxxxxxx has rendered to the
Company during his tenure as officer and director of the Company's former
subsidiary.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Resignation. Xxxxxxxxxxx has previously resigned his positions as
officer and director of the Company's former subsidiary.
2. Severance Package. The Company shall provide Xxxxxxxxxxx with
35,000 shares (post-reverse split) of registered common stock of the Company
as severance compensation, to be issued within 5 days of the date hereof.
3. Covenant Not to Disclose. Xxxxxxxxxxx shall not disclose or make
accessible in any manner to or use for the benefit of any person or entity at
any time any information of a confidential or secret nature relating to the
business, products or activities of the Company (the "Confidential
Information"). Such Confidential Information shall include, but not be
limited to, information relating to inventions, products, designs, methods,
know-how, techniques, systems, processes, software programs, works of
authorship, customer lists, projects, plans and proposals). Xxxxxxxxxxx shall
keep secret all matters entrusted to him and shall not use or attempt to use
any such information in any manner which may injure or cause loss or may be
calculated to injure or cause loss whether directly or indirectly to the
Company. Information shall be Confidential Information whether or not such
information was developed, devised or otherwise created in whole or in part by
the efforts of Xxxxxxxxxxx, and whether or not such information is a matter of
public knowledge, unless the Company has authorized disclosure of such
information to the general public.
4. Non-Competition.
(a) For a period of three (3) years commencing on the date of this
Agreement, Xxxxxxxxxxx will not, whether alone or as a partner, officer,
director, consultant, agent, employee or stockholder of any company or other
commercial enterprise, directly or indirectly engage in any business or other
activity in the United States or Canada which is or may be competitive with or
render services to any firm or business organization which competes with the
Company in, the products or services being manufactured, marketed,
distributed, planned in writing or developed by the Company on the date of
execution of this Agreement without the prior written consent of the Company.
(b) The ownership of securities of a public company not in excess of
two percent (2%) of any class of such securities shall not of itself be deemed
a violation of any of the provisions of this Section 4.
5. No Solicitation. For a period of three (3) years commencing on the
date of this Agreement, Xxxxxxxxxxx will not directly or indirectly solicit,
recruit or hire or attempt to solicit, recruit or hire any employee of the
Company to work for a third party other than the Company or engage in any
activity that would cause any employee to violate any agreement with the
Company.
6. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute but one and the same instrument.
7. No Waiver. Any waiver by the Company of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of such provision or any other provision hereof.
8. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and all of their successors and assigns.
Specifically, but not by way of limitation, the Company's obligations under
this Agreement shall survive the death or disability of Xxxxxxxxxxx and shall
in such case inure to the benefit of Xxxxxxxxxxx'x heirs, executors,
administrators and legal representatives.
9. Entire Agreement; Amendment. This instrument contains the entire
agreement between the parties with respect to the subject matter addressed
herein and all prior discussions, understandings, negotiations and agreements
are merged herein. This Agreement may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought.
10. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
11. Continuing Indemnification. The Company hereby acknowledges its
continuing indemnification obligations to Xx. Xxxxxxxxxxx with respect to
actions of Xx. Xxxxxxxxxxx while an officer or director of the Company, as set
forth in Section 20 of By-Law Number 1 of the Company. The Company further
agrees to provide, at its expense, legal representation of Xx. Xxxxxxxxxxx and
reimbursement for costs in the event of any action or threatened action naming
Xx. Xxxxxxxxxxx in connection with his actions while an officer or director of
the Company, which legal representation shall be of a level of quality equal
to or superior to that used by the Company.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as a
sealed instrument as of the day and year first above written.
Princeton Media Group, Inc.
By: /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxxxxxx
Xxxxx Xxxxxxxxxxx
Print Name and Title:
Xxxxxx X. Xxxxxxx, CPA, Treasurer and
CFO
Witness: Witness:
/s/ Xxxx De La Pointe, Controller /s/ Xxxx X. Xxxxxxx
