Exhibit 10.1
AGREEMENT WITH RESPECT TO ERROR ACCOUNT
This Agreement with Respect to Error Account (the "Agreement") is made
and entered into as of the 14th day of January 2003, between Strategic Futures
and Options, Inc., a Minnesota corporation ("SFO"), and Xxxxxx X. Xxxxxxxxx,
Xx., an individual and the President and CEO of SFO ("Xxxxxxxxx"). The parties
to this Agreement are sometimes referred to herein individually as a "Party" and
collectively as the "Parties."
RECITALS
WHEREAS, SFO has historically allowed a broker whose error account
charges exceed his commission income during a particular calendar month to
offset the shortfall against future commission income; and
WHEREAS, the Corporation was recently advised that as a result of TELS
Corporation's acquisition of SFO in September 2002, and the new status of the
Corporation as a subsidiary of a publicly-held corporation that files reports
with the Securities and Exchange Commission, this business practice could, in
the case of Xxxxxxxxx, as the President and CEO of TELS and SFO, be construed to
constitute a personal loan from SFO to Xxxxxxxxx in violation of Section 402 of
the Xxxxxxxx-Xxxxx Act of 2002; and
WHEREAS, the Parties desire to enter into this Agreement to provide for
the immediate payment of Xxxxxxxxx'x error account balance and to further
provide that Xxxxxxxxx'x error account balances will not be carried-over in the
future;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, SFO and
Xxxxxxxxx agree as follows:
1. Payment of Error Account Balance. Concurrently with the execution of
this Agreement Xxxxxxxxx has paid to the Corporation $44,788.28, which
constitutes the outstanding balance of Xxxxxxxxx'x error account as of the date
hereof. The Corporation acknowledges receipt of such payment and further
acknowledges that Xxxxxxxxx'x error account has been paid in full.
2. No Future Carry-Over of Error Account Balances. From and after the
date hereof, Xxxxxxxxx shall not be permitted to carry over the balance of his
error account with SFO from one month to another and, in the event Xxxxxxxxx'x
error account for any future month should exceed his income for that month, he
will pay the difference to the Corporation on or before the end of the calendar
month in question.
3. Miscellaneous. The terms, covenants and conditions herein contained
shall be binding upon and inure to the benefit of the Parties and their
respective heirs, successors, transferees and assigns. This Agreement
constitutes the entire agreement between the Parties with respect to the subject
matter hereof and may only be modified by a subsequent writing executed by all
Parties hereto. If any term, covenant, condition or agreement of this Agreement
or the application of it to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Agreement or the application of
such term, covenant, condition or agreement to persons or circumstances, other
than those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term, covenant, condition or agreement of this Agreement shall
be valid and shall be enforced to the extent permitted by law. This Agreement
shall be construed and enforced in accordance with, and governed by, the laws of
the state of Minnesota.
Dated effective as of the date first written above.
SFO:
Strategic Futures and Options, Inc.
A Minnesota Corporation
By /s/ Xxxxxxxx X. Xxxxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxxxx
Secretary
Xxxxxxxxx:
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Xx.
An Individual
