10.6 Redemption and Resignation Agreement dated October 8, 1999 among Regent
Group, Inc., Stock Xxxxx.xxx, LLC, Xxxx X. Xxxxxx and SRU, Inc.
REDEMPTION AND RESIGNATION AGREEMENT
This REDEMPTION AND RESIGNATION AGREEMENT (the "Agreement") is made as
of October 8, 1999 (the "Effective Date") by and among Regent Group, Inc., a
Delaware Corporation (the "Company"), Stock Xxxxx.xxx, LLC, a New York Limited
Liability Company and wholly-owned subsidiary of the Company ("Stock Siren"),
Xxxx X. Xxxxxx, an individual with an address at 0000 X. Xxxxxxx Xxxxxx, Xxxxx
000, Xxxxxx Xxxxxxxx (the "Employee"), and SRU, Inc., a Colorado Corporation
("SRU").
WHEREAS, the Employee is the controlling stockholder and an officer and
director of SRU;
WHEREAS, at the Employee's direction and pursuant to negotiations that
took place in the State of New York, SRU was issued 1,000,000 membership units
in Stock Siren in consideration of the Employee's future contributions to Stock
Siren;
WHEREAS, SRU received 1,040,541 shares of the Company's common stock
(the "SRU Shares") pursuant to that certain Securities Purchase Agreement by and
among the Company and the members of Stock Siren dated as of July 7, 1999 (the
"Securities Purchase Agreement");
WHEREAS, pursuant to the Securities Purchase Agreement, the Employee
became the President and a Director of the Company;
WHEREAS, acting on behalf of the Company and as its President, the
Employee entered into, on July 30, 1999, a three-year lease for office space in
Denver, Colorado (the "Lease", attached hereto as Exhibit A) which was
subsequently used as the principal place of business of SRU while the Company
and/or Stock Siren paid all amounts due under the lease;
WHEREAS, in connection with Employee's positions with the Company and
Stock Siren, the Company and/or Stock Siren purchased and/or reimbursed the
Employee and/or SRU for certain items of computer and office equipment which
were subsequently principally used for the benefit of SRU;
WHEREAS, the Employee desires to resign from his positions with the
Company, and the Company is willing to accept the Employee's resignation,
subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto agree as follows:
1. REDEMPTION. The Employee, individually and on behalf of SRU,
represents and warrants to the Company that SRU is the sole owner of the SRU
Shares, free and clear of all liens, claims, or encumbrances of any kind or
nature whatsoever. SRU hereby sells and the Company purchases all of the SRU
Shares upon the following terms and conditions.
(a) Purchase Price. The purchase price for all of the SRU
shares is TEN (10) dollars and has been paid to SRU contemporaneously with the
execution of this Agreement; receipt thereof is hereby acknowledged by SRU.
(b) Delivery of Stock Certificate(s). SRU has executed and
delivered to the Company the certificate(s) evidencing SRU's ownership of the
SRU Shares duly endorsed to the Company, and such certificate(s) is/are
otherwise in form and substance sufficient to transfer ownership of the SRU
Shares to the Company; receipt thereof is hereby acknowledged by the Company.
(c) Authority. The Employee, individually and on behalf of
SRU, represents and warrants that any and all SRU corporate action (including,
without limitation, meetings, votes, and/or resolutions) necessary to authorize
this transaction has been taken and that the Employee has such authority.
2. RESIGNATION. The Employee resigns as an officer, director, and
employee of the Company, and the Company hereby accepts the Employee's
resignations, effective as of the close of business on October 15, 1999 (the
"Separation Date").
3. PAYMENTS AND BENEFITS. The Employee hereby acknowledges, represents,
warrants, and agrees that he has received all standard compensation, payments,
and reimbursements due to him by the Company, and that the Company was and is
under no obligation to pay the Employee any severance or termination pay or any
bonus, non-competition, deferred compensation, or any other sum which is in
excess of any amounts otherwise paid to the Employee. In consideration of the
general release set forth in Paragraph 5, the Company shall provide to the
Employee the following:
(a) References. The Employee may refer prospective employers
to the Chief Executive Officer of the Company, who shall, if asked, (1) confirm
the Employee's dates of employment and positions held with the Company and (2)
state that the Company does not provide any further information in connection
with such requests.
(b) Indemnification. The Company will indemnify the Employee
from and against any and all claims, liabilities, losses, costs, damages, or
expenses asserted against him or incurred by him arising in the future as a
result of his employment by the Company, except to the extent that such claims,
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liabilities, losses, costs, damages, or expenses have resulted from the
Employee's willful misconduct, dishonesty, fraudulent act or omission, gross
negligence, or breach of fiduciary duty to the Company. The Employee represents
and warrants that he has as of the Effective Date no knowledge of any such
claims. Without limiting the foregoing, the Company will not indemnify the
Employee from or against any claim, liability, loss, cost, damage, or expense
asserted against him or incurred by him in connection with (1) the Lease and/or
(2) that certain lawsuit filed against the Employee and SRU in the Xxxxxxxx
Xxxxx, Xxxx xxx Xxxxxx xx Xxxxxx, Xxxxx of Colorado, Docket Number 99CV006910 on
October 12, 1999 or any later related lawsuit.
4. PROTECTIVE AGREEMENTS. The parties desire to provide for the
protection of the Company's business, goodwill, confidential, trade secret
and/or other proprietary information, and other rights of the Company and its
subsidiaries, divisions, related companies and affiliates (such subsidiaries,
divisions, related companies and affiliates, including but not limited to Stock
Siren, shall be referred to as the "Related Entities"), and the Employee agrees,
in consideration of the payments and benefits provided to the Employee pursuant
to this Agreement, to the following.
(a) Property of the Company. No later than the Separation
Date, the Employee shall hand over to the Company any Company property in his
possession, including but not limited to, credit cards, documents, files,
computer equipment and software (except as indicated pursuant to Paragraph 7),
and all recorded information pertaining to the Company's business.
(b) No Disparagement. The Employee agrees that he shall not at
any time engage in any form of conduct, nor make any statements or
representations, that disparage or otherwise impair the reputation, goodwill or
interests of the Company or any of the Related Entities. The Company agrees that
it shall not at any time engage in any form of conduct, nor make any statements
or representations, that disparage or otherwise impair the reputation of the
Employee.
(c) Confidentiality. The Employee acknowledges that he has had
and will have access to confidential information including, but not limited to,
current and prospective confidential know-how, pricing, sales and marketing
information, financial information, inventions, trade secrets, customer lists,
supplier lists, business plans, processes and technology concerning the
business, customers, plans, finances, suppliers, and assets of the Company and
the Related Entities which is not generally known outside the Company and the
Related Entities ("Confidential Information"). The Employee agrees that he will
not at any time without the prior written authorization of the Chief Executive
Officer of the Company, directly or indirectly use, divulge, furnish, or make
accessible to any person any Confidential Information, but instead shall keep
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all Confidential Information strictly and absolutely confidential. Nothing
contained in this paragraph shall be construed as a noncompetition agreement;
however, this confidentiality agreement applies to any of the Employee's
prospective or actual employers and in the case of self-employment.
(d) Payments Under the Lease. The Employee hereby acknowledges
and agrees that binding the Company to a three-year Lease was not in the best
interests of the Company. The Employee hereby agrees, on a best efforts basis,
to endeavor to assign the Lease to SRU or some other entity determined by the
Employee. In the event that the Employee is unable to assign the Lease, he
hereby agrees to make any and all payments due under the Lease directly to the
landlord, to assume any and all of the tenant's obligations, responsibilities,
agreements, or covenants under the Lease, and to indemnify the Company from and
against any and all claims, liabilities, losses, costs, damages, or expenses
asserted against it or incurred by it in connection with the Lease including,
without limitation, attorneys' fees.
(e) Irreparable Harm. The Employee acknowledges that: (i) his
compliance with this Agreement is necessary to preserve and protect the rights,
confidential and other proprietary information, and the goodwill of the Company
as a going concern; (ii) any failure by the Employee to comply with the
provisions of this Agreement will result in irreparable and continuing injury to
the Company for which there will be no adequate remedy at law; and (iii) in the
event that the Employee should fail to comply, the Company shall be entitled in
addition to such other relief as may be available (including, but not limited
to, the issuance of any injunction or temporary restraining order), to such
relief as may be necessary to cause the Employee to comply with this Agreement,
to restore to the Company its property, and to make the Company whole.
5. GENERAL RELEASE. In consideration of the payments and benefits to
the Employee described hereunder, the sufficiency of which the Employee hereby
acknowledges, the Employee releases the Company and all of its past, present,
and future shareholders, directors, officers, employees, agents, divisions,
subsidiaries, related companies, affiliates, and assigns, from any and all
claims, charges, demands, suits, rights, or causes of action, at law or equity
or otherwise, including but not limited to, claims, charges, demands, suits,
causes or rights of action relating to breach of contract or public policy,
wrongful, retaliatory, or constructive discharge, any claims under Title VII of
the Civil Rights Act of 1964, as amended, claims under the Age Discrimination in
Employment Act of 1967, as amended, the New York Human Rights law, New York
Executive Law ss.290, et seq., the Americans with Disabilities Act, 42 U.S.C.
ss.12116, et seq., The Family Medical Leave Act, claims for any other type of
discrimination, personal injury, additional compensation, or fringe benefits,
and any and all rights to or claims for continued employment, attorneys' fees,
or damages (including contract, compensatory, punitive, or liquidated damages),
or equitable relief, which the Employee may ever have had, has now, or may ever
have in the future or which the Employee's heirs, executors, or assigns can or
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shall have, against any or all of them, whether known or unknown, on account of
or arising out of his employment with the Company or any Related Entities or his
separation from such employment. The Employee specifically waives the benefit of
any statute or rule of law which, if applied to the instant Agreement, would
otherwise exclude from its binding effect any claims not now known by the
Employee to exist.
6. PROHIBITED ACTIVITIES.
(a) Solicitation of Clients. For a period of twelve (12)
months from the Separation Date (the "Prohibition Term"), the Employee shall not
directly or indirectly solicit or accept business of the type conducted by the
Company or its Related Entities from any person or entity to whom the Company or
its Related Entities then or has, during the six months preceding the Separation
Date, provided products and/or rendered services.
(b) Solicitation of Employees. During the Prohibition Term,
the Employee shall not directly or indirectly employ, or solicit to leave the
Company's employ, or solicit to join the employ of another person, firm, or
corporation owned or controlled, directly or indirectly, by the Employee any
employee or consultant of the Company or its Related Entities or any person who
has been such an employee or consultant during the twelve months preceding the
Separation Date.
(d) Confidential Information. During and at all times
subsequent to the Prohibition Term, the Employee shall keep secret and shall not
exploit or disclose or make accessible to any person, firm, or corporation, any
confidential business information of any type that was acquired or developed by
either the Company or its Related Entities, or the Employee, prior to or during
the Prohibition Term.
(e) Relief. The Employee acknowledges that the provisions of
this section 6 are reasonable and necessary for the protection of the Company
and that the Company will be irreparably damaged if such covenants are not
specifically enforced. Accordingly, it is agreed that the Company will be
entitled to injunctive relief for the purpose of restraining the Employee from
violating such covenants (and no bond or other security shall be required in
connection therewith), in addition to any other relief to which the Company may
be entitled.
7. REIMBURSEMENT. The Employee hereby agrees to reimburse the Company
for certain expenditures made by the Company, which, the Employee hereby
acknowledges, principally benefitted SRU, upon the following terms and
conditions.
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(a) Description of the Expenditures. The Employee and the
Company agree that the following table accurately describes the nature and
amount of each expenditure for which the Employee will reimburse the Company.
Item Value
--------------------------------------------------------
Computer and related peripherals............ $ 1,128.00
Refurbished 6-line telephone system......... 1,795.00
Rent paid for Oct. 1999..................... 1,295.00
========================================================
TOTAL $ 4,218.00
(b) Terms of Payment. The Employee agrees to pay to the
Company the sum of FOUR THOUSAND TWO HUNDRED EIGHTEEN DOLLARS (4,218) dollars,
in cash or good check, no later than the close of business on December 15, 1999.
8. CONFIDENTIALITY OF AGREEMENT. The Employee shall keep strictly
confidential all the terms and conditions, including amounts, in this Agreement
and shall not disclose them to any person other than his spouse, or legal and/or
financial advisor(s) who need to know such information for the purpose of
evaluating the terms and conditions of this Agreement or in response to legal
process.
9. COOPERATION. The Employee agrees to make himself reasonably
available to the Company to respond to reasonable requests by the Company for
information pertaining to or relating to the Company and/or the Related Entities
or any of its (their) agents, officers, directors, or employees which may be
within the knowledge of the Employee. The Employee will cooperate fully with the
Company in connection with any and all existing or future depositions and/or
litigations or investigations brought by or against the Company or any of its
Related Entities or any of its (their) agents, officers, directors, or
employees, whether administrative, civil, or criminal in nature, in which and to
the extent the Company deems the Employee's cooperation necessary, such
cooperation not to unreasonably interfere with the Employee's other business
activities. In the event that the Employee is subpoenaed in connection with any
litigation or investigation involving the Company, the Employee will immediately
notify the Company and shall give the Company an opportunity to respond to such
notice to the extent practicable before taking any action or making any decision
in connection with such subpoena. The Company will reimburse the Employee for
reasonable out-of-pocket expenses, including attorneys' fees, incurred as a
result of such cooperation, provided that the Company will not reimburse the
Employee for any such expenses if, in the Company's good faith determination,
the cooperation was necessitated by the Employee's actions as a director,
officer, or employee of the Company.
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10. MISCELLANEOUS.
(a) Successors. This Agreement shall be binding upon,
enforceable by, and inure to the benefit of the Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devises, and legatees, and SRU, the Company, and Stock Siren and any successor
to all or substantially all of their respective businesses and/or assets.
(b) Severability. If any provision of this Agreement shall be
found invalid or unenforceable, in whole or in part, then such provision shall
be deemed to be modified or restricted to the extent and in the manner necessary
to render the same valid and enforceable, or shall be deemed excised from this
Agreement, as the case may require, and this Agreement shall be construed and
enforced to the maximum extent permitted by law, as if such provision had been
originally incorporated herein as so modified or restricted, or as if such
provision had not been originally incorporated herein, as the case may be.
(c) Controlling Law. This Agreement shall in all respects be
governed and construed in accordance with the laws of the State of New York.
(d) Arbitration. The Employee and the Company agree that any
claim arising out of or relating to this Agreement or the breach thereof, shall
be settled by arbitration in accordance with the Employment Arbitration Rules of
the American Arbitration Association in New York, and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.
(e) Amendment. Any amendment to this Agreement shall be made
in writing and signed by the parties, hereto.
(f) Waiver. No claim or right arising out of a breach or
default under this Agreement can be discharged by a waiver of that claim or
right unless the waiver is in writing signed by the party hereto to be bound by
such waiver. A waiver by either party hereto of a breach or default by the other
party of any provision of this Agreement shall not be deemed a waiver of future
compliance therewith and such provision shall remain in full force and effect.
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(g) Counterpart Execution. This Agreement may be executed in
counterparts and such counterparts when taken together shall constitute one
agreement.
11. ENTIRE AGREEMENT. Any existing written or oral agreement of any
kind between or among any of the parties hereto is fully superseded by this
Agreement and is null and void. The parties warrant that no promise or
inducement has been offered or made except as herein set forth and that the
consideration stated herein is the sole consideration for this Agreement. This
Agreement constitutes the entire agreement among the parties, and states fully
all agreements, understandings, promises, and commitments among the parties.
12. ADVICE. The Employee represents and warrants that he has read this
entire Agreement; has had up to twenty-one (21) days to consider it; has been
given the opportunity and has been encouraged to have this Agreement reviewed by
an attorney; understands its meaning and application; and is signing of his own
free will with the intent of being bound by each and every provision of this
Agreement. The Employee further understands that he has seven (7) days to revoke
this Agreement after signing it.
[The remainder of this page is intentionally blank.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
Regent Group, Inc.
------------------------ ------------------------
Xxxx X. Xxxxxx By:
Its:
Dated: Dated:
SRU, Inc. Stock Xxxxx.xxx, LLC
------------------------ ------------------------
By: Xxxx X. Xxxxxx By:
Its: Its:
--------------------
Dated: Dated:
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EXHIBIT A
---------
LEASE, dated July 30, 1999,
by and between
AMERICAN OIL & GAS CORPORATION
(the "Landlord")
and
REGENT GROUP, INC.
(the "Tenant")
