SEPARATION AGREEMENT AND GENERAL RELEASE
Exhibit
10.3
SEPARATION
AGREEMENT AND GENERAL RELEASE
This
SEPARATION
AGREEMENT AND GENERAL RELEASE
(“Agreement”) is made as of this 30th
day of
December 2005 by and between MEDIALINK WORLDWIDE INCORPORATED, a Delaware
corporation, having an address at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
(“Medialink”), and J. XXXXXX XxXXXXXXX, with an address of 00 Xxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx (“XxXxxxxxx”).
NOW,
THEREFORE,
in
consideration of the mutual promises and covenants hereinafter set forth, the
parties agree as follows:
1. XxXxxxxxx’x
Employment with Medialink will terminate effective at the close of business
on
December 31, 2005 (the “Effective Date”). XxXxxxxxx shall resign as an officer
and director of Medialink and its subsidiaries as of the Effective
Date.
2. XxXxxxxxx
acknowledges that he fully understands the terms and implications of this
Agreement.
3. XxXxxxxxx
has carefully considered other alternatives to executing this Agreement and
has
decided that he will execute this Agreement.
4. XxXxxxxxx
understands that he will have up to twenty-one (21) days from the date hereof
to
review and execute this Agreement and that he shall have the right, within
seven
(7) days after his execution of this Agreement, to revoke same unless such
right
is waived by XxXxxxxxx.
5. XxXxxxxxx
further recognizes that he executes this Agreement voluntarily and acknowledges
that he has discussed this Agreement and the terms hereof with Xxxxxxx Xxxx,
Esq., his legal advisor. XxXxxxxxx further acknowledges that he has a full
and
thorough knowledge of the legal significance of this Agreement.
6. In
consideration for XxXxxxxxx signing and adhering to the terms and conditions
of
this Agreement and in consideration for certain consulting services and other
obligations as specified below, XxXxxxxxx will, commencing on Medialink’s next
regularly scheduled payroll date after the expiration of the seven (7) day
revocation period pursuant to Section 4 hereof, receive the
following:
(a) One
Hundred Seventy-Nine Thousand Six Hundred Eight and 56/100 ($179,608.56) Dollars
(the “Consulting Payment”). Such Consulting Payment will be payable in twelve
semi-monthly installments of Fourteen Thousand Nine Hundred Sixty-Seven and
38/100 ($14,967.38) Dollars, in accordance with Medialink’s normal payroll
schedule, through the period ending June 30, 2006 (the period from the Effective
Date through June 30, 2006 hereinafter referred to as the “Consulting Period”)
in consideration for the provision of certain consulting services as
follows;
| i. |
Within
ten (10) days of the date hereof, XxXxxxxxx shall deliver a written
report
to Medialink reasonably detailing his activities on behalf of Medialink
and shall be available to provide additional information and advice
on the
matters for which he has had responsibility during the term of his
employment with Medialink;
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| ii. |
From
the Effective Date to and including June 30, 2006, XxXxxxxxx shall
continue to provide information and advice to Medialink regarding
(a) all matters in which he had responsibility prior to the Effective
Date; and (b) the search for a successor to XxXxxxxxx as CEO of
Teletrax, including interviews, general advice, etc. and transition
with
such new CEO; and
|
| iii. |
Such
other services as Medialink shall reasonably request of XxXxxxxxx
with
regard to any transitional activities and any other activities in
the
furtherance of Medialink’s
business.
|
During
the Consulting Period, Medialink shall pay all necessary and reasonable costs
of
consultant in providing such services, including but not limited to, the
attorneys’ fees associated with negotiating this Agreement, any subsequent
agreement and any future consulting agreement, provided that in no event shall
such legal fees exceed $5,000 in the aggregate. Medialink further agrees to
provide XxXxxxxxx with, and access to, the reasonably necessary resources
required for XxXxxxxxx to provide the consulting services during the Consulting
Period.
(b) One
Million Four Hundred Eighty-Two Thousand Two Hundred Fifty-Nine and 92/100
(1,482,259.92) Dollars (the “Severance Payment”). Such Severance Payment shall
be payable over the four and one-half year period from July 1, 2006 through
December 31, 2010 (the period from July 1, 2006 through December 31, 2010
hereinafter referred to as the “Severance Period”) as follows:
| i. |
One
Hundred Seventy-Nine Thousand Six Hundred Eight and 56/100 ($179,608.56)
Dollars payable in twelve semi-monthly installments of Fourteen Thousand
Nine Hundred Sixty-Seven and 38/100 ($14,967.38) Dollars, in accordance
with Medialink’s normal payroll schedule, during the period July 1, 2006
through and including December 31,
2006;
|
| ii. |
Three
Hundred Ninety Thousand Seven Hundred Ninety-Five and 41/100 ($390,795.41)
Dollars payable in twenty-four semi-monthly installments of Sixteen
Thousand Two Hundred Eighty-Three and 14/100 ($16,283.14) Dollars,
in
accordance with Medialink’s normal payroll schedule, during the period
January 1, 2007 through and including December 31,
2007;
|
| iii. |
Three
Hundred Forty-Seven Thousand Three Hundred Seventy-Three and 70/100
($347,373.70) Dollars payable in twenty-four semi-monthly installments
of
Fourteen Thousand Four Hundred Seventy-Three and 90/100 ($14,473.90)
Dollars, in accordance with Medialink’s normal payroll schedule, during
the period January 1, 2008 through and including December 31,
2008;
|
| iv. |
Three
Hundred Three Thousand Nine Hundred Fifty-One and 98/100 ($303,951.98)
Dollars payable in twenty-four semi-monthly installments of Twelve
Thousand Six Hundred Sixty-Four and 67/100 ($12,664.67) Dollars,
in
accordance with Medialink’s normal payroll schedule, during the period
January 1, 2009 through and including December 31, 2009;
and
|
| v. |
Two
Hundred Sixty Thousand Five Hundred Thirty and 27/100 ($260,530.27)
Dollars payable in twenty-four semi-monthly installments of Ten Thousand
Eight Hundred Fifty-Five and 43/100 ($10,855.43) Dollars, in accordance
with Medialink’s normal payroll schedule, during the period January 1,
2010 through and including December 31,
2010;
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(c) Immediate
vesting of all Medialink stock options now held by XxXxxxxxx. All stock options
held by XxXxxxxxx may be exercised only until the earlier of (i) their
expiration date or (ii) December 31, 2006. All stock options not exercised
by
such date will thereafter no longer be exercisable; and
(d) In
the
event XxXxxxxxx elects to continue to participate in the hospitalization, group
health benefit, group term life insurance and disability plans of Medialink,
then XxXxxxxxx shall be entitled to continue in such plans on the same terms
and
conditions as immediately prior to the Effective Date, for the period ending
on
the earlier of (i) December 31, 2006 or (ii) the date that he becomes eligible
for similar coverage through a new employer. XxXxxxxxx acknowledges that after
the Effective Date his continuing participation in Medialink’s hospitalization
and group health benefit plans shall be pursuant to COBRA. In the event that
XxXxxxxxx continues to remain eligible for Medialink’s hospitalization and group
health benefit plans under COBRA beyond December 31, 2006, then XxXxxxxxx’x
continuing participation beyond such date shall be at XxXxxxxxx’x sole cost and
expense.
All
payments referenced herein are gross amounts and shall be paid on a net amount
after all applicable deductions and shall be paid only on the condition that
XxXxxxxxx executes this Agreement, does not revoke same, and adheres to its
terms. All payments referenced herein shall be payable regardless of Employee’s
death or disability.
7. XxXxxxxxx
acknowledges that he was paid his accrued and unpaid salary and any bonuses
to
which he was entitled through the Effective Date and is not entitled to any
further payments for same.
8. As
a
condition to XxXxxxxxx’x receiving the payments referenced above and as a
further material inducement for Medialink to enter into this
Agreement:
(a) XxXxxxxxx
agrees that upon the delivery of this Agreement from Medialink to XxXxxxxxx,
XxXxxxxxx shall deliver all Medialink Property, as hereinafter defined, in
his
custody or possession to Medialink or its representatives, and XxXxxxxxx
represents and warrants that no such Medialink Property or copies thereof have
been retained by him, any of his representatives or any person, firm or
corporation owned or controlled by him or delivered to any third party. The
term
“Medialink Property” as used herein means any and all confidential or
proprietary materials belonging to Medialink which are in XxXxxxxxx’x
possession, including but not limited to books, records, files, documents,
accounting or financial records, statements, reports, equipment, computer
hardware, computer software, programs, contact lists, information/customer
data
and files (hardcopies and electronic), any proprietary information or data
of
Medialink in any format and any and all copies thereof, hard drive disks, keys
to XxXxxxxxx’x offices and files, computer passwords provided by Medialink to
XxXxxxxxx, passwords established by XxXxxxxxx on Medialink hardware and
passwords established by XxXxxxxxx on any file containing Medialink information.
Notwithstanding the foregoing, XxXxxxxxx shall be permitted to retain the cell
phone/PDA (make: Palm, model: Treo 650) and laptop computer (make: IBM, model:
T43, serial #: L3-AD598) that were used by XxXxxxxxx immediately prior to the
Effective Date; provided however, that such equipment shall be subject to review
by Medialink’s IT personnel to ensure that all Medialink Property has been
permanently removed.
(b) XxXxxxxxx
acknowledges that the principal business of Medialink is providing video and
audio production and satellite and other distribution services to television
and
radio stations and Internet sites for corporations and other organizations
seeking to communicate their news to the public; corporation communications
consultation and production primarily employing audio and video capabilities;
distribution of public relations text, audio and video to news media and the
general public via satellite, streaming media, cassette, wire or other means;
distribution of press releases by the Internet, mail and facsimile; the
maintenance of databases of media contacts for and on behalf of clients;
providing closed-captioned text and associated streaming video clips; electronic
tracking of watermark embedded materials that are distributed or broadcast
for
the purpose of reporting such broadcast or distribution; and such other
businesses as Medialink may conduct from time to time (the “Business”).
XxXxxxxxx acknowledges that he has acquired confidential information concerning
Medialink and the Business and that, among other things, his knowledge of the
Business was enhanced through his employment by Medialink. XxXxxxxxx
acknowledges that such information is of great value to Medialink, is the sole
property of Medialink, and was acquired by him in confidence.
(c) XxXxxxxxx
agrees that he will not, at any time, now or hereafter, use, reveal, divulge
or
make known to any person, any information which is treated as confidential
by
Medialink and not otherwise in the public domain, except as required by
law.
(d) XxXxxxxxx
acknowledges that it is reasonably necessary for the protection of Medialink
that XxXxxxxxx agrees, and, accordingly, XxXxxxxxx does hereby agree, that
he
will not, directly or indirectly, in the entire world, at any time during the
three-year period from the Effective Date (the “Restricted
Period”):
i. engage
in
the Business for his account or render any services that constitute engaging
in
the Business, in any capacity to any entity; or become interested in any entity
engaged in the Business either on his own behalf or as an officer, director,
stockholder, partner, principal, consultant, associate, employee, owner, agent,
creditor, independent contractor, or co-venturer of any third party or in any
other relationship or capacity; or
ii. solicit,
directly or indirectly, employ or engage, or cause to authorize, directly or
indirectly, to be employed or engaged, for or on behalf of himself or any third
party, any employee, representative or agent of Medialink; provided, however,
that the mere employment or engagement of an employee, representative or agent
of Medialink by an entity associated with XxXxxxxxx shall not be deemed a breach
of this provision; provided, that (i) XxXxxxxxx has not, directly or indirectly,
solicited, or acted upon a contact from, or directed others to act upon a
contact from, such employee, representative or agent; and (ii) XxXxxxxxx had
no
involvement in the hiring or engagement of such employee, representative or
agent; and (iii) the entity associated with XxXxxxxxx has more than 100
employees at the same location as XxXxxxxxx; and (iv) such employee,
representative or agent does not report, directly or indirectly, to XxXxxxxxx;
or
iii. solicit
for services that are competitive with the Business, directly or indirectly,
on
behalf of himself or any third party, any client or vendor of Medialink and
its
affiliates; or
iv. have
an
interest as an owner, lender, independent contractor, co-venturer, partner,
participant, associate or in any other capacity, render services to or
participate in the affairs of, any business which is competitive with, or
substantially similar to, the Business of Medialink and its affiliates as
presently conducted and as may be conducted by Medialink during the Restricted
Period.
9. The
restrictions in Section 8(d) shall not be construed to prevent XxXxxxxxx
from (i) owning, directly or indirectly, in the aggregate, an amount not
exceeding two (2%) percent of the issued and outstanding voting securities
of
any class of any corporation whose voting capital stock is traded on a national
securities exchange or in the over-the-counter market; or (ii) rendering
services for news organizations, or public relations departments or public
relations agencies; or (iii) acting as a news reporter or manager for an entity
whose primary function is journalism; or (iv) acting as a member of the internal
public relations staff of any corporation or entity who performs services for
only that corporation or its affiliates, including parent corporations,
subsidiaries, and joint ventures; or (v) acting as an account executive or
manager at a public relations agency directly serving that agency’s clients.
Notwithstanding the prior sentence, however, XxXxxxxxx may not, render services,
directly or indirectly, (i) for any organization, department, or affiliate
of such news organizations, corporate public relations departments, or public
relations agencies, whose primary purpose is to provide the production and
distribution of video or audio news releases that are competitive with, or
substantially similar to, the Business; or (ii) for any organization,
department, or affiliate of such news organizations, corporate public relations
departments, or public relations agencies, whose primary purpose is to provide
closed-captioned text and associated streaming video clips services that are
competitive with or substantially similar to the Business; or (iii) for any
organization, department, or affiliate of such news organizations, corporate
public relations departments, or public relations agencies, whose primary
purpose is to provide watermarking and/or detection services that are
competitive with, or substantially similar to, the Business.
10. If
XxXxxxxxx breaches, or threatens to commit a breach of, any of the provisions
of
Section 8 (the “Restrictive Covenants”), Medialink shall have the right and
remedy to require XxXxxxxxx to account for and pay over to Medialink all
compensation, profits, monies, accruals, increments or other benefits
(collectively, “Benefits”) derived or received by him as the result of any
transactions constituting a breach of the Restrictive Covenants, and XxXxxxxxx
shall account for and pay over such Benefits to Medialink. In addition, if
XxXxxxxxx breaches or threatens to commit a breach of any of the Restrictive
Covenants, Medialink shall have the right to purchase from XxXxxxxxx his vested
stock options for the book value of the shares of Common Stock underlying such
vested options less the exercise price of such vested options; provided,
however, that in no event shall money be due from XxXxxxxxx upon the purchase
by
Medialink of XxXxxxxxx’x vested stock options pursuant to this sentence.
Medialink may, upon ten (10) days’ written notice to XxXxxxxxx, set off any
amounts due it under this Section 10 against any amounts owed to XxXxxxxxx
by Medialink. In addition, XxXxxxxxx agrees that any breach or threatened breach
by him of Section 8 of this Agreement shall entitle Medialink, in addition
to all other legal remedies available to it, to apply to any court of competent
jurisdiction to enjoin such breach or threatened breach without posting a bond
or showing special damages. In the event that any of the restrictions contained
in this Agreement shall be deemed to be unenforceable by reason of the extent,
duration or geographical scope thereof, or otherwise, then after such
restrictions have been reduced so as to be enforceable, in its reduced form
such
provisions shall then be enforceable in the manner contemplated
hereby.
11. XxXxxxxxx
further agrees and understands that failure to adhere to the terms and
conditions of this Agreement, including but not limited to the provisions of
Section 8 of this Agreement, as well as any action commenced by him against
the
Medialink Parties (as defined in Section 12), other than to enforce the terms
of
this Agreement, shall upon ten (10) days’ written notice to XxXxxxxxx and
XxXxxxxxx’x failure during such period to cure the breach to Medialink’s
reasonable satisfaction, immediately void Medialink’s obligation to pay the
amounts set forth above, and any and all monies and/or benefits provided for
herein to XxXxxxxxx and shall require immediate repayment by XxXxxxxxx of the
value of all consideration paid or provided to XxXxxxxxx by Medialink pursuant
to this Agreement, and shall further require XxXxxxxxx to pay Medialink’s
reasonable costs and attorneys’ fees in defending or prosecuting such
action.
12. (a)XxXxxxxxx
hereby stipulates, agrees, and understands that in consideration of the payments
set forth in Section 6 above, that being good and valuable consideration,
XxXxxxxxx hereby acting of his own free will, voluntarily and on behalf of
himself, his heirs, administrators, executors, successors, and assigns
(collectively, the “XxXxxxxxx Parties”), releases Medialink, its subsidiaries,
affiliates, directors, officers, members, employees, attorneys, representatives,
and agents and each of them and their predecessors, successors and assigns
(collectively, the “Medialink Parties”) from any and all debts, obligations,
claims, demands, judgments or causes of action of any kind whatsoever in tort,
contract, by statute, or on any other basis for compensatory, punitive or any
other damages, expenses, reimbursements or costs of any kind, including but
not
limited to any and all claims, demands, rights, and/or causes of action arising
out of an alleged breach of any employment agreement whether written or oral,
or
relating to purported employment discrimination or violations such as Civil
Rights violations, including, but not limited to, those arising under Title
VII
of the Civil Rights Act of 1964 (42 U.S.C. section 2000e, et seq.),
the
Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871 (42 U.S.C.
sections 1981 and 1983), Executive Order 11246 as amended, the Age
Discrimination in Employment Act of 1967 (29 U.S.C. section 621, et seq.),
the
Equal Pay Act of 1963 (29 U.S.C. section 26(d)(1), the Rehabilitation Act of
1973 (29 U.S.C. section 701-794), the Americans with Disabilities Act (ADA),
the
New York Human Rights Law, Exec. Law, CH. 118, Art. 15, section 290,
et seq.
or any
other applicable federal, state or local employment discrimination statute
or
ordinance which XxXxxxxxx might have or assert against any of the Medialink
Parties: (1) by reason of his relationship or dealings with Medialink or the
Medialink Parties or the termination of said relationship and all circumstances
related thereto; or (2) by reason of any other matter, cause or thing
whatsoever, from the first date of employment to the date of execution of this
Agreement.
(b) Medialink
hereby stipulates, agrees, and understands that in consideration of the
obligations undertaken herein by XxXxxxxxx, that being good and valuable
consideration, Medialink hereby acting of its own free will, voluntarily and
on
behalf of itself and the Medialink Parties, releases XxXxxxxxx and the XxXxxxxxx
Parties, from any and all debts, obligations, claims, demands, judgments or
causes of action of any kind whatsoever in tort, contract, by statute, or on
any
other basis for compensatory, punitive or any other damages, expenses,
reimbursements or costs of any kind, including but not limited to any and all
claims, demands, rights, and/or causes of action arising out of the relationship
between XxXxxxxxx and the Medialink Parties, which the Medialink Parties might
have or assert against any of the XxXxxxxxx Parties: (1) by reason of
XxXxxxxxx’x relationship or dealings with the Medialink Parties or the
termination of said relationship and all circumstances related thereto; or
(2)
by reason of any other matter, cause or thing whatsoever, from the first date
of
employment to the date of execution of this Agreement.
13. XxXxxxxxx
represents and agrees that he has not filed any lawsuits or demands for
arbitration against Medialink, or filed or caused to be filed any charges or
complaints against Medialink with any municipal, state or federal agency charged
with the enforcement of any law. Pursuant to and as part of XxXxxxxxx’x release
of Medialink as set forth above, XxXxxxxxx agrees to the fullest extent
permitted by law, not to xxx, or file a charge, complaint, grievance or demand
for arbitration against Medialink in any forum or assist or otherwise
participate willingly or voluntarily in any claim, arbitration, suit, action,
investigation or other proceeding of any kind which relates to any matter that
involves Medialink, and that occurred up to and including the date of his
execution of this Agreement, unless required to do so by law. To the extent
any
such action may be brought by a third party, XxXxxxxxx expressly waives any
claim to any form of monetary or other damages, or any other form of recovery
or
relief in connection with any such action.
14. Medialink
acknowledges that XxXxxxxxx may make an application for unemployment benefits
and Medialink agrees not to contest or object to same, provided that such
application is truthful and accurate.
15. The
parties agree that a press release will be prepared and filed announcing
XxXxxxxxx’x resignation as an officer and director of Medialink. Such press
release shall be subject to the prior review and approval of XxXxxxxxx, which
approval shall not be unreasonably withheld. Medialink agrees that, other than
the disclosure in such press release and any similar disclosure required to
be
made by Medialink and any other disclosures required by law, rule or regulation,
it will make no disclosures concerning XxXxxxxxx’x employment or other
information regarding XxXxxxxxx, except to state that pursuant to Medialink
policy it can only confirm employment, job title, dates of service, rate of
pay
or to disclose other information as required by law.
16. Medialink
and XxXxxxxxx agree that confidentiality is a material condition of this
Agreement. XxXxxxxxx agrees not to disclose or make reference to the terms
of
this Agreement without prior written consent of Medialink, except as required
by
law, or to his attorney or his immediate family. XxXxxxxxx further understands
and agrees that he shall not hereafter contact or communicate with employees
of
Medialink, other than Xxxxxxx Xxxxxxxx, with regard to the subject matter of
this Agreement, other than solely for the provision of consulting services
during the Consulting Period. Nothing herein shall preclude XxXxxxxxx from
discussing in general terms his duties and responsibilities while at Medialink.
XxXxxxxxx acknowledges that Medialink will file all appropriate securities
filings with regard to the termination of XxXxxxxxx’x employment relationship
with Medialink.
17. XxXxxxxxx
further agrees that in any and all conversations and writings regarding the
Medialink Parties, XxXxxxxxx shall make no negative statements concerning any
aspect of the business of Medialink or concerning any of the Medialink Parties.
Medialink stipulates and agrees that in any and all future conversations,
writings and inquiries, and in all recommendations in reference to XxXxxxxxx,
Medialink shall make no negative or derogatory statements regarding
XxXxxxxxx.
18. XxXxxxxxx
further understands and agrees that he shall not assist or participate in any
action brought against the Medialink Parties, but that he shall cooperate with
the Medialink Parties in the defense of any such actions against the Medialink
Parties of which he has knowledge by virtue of his employment with the Medialink
Parties, subject to the requirements of his subsequent employment and fair
compensation for his time and reimbursement of his reasonable expenses incurred
in complying with this section, except that this section shall not be construed
to prohibit him from complying with validly issued subpoenas.
19. XxXxxxxxx
acknowledges that, other than as expressly set forth herein, he has no
entitlement to severance pay or any benefit resulting from the termination
of
his relationship with Medialink. XxXxxxxxx further understands that his
receiving the consideration set forth in this Agreement is conditional upon
his
signing and not revoking this Agreement and complying with the terms and
provisions hereof.
20. This
Agreement does not constitute an admission of misconduct or liability by any
of
the parties. This Agreement may be introduced in any proceeding to enforce
its
provisions.
21. If
any
provision, or portion thereof, of this Agreement is determined to be invalid
under applicable statute or rule of law, only such provision, and only to the
extent determined to be invalid, shall be deemed omitted from this Agreement,
the remainder of which shall remain in full force and effect.
22. XxXxxxxxx
agrees that this Agreement fully supersedes all of the provisions of that
certain Amended and Restated Employment Agreement dated as of August 28, 2001
by
and between Medialink and XxXxxxxxx and that such Amended and Restated
Employment Agreement shall hereby be terminated and of no further force and
effect. XxXxxxxxx further agrees that this Agreement constitutes the
complete Agreement between the parties and that no other representations have
been made by Medialink. XxXxxxxxx agrees that this document resolves all
outstanding issues arising from his relationship with Medialink and that he
will
not receive anything further from Medialink other than as expressly set forth
herein.
23. This
Agreement shall be construed under the laws of the State of New York and shall
in all respects be interpreted, enforced, and governed under the law of said
state applicable to contracts made and to be performed therein without giving
effect to the principles of conflict of laws thereof. Except in respect of
any
legal suit, action, or proceeding against them arising out of or relating to
this Agreement shall be brought exclusively in the United States District Court
or New York Supreme Court, in the State of New York. The parties hereto hereby
accept the jurisdictions of such courts for the purpose of any such action
or
proceeding and agree that venue for any action or proceeding brought in the
State of New York shall lie in the United States District Court, Southern
District of New York or Supreme Court of the State of New York, County of New
York, as the case may be. Each of the parties hereto hereby irrevocably consents
to the service of process in any action or proceeding in such courts by the
mailing thereof by United States registered or certified mail postage prepaid
at
its address set forth herein.
24. This
Agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
| MEDIALINK WORLDWIDE INCORPORATED | |||
|
By:
|
|||
|
J. XXXXXX XxXXXXXXX |
Name: Xxxxxxx Xxxxxxxx |
||
|
Date: January __, 2006
|
Title: Chief
Financial Officer
Date:
January __, 2006
|
||
| STATE OF ______________________ | ) | |
| ) ss.: | ||
| COUNTY OF _____________________ | ) |
On
the
________ day of ________________________, before me, the undersigned, personally
appeared XXXXXXX XXXXXXXX, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he is the Chief Financial Officer
of Medialink Worldwide Incorporated (“Medialink”), and that by his signature on
the instrument, the individual executed the instrument on behalf of
Medialink.
| ______________________________ | Notary Public |
| STATE OF ______________________ | ) | |
| ) ss.: | ||
| COUNTY OF _____________________ | ) |
On
the
________ day of ____________, _______, before me, the undersigned, J. XXXXXX
XxXXXXXXX, personally appeared, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed
to
the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual executed
the instrument.
| ______________________________ | Notary Public |
