AGREEMENT TO TERMINATE
WRITTEN EMPLOYMENT AGREEMENT
WHEREAS, Xxxxxxx Communications Corporation ("MCC") and Xxxxx Xxxxxxx
("Halford") are parties to a written employment agreement (the "Employment
Agreement") dated January 1, 1999; and
WHEREAS, Xxxxxxx'x employment with MCC ended effective January 1, 2000; and
WHEREAS, MCC continued to pay Xxxxxxx'x salary through June 30, 2000,
(hereafter the "Severance Payments") in partial consideration for the promises
and agreements described below; and
WHEREAS, MCC and Halford mutually desire to terminate the Employment
Agreement and release all claims and obligations thereunder, pursuant to the
terms and promises set forth below;
MCC AND HALFORD THEREBY AGREE AS FOLLOWS:
1. MCC hall issue warrants granting Halford the right to purchase up to
seventy-five thousand (75,000) shares of MCC stock, at a price of one dollar
($1.00) per share, valid for three years from the date of issue, with an issue
date of March 22, 2000.
2. All MCC stock options of which Halford was fully vested as of June
30, 2000, shall remain in full force and effect and may be exercised by Halford
on or before June 30, 2001. Any such options not exercised on or before June
30, 2001, shall expire without further notice to Halford.
3. In exchange for the Severance Payments Xxxxxxx has already received,
along with the additional consideration described in paragraphs 1 and 2, above,
and without further compensation or consideration from MCC, Halford agrees to
make himself available to MCC as an independent contractor to provide counseling
and assistance to MCC in matters involving the collection of MCC's aged accounts
receivable, the filing of regulatory forms, the payment of MCC's aged accounts
payable and the sale of any MCC assets, through December 31, 2000, to the extent
that such advice and counseling does not unreasonably interfere with Xxxxxxx'x
ability to perform the functions of his full-time employment. After December
31, 2000, Halford may, at his discretion, provide further assistance to MCC from
time-to-time if so requested by MCC.
4. In exchange for the Severance Payments Halford has already received,
along with the additional consideration described in paragraphs 1 and 2, above,
and without further compensation or consideration from MCC, Halford agrees to
take all steps necessary to transfer all telephone accounts relating to Larken,
Inc., or affiliates of Larken, Inc., out of MCC's name effective May 1, 2000,
and to provide MCC with written assurance that MCC is not responsible for the
payment of any statements, bills, liabilities or obligations pertaining to such
accounts for any time period after May 1, 2000.
5. In exchange for the Severance Payments Halford has already received,
along with the additional consideration described in paragraphs 1 and 2, above,
and without further compensation or consideration from MCC, Halford hereby
releases and forever discharges MCC, along with its officers and directors, from
any and all obligations, liabilities or claims arising from or relating to any
acts or omissions, or to Terminate Employment Agreement (as defined below),
including without limitation claims arising from or relating to the Employment
Agreement, except that Halford does not release MCC or its officers and
directors from any claims of fraud or other intentional wrongdoing based on any
acts that may have occurred during the course of Xxxxxxx'x employment with MCC
and, further, that nothing herein shall have the effect of releasing any claims
that Halford may have that arise from or relate to any promissory notes issued
by MCC to Halford. Any claims that Halford has, or may claim to have, that
arise from or relate to any promissory notes issued by MCC to Halford shall
survive the execution of this Agreement but shall be extinguished in the event
that (1) Halford and MCC reach a separate agreement to extinguish such claims or
(2) Halford obtains a full and complete release from any obligations under any
and all promissory notes that he has issued to the Hartford Carlisle Bank
without payment or other valuable consideration supplied by him. In the event
that Halford obtains a full and complete release of any obligations under any
and all promissory notes that he has issued to Hartford Carlisle Bank, then any
claims that Halford may have against MCC that arise from or relate to any
promissory notes issued by MCC to Halford shall be limited to the actual value
of such payment or consideration plus any allowable reasonable expenses and/or
attorney fees. Nothing in this paragraph shall act as a release or satisfaction
of the obligations evidenced directly by the promissory notes issued by MCC to
Halford. MCC hereby releases Halford from any and all obligations, liabilities
or claims arising from or relating to any acts or omissions, or alleged acts or
omissions, by Halford on or before the Effective Date of this Agreement to
Terminate Employment Agreement, except that MCC does not release Halford from
any claims of fraud or other intentional wrongdoing based on any acts that may
have occurred during the course of Xxxxxxx'x employment with MCC.
2
6. This Agreement to Terminate Employment Agreement hereby supercedes
and extinguishes all prior contracts or arrangements between MCC ad Halford
relating to Xxxxxxx'x employment with MCC, and is intended by the parties to be
a full, complete, final and integrated document.
7. This Agreement to Terminate Employment Agreement shall be governed
and construed by Iowa law, and may be enforced by either party only in The Iowa
District Court for Linn County, Iowa.
8. The "Effective Date" of this Agreement to Terminate Employment
Agreement is the date that the last of the parties to execute this Agreement to
Terminate Employment Agreement has done so.
XXXXXXX COMMUNICATIONS CORPORATION
BY /s/ Xxxx Xxxxxx DATED 12/20/00
----------------- --------
ITS VP & CFO
----------
/s/ Xxxxx Xxxxxxx DATED 12/20/00
----------------- --------
XXXXX XXXXXXX
3
