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 | 2003 |
Non-Competition Agreement
Non-Competition Agreement (11K)
Doc #101422: Click preview link for longer preview.
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (this "Agreement") is made as of
the 31st day of January, 2003 by and between Paragon Dynamics, Inc., a
Delaware corporation formerly known as Zanett Inc. Merger Sub PDI, Inc
("Company"), and Jeffrey J. Byrnes ("Byrnes").
Background
WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware corporation, Paragon Dynamics, Inc., a Colorado corporation
("PDI"), and Byrnes and the other shareholders of PDI identified on the
signature page thereto, PDI is being merged with and into the Company, with
the Company surviving the merger as a Delaware corporation named Paragon
Dynamics, Inc. (the "Merger") (capitalized terms not otherwise defined herein
shall have the respective meanings assigned to such terms in the Merger
Agreement); and
WHEREAS, Byrnes is an employee of PDI and will continue as an
employee of the Company after the Merger, and has experience in the business
of providing information technology consulting services in satellite
communications, software development, SETA, networking or database storage
and management for the Intelligence Community (as defined by
www.intelligence.gov) currently consisting of 14 executive branch agencies
and organizations, and possesses knowledge of the business and affairs the
Company and its customers, policies, methods, personnel, trade secrets and
confidential information; and
WHEREAS, Byrnes acknowledges that each of the Company and Zanett
would be irreparably harmed if the knowledge of Byrnes of the business and
affairs, trade secrets or confidential information of the Company were
disclosed or utilized on behalf of any business, person or entity which is
in, or contemplates entering into, competition in any respect, directly or
indirectly with the Company; and
WHEREAS, as a material inducement for Zanett and the Company to
enter into the Merger Agreement and as a material condition to the Closing of
the transactions contemplated by thereby, Byrnes agreed to execute and
deliver this Agreement.
NOW, THEREFORE, in consideration for the foregoing and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
intending to be legally bound hereby, the parties hereto agree as follows:
101422
|
PDI
As referenced in this Non-Competition Agreement:
PDI, Inc – of
the 31st day of January, 2003 by and between Paragon Dynamics, Inc., a
Delaware corporation formerly known as Zanett Inc. Merger Sub PDI, Inc
("Company"), and Jeffrey J. Byrnes ("Byrnes").
Background
WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of
_____________
dt 270646
;
Zanett
As referenced in this Non-Competition Agreement:
ZANETT INC – PLANET ZANETT INC 8-K (Filed 2/13/2003)
_____________
ZANETT INC –
PLANET ZANETT INC
_____________
Zanett Inc. – COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (this "Agreement") is made as of
the 31st day of January, 2003 by and between Paragon Dynamics, Inc., a
Delaware corporation formerly known as Zanett Inc. Merger Sub PDI, Inc
("Company"), and Jeffrey J. Byrnes ("Byrnes").
Background
WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as
_____________
Zanett, Inc. – WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware corporation, Paragon Dynamics, Inc., a Colorado corporation
("PDI"), and Byrnes and the other shareholders of PDI identified on the
signature page thereto, PDI is being merged
_____________
Zanett, Inc. – postage prepaid, addressed to the respective addresses set forth
below:
If to the Company:
------------------
Paragon Dynamics, Inc.
8 Inverness Drive East, Suite 108
Englewood, CO 80112
With a copy to:
---------------
Zanett, Inc.
135 E. 57th Street, 15th Floor
New York, NY 10022
Attn: Chief Legal Officer
Fax: (646) 521-8525
If to Byrnes:
-------------
C/O Paragon Dynamics, Inc.
8 Inverness Drive
_____________
dt 1848730
;
Jeffrey J. Byrnes;
| Paragon Dynamics, Inc.;
Planet Zanett Inc
|
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| 2003 |
Letter Agreement
Letter Agreement (8K)
Doc #101501: Click preview link for longer preview.
Mr. Larry Romero
13312 Clayton Street
Thornton, CO 80241
Dear Larry:
This letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc.,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the meaning given
to them in the Purchase Agreement.
It is a condition to the Closing of the Purchase Agreement that, effective as of
the Closing, (i) you and Vari-L terminate your employment relationship with
Vari-L, including, without limitation, the Vari-L Company, Inc. Executive
Employment Agreement executed by you and Vari-L (the "Existing Employment
Agreement"), and (ii) you waive any and all potential claims against Vari-L
including, but not limited to, any severance benefits payable to you under the
Existing Employment Agreement. Pursuant to Section XIII of the Existing
Employment Agreement, you and Vari-L acknowledge and agree that your termination
from Vari-L shall be a termination by Mutual Agreement and as that is defined in
the Existing Employment Agreement, you are not entitled to any severance
benefits from Vari-L whatsoever.
Although Vari-L has no obligation to do so, in consideration for the promises
and agreements contained in this termination letter, including without
limitation, the Termination by Mutual Agreement of your employment with Vari-L
and release of all claims, Vari-L offers the following potential bonus
opportunity to you should you accept employment with Sirenza:
101501
|
Sirenza
As referenced in this Letter Agreement:
Sirenza Microdevices Inc. – letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc. ,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L
_____________
dt 1460889
;
Larry R. Romero;
| Vari-L Co. Inc.
|
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| 2003 |
Letter Agreement
Letter Agreement (8K)
Doc #101502: Click preview link for longer preview.
Mr. Tim Schamberger
6936 Chestnut Court
Parker, CO 80134
Dear Tim:
This letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc.,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the meaning given
to them in the Purchase Agreement.
It is a condition to the Closing of the Purchase Agreement that, effective as of
the Closing, (i) you and Vari-L terminate your employment relationship with
Vari-L, including, without limitation, the Vari-L Company, Inc. Executive
Employment Agreement executed by you and Vari-L (the "Existing Employment
Agreement"), and (ii) you waive any and all potential claims against Vari-L
including, but not limited to, any severance benefits payable to you under the
Existing Employment Agreement. Pursuant to Section XIII of the Existing
Employment Agreement, you and Vari-L acknowledge and agree that your termination
from Vari-L shall be a termination by Mutual Agreement and as that is defined in
the Existing Employment Agreement, you are not entitled to any severance
benefits from Vari-L whatsoever.
Although Vari-L has no obligation to do so, in consideration for the promises
and agreements contained in this termination letter, including without
limitation, the Termination by Mutual Agreement of your employment with Vari-L
and release of all claims, Vari-L offers the following potential bonus
opportunity to you should you accept employment with Sirenza:
101502
|
Sirenza
As referenced in this Letter Agreement:
Sirenza Microdevices Inc. – letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc. ,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L
_____________
dt 1460890
;
Timothy Schamberger;
| Vari-L Co. Inc.
|
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| 2003 |
Letter Agreement
Letter Agreement (8K)
Doc #101503: Click preview link for longer preview.
Mr. Dan Wilmot
4411 Day Dream Road
Golden, CO 80403
Dear Dan:
This letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc.,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the meaning given
to them in the Purchase Agreement.
It is a condition to the Closing of the Purchase Agreement that, effective as of
the Closing, (i) you and Vari-L terminate your employment relationship with
Vari-L, including, without limitation, the Vari-L Company, Inc. Executive
Employment Agreement executed by you and Vari-L (the "Existing Employment
Agreement"), and (ii) you waive any and all potential claims against Vari-L
including, but not limited to, any severance benefits payable to you under the
Existing Employment Agreement. Pursuant to Section XIII of the Existing
Employment Agreement, you and Vari-L acknowledge and agree that your termination
from Vari-L shall be a termination by Mutual Agreement and as that is defined in
the Existing Employment Agreement, you are not entitled to any severance
benefits from Vari-L whatsoever.
Although Vari-L has no obligation to do so, in consideration for the promises
and agreements contained in this termination letter, including without
limitation, the Termination by Mutual Agreement of your employment with Vari-L
and release of all claims, Vari-L offers the following potential bonus
opportunity to you should you accept employment with Sirenza:
101503
|
Sirenza
As referenced in this Letter Agreement:
Sirenza Microdevices Inc. – letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc. ,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L
_____________
dt 1460891
;
Daniel J. Wilmot;
| Vari-L Co. Inc.
|
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| 2002 |
Separation Agreement and Release
Separation Agreement and Release (22K)
Doc #106411: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.44
{SEQUENCE}3
{PAGE}
Exhibit 10.44
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (the "Agreement") is entered into
by and between Identix Incorporated ("Identix") and Valerie Lyons ("Employee")
(each, a "Party" and together, "the Parties").
RECITALS
Employee is party to an existing Employment Agreement dated as of August
22, 2001 between Employee and Identix (the "Employment Agreement").
Identix and Employee mutually agree that Employee shall separate from
the employment of Identix on the terms set forth below.
AGREEMENT
The Parties agree as follows:
1. Employee hereby resigns her employment with Identix effective as of July
28, 2002 (the "Termination Date"). To the extent Employee currently
holds any positions as an officer or director of Identix or any of its
subsidiaries, joint ventures or affiliates, Employee hereby resigns from
any and all such positions, effective as of the Termination Date.
2. Contingent on Employee's compliance with her undertakings under this
Agreement, Identix shall pay Employee, on the Termination Date or on the
Effective Date of this Agreement, whichever is later, the gross sum of
four hundred thousand dollars and no cents ($400,000.00) in a lump sum,
less all appropriate taxes, withholdings and deductions. Employee shall
submit appropriate documentation for reimbursement of outstanding
business expenses no later than 15 days prior to the Termination Date,
and Identix shall pay on or before the Termination Date all reasonable,
documented and appropriate business expenses so submitted pursuant to
the standard expense reimbursement policies of Identix. Notwithstanding
the foregoing, Employee shall submit appropriate documentation for
reimbursement of outstanding business cellular phone expenses as
promptly as practicable after the Termination Date and Identix shall pay
all reasonable, documented and appropriate business cellular phone
expenses so submitted pursuant to the standard expense reimbursement
policies of Identix.
3. Identix shall pay Employee, on the Termination Date or on the Effective
Date of this Agreement, whichever is later, the cash equivalent of 12
months' of medical and dental COBRA insurance premiums for Employee and
her dependents, less all appropriate taxes, withholdings and deductions,
if any.
4. Identix shall pay Employee, on the Termination Date or on the Effective
Date of this Agreement, whichever is later, the cash equivalent of 12
months' of term life insurance premiums for Employee (based on such
premiums for Employee in effect prior to the Termination Date), less all
appropriate taxes, withholdings and deductions, if any.
5. The options to purchase Common Stock granted to Employee by Identix
identified on Attachment A hereto, which Employee agrees and
acknowledges are all of the options to which Employee is entitled, shall
fully vest on the Termination Date, and notwithstanding any provision of
any relevant stock option agreement or stock option plan to the
contrary, Employee shall have 12 months from the Termination Date to
exercise such options.
{PAGE}
6. Prior to or on the Termination Date, Identix shall pay to Employee all
regular salary earned, and payment for all accrued and unused vacation
through the Termination Date, less all appropriate taxes, withholdings
and deductions. Identix shall also pay Employee, on the Termination Date
or the Effective Date of this Agreement, whichever is later, $50,000,
less all appropriate taxes, withholdings and deductions, representing
all bonus payments claimed by Employee to have accrued through the
Termination Date. Employee agrees and acknowledges that Identix makes
payment of this amount in part as a compromise of claims and without
prejudice to the methodology or calculation of the any claimed or
accrued bonus amounts of other Identix sales personnel. Employee
acknowledges that, except as provided herein, Employee shall receive no
payments, wages, bonuses or benefits from Identix after the Termination
Date.
7. Subject to payment and provision of the consideration described above,
Employee, for herself and for each of her representatives, heirs,
successors and assigns, does hereby release, acquit and forever
discharge Identix its affiliates, subsidiaries, divisions and related
companies, and its past, present and future employees, agents,
attorneys, officers, directors, shareholders, partners, heirs,
executors, administrators, insurers, successors and assigns (all
hereinafter "Releasees") from and against any and all claims, rights,
demands, actions, obligations, liabilities and causes of action, whether
asserted or unasserted, of any and every kind, nature and character
whatsoever, that she may now have or has ever had against Releasees, or
any of them, including those related to the termination of employment,
the prior lack of such employment, or any claims of discrimination,
harassment or retaliation, including but not limited to claims arising
under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act,
106411
|
Identix
As referenced in this Separation Agreement and Release:
IDENTIX INC –
IDENTIX INC
_____________
dt 1852236
;
| Valerie Lyons
|
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Termination Agreement and Release
Termination Agreement and Release (4K)
Doc #107121: Click preview link for longer preview.
TERMINATION AGREEMENT AND RELEASE
This Termination Agreement and Release (this "Agreement"), effective as of August 1, 2002 (the "Effective Date"), is made by and between Artisan Components, Inc., a Delaware corporation with its principal offices located at 141 Caspian Court, Sunnyvale, California ("Artisan") and Leon Malmed, an individual residing at ____________________________________ ("Consultant").
Recitals
WHEREAS, Artisan and Consultant are parties to a Consulting Agreement dated April 19, 2000, a copy of which agreement is attached as Exhibit A hereto (the "Consulting Agreement"); and
WHEREAS, the parties hereto and thereto desire to terminate the Consulting Agreement and release each other from any and all claims arising out of the Consulting Agreement; and
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
107121
|
Artisan
As referenced in this Termination Agreement and Release:
Artisan Components, Inc. – d53082_ex10-15.htm TERMINATION AGRMT
TERMINATION AGREEMENT AND RELEASE
This Termination Agreement and Release (this "Agreement"), effective as of August 1, 2002 (the "Effective Date"), is made by and between Artisan Components, Inc. , a Delaware corporation with its principal offices located at 141 Caspian Court, Sunnyvale, California ("Artisan") and Leon Malmed, an individual residing at ____________________________________ ("Consultant").
Recitals
WHEREAS, Artisan and Consultant
_____________
ARTISAN COMPONENTS INC. – respect or particular except by a writing signed by Artisan and Consultant.
IN WITNESS WHEREOF, each the parties have executed this Agreement as of the Effective Date set forth above.
ARTISAN COMPONENTS INC.
By: /s/ Mark Templeton
--------------
Name: Mark Templeton
Title: President & CEO
CONSULTANT
By: /s/ Leon Malmed
--------------
Name: Leon Malmed
_____________
dt 1321741
;
| Leon Malmed
|
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| 2003 |
Settlement Agreement & Release
Settlement Agreement & Release (22K)
Doc #108609: Click preview link for longer preview.
SETTLEMENT AGREEMENT & RELEASE
This Settlement Agreement & Release is effective April 26, 2002 (the
"Effective Date") between Dell Products, L.P. ("Dell") with its principal place
-------------- ----
of business at One Dell Way, Round Rock, Texas 78682 and InterVideo, Inc.,
("InterVideo") a Delaware corporation having its principal place of business at
----------
47350 Fremont Blvd., Fremont, California 94538. Hereinafter, Dell and InterVideo
shall be referred to collectively as the "Parties."
-------
RECITALS
WHEREAS, on August 4, 1999, Dell and InterVideo entered into a Software
Licensing Agreement, as modified by the Supplement entered into on August 4,
1999, by Supplement Two, entered into on July 31, 2000, and by Amendment One,
entered into May 5, 2001 (the foregoing, collectively, the "Original License
----------------
Agreement"); and
---------
WHEREAS, pursuant to the Original License Agreement, InterVideo made
certain representations and warranties to Dell regarding the Products, and
agreed to indemnify Dell against certain losses;
WHEREAS, Dell has entered into certain agreements with the Claiming Parties
(as defined below) to settle and release certain claims of infringement the
Claiming Parties (as defined below) may have against Dell; WHEREAS, concurrently
with the execution of this Settlement Agreement & Release, the Parties are
entering into a Series D Preferred Stock Subscription Agreement, in the form
attached hereto; and WHEREAS, the Parties desire to settle all claims Dell may
have against InterVideo relating to Infringement (as defined below), pursuant to
the terms and conditions set forth in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the promises and mutual promises
referred to in the Recitals and contained herein, and of other consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:
1. Definitions.
-----------
1.1 "Claiming Parties" means (i) Nissim Corporation, a Florida
----------------
corporation, (ii) Mr. Max Abecassis, an individual associated with Nissim
Corporation, (iii) MPEG LA, L.L.C., a limited liability company organized and
existing under the laws of Delaware, (iv) any past, present or future
signatories to an agreement with MPEG LA, L.L.C. regarding intellectual property
rights, to the extent that signatory licenses those rights to MPEG LA, L.L.C.,
or authorizes MPEG LA, L.L.C. to act on its behalf with respect to those rights,
(v) any entities on behalf of which MPEG LA,
108609
|
Canon
As referenced in this Settlement Agreement & Release:
CANON INC. – April 25, 2002 Date: April 26, 2002
-------------------------------- --------------------------------
-5-
{PAGE}
Schedule A:
This is the list of patents covered by the MPEG-2 Patent Portfolio License as of
April 1, 2002
CANON INC.
US 4,982,270
JP 2,674,059
COLUMBIA UNIVERSITY
US Re 35,093
CA 2,096,431-C
DE 69129595
DE 69130329
FR 0564597
FR 0630157
GB 0564597
_____________
dt 1322489
;
Dell Products
As referenced in this Settlement Agreement & Release:
Dell Products, L – br>
{DOCUMENT}
{TYPE}EX-10.15
{SEQUENCE}20
{PAGE}
EXHIBIT 10.15
SETTLEMENT AGREEMENT & RELEASE
This Settlement Agreement & Release is effective April 26, 2002 (the
"Effective Date") between Dell Products, L .P. ("Dell") with its principal place
-------------- ----
of business at One Dell Way, Round Rock, Texas 78682 and InterVideo, Inc.,
("InterVideo") a Delaware corporation having its principal place of business
_____________
DELL PRODUCTS, L – being understood that all parties need
not sign the same counterpart.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Settlement
Agreement & Release by their respective duly authorized officers.
DELL PRODUCTS, L .P. INTERVIDEO, INC.
By: /s/ Scott Crawley By: /s/ Steve Ro
---------------------------------- ----------------------------------
Title: Director, Software Procurement Title: CEO
------------------------------- -------------------------------
Date: April 25, 2002 Date: April 26, 2002
-------------------------------- --------------------------------
-5-
{PAGE}
Schedule A:
_____________
dt 1542021
;
InterVideo
As referenced in this Settlement Agreement & Release:
INTERVIDEO INC –
INTERVIDEO INC
_____________
InterVideo, Inc. – Release is effective April 26, 2002 (the
"Effective Date") between Dell Products, L.P. ("Dell") with its principal place
-------------- ----
of business at One Dell Way, Round Rock, Texas 78682 and InterVideo, Inc. ,
("InterVideo") a Delaware corporation having its principal place of business at
----------
47350 Fremont Blvd., Fremont, California 94538. Hereinafter, Dell and InterVideo
shall be referred to collectively as the "Parties."
-------
_____________
INTERVIDEO, INC. – parties need
not sign the same counterpart.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Settlement
Agreement & Release by their respective duly authorized officers.
DELL PRODUCTS, L.P. INTERVIDEO, INC.
By: /s/ Scott Crawley By: /s/ Steve Ro
---------------------------------- ----------------------------------
Title: Director, Software Procurement Title: CEO
------------------------------- -------------------------------
Date: April 25, 2002 Date: April 26, 2002
-------------------------------- --------------------------------
-5-
Schedule A:
This is the
_____________
dt 1848684
;
|
SANYO Electric
As referenced in this Settlement Agreement & Release:
SANYO ELECTRIC CO – JP 2,665,127
KR 166716
US 5,654,706
DE 69321781
FR 0580454
GB 0580454
HK 1008711
KR 95,631
KR 132895
SANYO ELECTRIC CO ., LTD.
JP 2,812,446
SCIENTIFIC ATLANTA
US 5,418,782
AU 683134
CA 2,180,363
JP 2,940,638
MX
_____________
dt 222122
;
Columbia
As referenced in this Settlement Agreement & Release:
COLUMBIA UNIVERSITY
– as of
April 1, 2002
CANON INC.
US 4,982,270
JP 2,674,059
COLUMBIA UNIVERSITY
US Re 35,093
CA 2,096,431-C
DE 69129595
DE 69130329
FR
dt 63182
;
Dell Products, L.P.
|
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Full Doc
| 1999 |
Opinion Letter
Opinion Letter (9K)
Doc #109125: Click preview link for longer preview.
April 15, 1999
3Dfx Interactive, Inc.
4435 Fortran Drive
San Jose, California, 95134
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form S-4
Registration Statement filed with the Securities and Exchange Commission (which
contains a Joint Proxy Statement/Prospectus) (the "Registration Statement")
filed pursuant to the Agreement and Plan of Reorganization (the "Reorganization
Agreement"), dated December 13, 1998, among 3Dfx Interactive, Inc., a California
corporation ("3Dfx"), Voodoo Merger Sub, Inc., a Texas corporation and a
wholly-owned subsidiary of 3Dfx ("Merger Sub"), and STB Systems, Inc., a Texas
corporation ("STB").
Except as otherwise provided, capitalized terms used but not defined herein
shall have the meanings set forth in the Reorganization Agreement.
We have acted as counsel to 3Dfx and Merger Sub in connection with the
Merger. As such, and for the purpose of rendering this opinion, we have
examined, and are relying upon (without any independent investigation or review
thereof) the truth and accuracy, at all relevant times, of the statements,
covenants, representations and warranties contained in the following documents
(including all exhibits and schedules attached thereto):
1. The Reorganization Agreement;
2. The Form S-4 Registration Statement filed with the Securities and
Exchange Commission on April 15, 1999 (which contains a Joint Proxy
Statement/Prospectus);
3. Those certain tax representation letters expected to be delivered to
us by 3Dfx, Merger Sub and STB containing certain representations of
3Dfx, Merger Sub and STB (the "Tax Representation Letters"); and
4. Such other instruments and documents related to the formation,
organization and operation of 3Dfx, Merger Sub and STB and related to
the consummation of the Merger and the other transactions contemplated
by the Reorganization Agreement as we have deemed necessary or
appropriate.
109125
|
3Dfx Interactive
As referenced in this Opinion Letter:
3DFX INTERACTIVE INC –
3DFX INTERACTIVE INC
_____________
3Dfx Interactive, Inc. –
Exhibit-8.1
4
OPINION OF WILSON SONSINI GOODRICH & ROSATI
1
Exhibit 8.1
April 15, 1999
3Dfx Interactive, Inc.
4435 Fortran Drive
San Jose, California, 95134
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the Form S-4
Registration Statement filed with the
_____________
3Dfx Interactive, Inc. – and Exchange Commission (which
contains a Joint Proxy Statement/Prospectus) (the "Registration Statement")
filed pursuant to the Agreement and Plan of Reorganization (the "Reorganization
Agreement"), dated December 13, 1998, among 3Dfx Interactive, Inc. , a California
corporation ("3Dfx"), Voodoo Merger Sub, Inc., a Texas corporation and a
wholly-owned subsidiary of 3Dfx ("Merger Sub"), and STB Systems, Inc., a Texas
corporation ("STB").
Except
_____________
3Dfx Interactive, Inc. – Merger Sub and STB and related to
the consummation of the Merger and the other transactions contemplated
by the Reorganization Agreement as we have deemed necessary or
appropriate.
2
3Dfx Interactive, Inc.
April 15, 1999
Page 2
In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:
1. Original documents submitted to us (including
_____________
3Dfx Interactive, Inc. – stock solely in exchange for
STB common stock in the merger, except to the extent of cash received
in lieu of a fractional share of 3Dfx common stock;
3
3Dfx Interactive, Inc.
April 15, 1999
Page 3
3. The aggregate tax basis of 3Dfx common stock received by STB
shareholders in the merger will be the same as the aggregate tax
_____________
dt 1851332
;
|
 WSGR
As referenced in this Opinion Letter:
WILSON SONSINI –
Exhibit-8.1
{SEQUENCE}4
{DESCRIPTION}OPINION OF WILSON SONSINI GOODRICH & ROSATI
{PAGE} 1
Exhibit 8.1
April 15, 1999
3Dfx Interactive, Inc.
4435
Wilson Sonsini – filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
------------------------------------
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
WILSON SONSINI – as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
------------------------------------
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
dt 30811
|
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| 1999 |
Opinion Letter
Opinion Letter (9K)
Doc #109126: Click preview link for longer preview.
LOCKE LIDDELL & SAPP LLP
2200 Ross Avenue, Suite 220
Dallas, Texas 75201
April 15, 1999
STB Systems, Inc.
3400 Waterview Parkway
Richardson, Texas 75080
Ladies and Gentlemen:
We have acted as counsel to STB Systems, Inc., a Texas corporation (the
"Company") in connection with the proposed merger (the "Merger") of Voodoo
Merger Sub, Inc., a Texas corporation ("Sub") that is also a wholly owned
subsidiary of 3Dfx Interactive, Inc., a California corporation ("Parent"), with
and into the Company pursuant to the terms of that Agreement and Plan of
Reorganization dated as of December 13, 1998 (the "Merger Agreement") by and
among the Company, Parent and Sub. This opinion is being delivered to you in
connection with the registration statement of the Parent on Form S-4, filed with
the Securities and Exchange Commission on April 15, 1999 under the Securities
Act of 1933, as amended (the "Registration Statement"). This opinion is being
rendered pursuant to the requirements of Form S-4 under the Securities Act of
1933, as amended. Capitalized terms used hereunder but not defined have the
meanings ascribed to them in the Merger Agreement or the Registration Statement.
In rendering this opinion we have examined and are relying upon such
documents (including all exhibits and schedules attached thereto) as we have
deemed relevant or necessary, including (i) the Merger Agreement, (ii) the
Registration Statement and (iii) such other documents as we have deemed
necessary or appropriate in order to enable us to render the opinion below, and
our opinion is conditioned upon (without any independent investigation or review
thereof) the truth and accuracy, at all relevant times, of the representations
and warranties, covenants and statements contained therein. This opinion is also
subject to and conditioned upon the receipt by counsel prior to the Effective
Time of the Merger of certain written tax representation letters (the "Tax
Representation Letters") of the Parent, Sub and the Company satisfactory to
counsel. The initial and continuing truth and accuracy of the representations
109126
|
3Dfx Interactive
As referenced in this Opinion Letter:
3DFX INTERACTIVE INC –
3DFX INTERACTIVE INC
_____________
3Dfx Interactive, Inc. – a Texas corporation (the
"Company") in connection with the proposed merger (the "Merger") of Voodoo
Merger Sub, Inc., a Texas corporation ("Sub") that is also a wholly owned
subsidiary of 3Dfx Interactive, Inc. , a California corporation ("Parent"), with
and into the Company pursuant to the terms of that Agreement and Plan of
Reorganization dated as of December 13, 1998 (the "Merger Agreement")
_____________
dt 1851333
;
Locke Liddell
As referenced in this Opinion Letter:
LOCKE LIDDELL –
Exhibit-8.2
{SEQUENCE}5
{DESCRIPTION}OPINION OF LOCKE LIDDELL & SAPP LLP
{PAGE} 1
Exhibit 8.2
LOCKE LIDDELL & SAPP LLP
2200 Ross Avenue,
LOCKE LIDDELL – 2
{SEQUENCE}5
{DESCRIPTION}OPINION OF LOCKE LIDDELL & SAPP LLP
{PAGE} 1
Exhibit 8.2
LOCKE LIDDELL & SAPP LLP
2200 Ross Avenue, Suite 220
Dallas, Texas 75201
April 15, 1999
STB
Locke Liddell – The Merger and Related Transactions - Material Federal Income Tax
Matters" and "Legal Matters."
Sincerely,
/s/ Locke Liddell & Sapp LLP
----------------------------
LOCKE LIDDELL & SAPP LLP
LOCKE LIDDELL – Transactions - Material Federal Income Tax
Matters" and "Legal Matters."
Sincerely,
/s/ Locke Liddell & Sapp LLP
----------------------------
LOCKE LIDDELL & SAPP LLP
dt 38081
;
| STB Systems, Inc.
|
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Full Doc
| 1999 |
Separation Agreement and General Release
Separation Agreement and General Release (17K)
Doc #109218: Click preview link for longer preview.
Exhibit-10.R
{SEQUENCE}10
{DESCRIPTION}SEPARATION AGREEMENT
SEPARATION AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter "Agreement") is
made and entered into this 16th day of December, 1998, by and between Merrimac
Industries, Inc., and its affiliated, subsidiary and related entities, and their
present and former officers, directors, employees, trustees, agents, attorneys,
successors and assigns (hereinafter "Merrimac"), and Jacob Lin (hereinafter
"Lin").
WHEREAS, Lin's employment with Merrimac will be terminated on December 16,
1998; and
WHEREAS, Lin and Merrimac agree that it is in the best interests of both
parties to enter into this Agreement.
NOW, THEREFORE, Lin and Merrimac hereby agree as follows:
1. In consideration of the payments set forth herein, Lin does irrevocably
and unconditionally release and forever discharge Merrimac from and against any
and all claims, demands, causes of action, suits, judgments, liabilities,
damages, costs and expenses, of any kind or nature whatsoever, disputed or
undisputed, known or unknown, in law or in equity, which Lin ever had, now has,
or hereafter can, shall or may have against Merrimac from the beginning of the
world to the date of execution of this Agreement, including but not limited to:
(a) any and all claims arising out of Lin's employment with Merrimac or the
termination thereof; any and all claims under Title VII of the Civil Rights Act
of 1964, as amended, the Civil Rights Act of 1866, the Age Discrimination in
Employment Act of 1967, as amended, the New Jersey Law Against Discrimination,
as amended, the Employee Retirement Income Security Act of 1974, as amended, the
Americans With Disabilities Act of 1990, and the Conscientious Employee
Protection Act;
(b) any and all claims of wrongful discharge, intentional or negligent
infliction of emotional distress, misrepresentation, defamation, breach of
contract or implied contract, or any claims arising under Merrimac's policies,
employee handbooks, insurance programs or oral or written representations; or
(c) any and all claims under any other federal, state or local
constitution, statute, rule, regulation or principle of common law. Lin
understands that he is not releasing any claims against Merrimac that may arise
after the date of execution of this Agreement.
2. Merrimac agrees to provide certain payments and benefits to Lin (less
applicable federal and state taxes) as follows:
a) Severance payments in the sum of $13,750.00 per month for six (6) months
(the "Severance Period") or a total sum of $ 82,500.00. The Severance Period
shall commence after the expiration of the seven (7) day revocation period set
forth in Paragraph 18 hereof.
b) Payment in the sum of $ 6,346.15 for accrued but unused vacation time of
two (2) weeks.
c) Merrimac group medical and dental benefits during the six (6) month
Severance Period. Except for vacation pay, Lin acknowledges that he is receiving
the aforesaid payments and benefits under this Agreement that he would not
otherwise have been entitled but for the execution of this Agreement. Lin
further acknowledges that no other wages, compensation, bonus, incentive,
payments, monies or other benefits are due him.
3. Lin understands and agrees that no payment shall be made under this
Agreement until seven (7) days after Merrimac has received this document fully
executed by Lin.
4. Lin hereby resigns as an officer and director of Merrimac, as
applicable. Lin shall execute and submit formal resignations as may be requested
by Merrimac.
-1-
{PAGE}
5. (a) In exchange for the consideration provided to Lin under this
Agreement, Lin shall also provide up to ten (10) hours per month of advisory and
consulting services to Merrimac during the Severance Period as may be requested
from time to time in the sole discretion of the Chief Executive Officer of
Merrimac or his designee. No additional compensation or fees will be paid to Lin
for such services, except for reasonable and actual out-of-pocket business
expenses upon presentation of appropriate receipts and which have been
authorized in advance by Merrimac. Lin shall fully cooperate with Merrimac in
providing such services from time to time during the Severance Period.
(b) Lin shall provide such services in the New Jersey area or at such other
location as may be mutually agreed upon by Lin and the Chief Executive Officer
of Merrimac or his designee.
(c) Nothing contained in this Agreement shall constitute an employment
agreement and Lin shall not be considered an employee nor entitled to
participate in any benefits, plans or programs maintained for employees of
Merrimac. Lin shall provide such consulting services as an independent
contractor and shall have no power to bind Merrimac or assume or create any
obligation or responsibility on behalf of Merrimac.
6. Lin understands and agrees that neither this Agreement nor the execution
thereof nor the payment of any monies hereunder shall constitute an admission of
any liability or violation of any law, contract provision, rule or regulation,
as to which Merrimac expressly denies any such liability or violation.
109218
|
Merrimac
As referenced in this Separation Agreement and General Release:
MERRIMAC INDUSTRIES INC –
MERRIMAC INDUSTRIES INC
_____________
Merrimac
Industries, Inc. – DESCRIPTION}SEPARATION AGREEMENT
SEPARATION AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter "Agreement") is
made and entered into this 16th day of December, 1998, by and between Merrimac
Industries, Inc. , and its affiliated, subsidiary and related entities, and their
present and former officers, directors, employees, trustees, agents, attorneys,
successors and assigns (hereinafter "Merrimac"), and Jacob Lin (hereinafter
"Lin").
WHEREAS,
_____________
MERRIMAC INDUSTRIES, INC. – GENERAL RELEASE, FULLY UNDERSTANDS IT, AND
VOLUNTARILY AND KNOWINGLY AGREES TO ITS TERMS.
Witness: /s/ Olivia McKay /s/ Jacob Lin
----------------- ---------------
(Olivia McKay) (Jacob Lin)
Date of Execution: December 23,1998
MERRIMAC INDUSTRIES, INC. :
Witness:___________________________ By: /s/ Rey Green
--------------------------
(Reynold K. Green)
Date of Execution: December 23, 1998
-4-
_____________
dt 1851973
;
| Jacob Lin
|
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Full Doc
| 2000 |
Noncompetition Agreement
Noncompetition Agreement (15K)
Doc #112800: Click preview link for longer preview.
NONCOMPETITION AGREEMENT
This NON-COMPETITION AGREEMENT (the "Agreement") is made this 27th day of
May, 1998, by and between PHARSIGHT CORPORATION, a California corporation
("Pharsight"), and Joseph S.Gauthier ("Gauthier").
RECITALS
Gauthier is a substantial shareholder of MITCHELL AND GAUTHIER ASSOCIATES,
INC., a Delaware corporation ("the Company"). Pharsight, the Company, Edward E.
L. Mitchell and Gauthier have entered into an Asset Purchase Agreement dated as
of even date hereof (the "Acquisition Agreement") providing for the acquisition
(the "Acquisition") by Pharsight of certain of the assets of the Company (the
"Acquired Assets"), and the assumption of specified liabilities of the Company.
In connection therewith, Gauthier has agreed not to compete with Pharsight in
the manner and to the extent herein set forth. Gauthier is entering into this
Agreement as an inducement to Pharsight to execute the Acquisition Agreement and
consummate the Acquisition, with all of the attendant financial benefits to
Gauthier as a shareholder of the Company, and for the other consideration set
forth herein.
AGREEMENT
In consideration of the mutual covenants herein contemplated and intending
to be legally bound hereby, Pharsight and Gauthier agree as follows:
1. Acknowledgements by Gauthier. Gauthier acknowledges that by virtue of
his position with the Company he has developed considerable expertise in the
business operations of the Company and has had access to extensive confidential
information with respect to the Company. Gauthier recognizes that Pharsight
would be irreparably damaged, and its substantial investment in the Acquired
Assets materially impaired, if Gauthier were to enter into an activity competing
with Pharsight's business in violation of the terms of this Agreement or if
Gauthier were to disclose or make unauthorized use of any confidential
information concerning the Acquired Assets or the business of the Company
conducted with the Acquired Assets. Accordingly, Gauthier expressly acknowledges
that he is voluntarily entering into this Agreement and that the terms and
conditions of this Agreement are fair and reasonable to Gauthier in all
respects.
2. Confidentiality. Gauthier hereby agrees that, for a period of ten (10)
years from the date hereof, he will hold in confidence and not disclose to any
third party without the prior written consent of Pharsight, any material or
other information that contains trade secrets or information that has otherwise
been treated as confidential by the Company and related to the Acquired Assets
or treated as confidential by Pharsight (the "Confidential Information").
Gauthier further agrees that during this period of time, without the prior
written consent of Pharsight, he will not: (a) transfer the Confidential
Information to any third party; (b) use the Confidential Information for any
purpose other than the benefit of the Company or Pharsight; or
112800
|
Pharsight
As referenced in this Noncompetition Agreement:
PHARSIGHT CORP –
PHARSIGHT CORP
_____________
dt 1852239
;
Cooley Godward
As referenced in this Noncompetition Agreement:
Cooley Godward – Palo Alto, CA 94306
Attention: Arthur H. Reidel, President
Facsimile: (650) 462-5610
Copy to:
Cooley Godward LLP
5 Palo Alto Square
Palo Alto, California 94306
Attention: Andrei M. Manoliu, Esq.
dt 34873
;
| Joseph S. Gauthier
|
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| 2000 |
Noncompetition Agreement
Noncompetition Agreement (15K)
Doc #112819: Click preview link for longer preview.
NONCOMPETITION AGREEMENT
This Noncompetition Agreement ("Agreement") is entered into as of this
9th day of March, 2000, by and among AssetControl.com, LLC, a Delaware limited
liability company ("Company"), Textron Financial Corporation, a Delaware
corporation ("TFC"), Entrade Inc., a Pennsylvania corporation ("Entrade"), and
ATM Service, Ltd., a New York corporation ("ATM" and together with TFC and
Entrade are sometimes referred to as the "Members" and individually as a
"Member") who agree as follows:
1. Introduction. Contemporaneously with the execution and delivery of
this Agreement, each Member has entered into a Contribution Agreement between
Company and such Member (the "Contribution Agreement") pursuant to which such
Member has contributed certain assets of Member to Company for a membership
interest in Company on the terms and conditions set forth therein. Member is a
member of Company, whose agreement not to compete with Company and its
subsidiaries (the "Protected Group") is essential to the Protected Group's
ability to succeed. As a condition to Company's agreement to perform its
obligations under the Contribution Agreement, the Company has required that
Member enter into this Agreement for the benefit of the Protected Group.
2. Agreements. For $100 in hand paid to each Member and as inducement
for Company to enter into and perform its obligations under the Contribution
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Member agrees that so long as
such Member is a Member of the Company and for a period of two years thereafter
(except in the event that the Company is dissolved sooner), no Member nor any of
such Member's Affiliates (as defined below) shall, directly or indirectly, for
its own account or for the account of others, as a shareholder, member, owner,
partner, promoter, consultant, manager, advisor or otherwise:
(a) individually engage in, or participate (i) in the case of ATM
or Entrade, with any North American bank, national financial
institution or Fortune 500 industrial company, or (ii) in the
case of TFC, with any company providing asset disposition
services, in the promotion, formation, advancement, financing,
ownership, management, or provision of services for, any
business or other related enterprise, which, as its primary
business, provides asset disposition services in North America
for surplus machinery and equipment and excess inventories in
a manner and form that competes directly with the Protected
Group (as defined below); provided, however, that any Member
is expressly permitted to hold up to a twenty-six percent
(26%) passive ownership interest in any such business; and,
provided further, that (i) nothing in this Section 2(a) shall
limit the right of any party to engage or participate in other
Internet-based enterprises, including, without limitation,
Internet-based asset disposition businesses, that do not
compete directly with the Protected Group, and (ii) the
pursuit of such engagement or participation shall in no event
be deemed to be wrongful or improper or a breach of the
pursuing Member's fiduciary obligation to present
opportunities to the Company.
112819
|
Entrade
As referenced in this Noncompetition Agreement:
ENTRADE INC –
ENTRADE INC
_____________
Entrade Inc. – is entered into as of this
9th day of March, 2000, by and among AssetControl.com, LLC, a Delaware limited
liability company ("Company"), Textron Financial Corporation, a Delaware
corporation ("TFC"), Entrade Inc. , a Pennsylvania corporation ("Entrade"), and
ATM Service, Ltd., a New York corporation ("ATM" and together with TFC and
Entrade are sometimes referred to as the "Members" and individually as
_____________
Entrade Inc. – LLC
40 Westminster Street
Providence, RI 02903
Attn: General Manager
(b) If to TFC: Textron Financial Corporation
40 Westminster Street
Providence, RI 02903
Attn: General Counsel
(c) If to Entrade: Entrade Inc.
500 Central Avenue
Northfield, IL 60093
Attn: General Counsel
(d) If to ATM: ATM Service, Ltd.
220 White Plains Road
Tarrytown, New York 10591
Attn: General Counsel
13. Assignment.
_____________
ENTRADE INC. – together constitute one and the
same instrument.
EXECUTED as of the date first written above.
TEXTRON FINANCIAL CORPORATION
By:________________________________
Its:_______________________________
ASSETCONTROL.COM, LLC
By:________________________________
Its:_______________________________
ENTRADE INC.
By:________________________________
Its:_______________________________
ATM SERVICE, LTD.
By:________________________________
Its:_______________________________
_____________
dt 1849293
;
 Textron
As referenced in this Noncompetition Agreement:
Textron Financial Corp – is entered into as of this
9th day of March, 2000, by and among AssetControl.com, LLC, a Delaware limited
liability company ("Company"), Textron Financial Corp oration, a Delaware
corporation ("TFC"), Entrade Inc., a Pennsylvania corporation ("Entrade"), and
ATM Service, Ltd., a New York corporation ("ATM" and together with
_____________
Textron Financial Corp – effective upon receipt.
(a) If to Company: AssetControl.com, LLC
40 Westminster Street
Providence, RI 02903
Attn: General Manager
(b) If to TFC: Textron Financial Corp oration
40 Westminster Street
Providence, RI 02903
Attn: General Counsel
(c) If to Entrade: Entrade Inc.
500 Central Avenue
Northfield, IL 60093
Attn:
_____________
TEXTRON FINANCIAL CORP – an original, but all such counterparts shall together constitute one and the
same instrument.
{PAGE}
EXECUTED as of the date first written above.
TEXTRON FINANCIAL CORP ORATION
By:________________________________
Its:_______________________________
ASSETCONTROL.COM, LLC
By:________________________________
Its:_______________________________
ENTRADE INC.
By:________________________________
Its:_______________________________
ATM SERVICE, LTD.
By:________________________________
_____________
dt 107259
;
| AssetControl.com, LLC
|
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| 2000 |
Employment and Non-Compete Agreement
Employment and Non-Compete Agreement (14K)
Doc #112870: Click preview link for longer preview.
EMPLOYMENT AND NON-COMPETE AGREEMENT
This Agreement is made as of September 1, 1999, between ZMAX
CORPORATION, a Delaware corporation (the "Company"), and Michael C. Higgins
("Employee"). The Company and Employee agree as follows:
1. Employment. The Company agrees to employ Employee in the
respective positions set forth herein and Employee accepts such employment by
the Company upon the terms and conditions set forth in this Agreement, for the
period beginning on the date of this Agreement and ending upon termination
pursuant to paragraph 4 (the "Employment Period"). This Agreement supercedes and
replaces all other employment agreements which may presently exist between the
Company and Employee.
2. Compensation and Benefits. In consideration for the valuable
services to be rendered by Employee and for Employee's agreement not to compete
against the Company or its subsidiaries as described in paragraph 5, the Company
hereby agrees that during the period of September 1, 1999 through September 1,
2003, the Company will pay Employee a bi-monthly gross salary at the annual rate
of at least $225,000 per annum (the "Base Salary"). Employee's Base Salary may
be adjusted upward annually each year beginning in January 2000 based on an
annual performance salary review as determined in the reasonable discretion of
the Company. Employee also shall be entitled to (1) an automobile expense
reimbursed to Employee for personal automobile use incurred in Company business;
(2) reimbursement for actual business expenses which have been incurred for the
benefit of the Company; (3) comparable combined paid vacation/sick leave and
medical and other benefits consistent with the Company's existing policies with
respect to key executives of the Company, as such policies may be amended from
time to time in the future; and (4) bonus compensation in the amount of up to
100% of his annual gross salary payable to him annually as provided in Exhibit
"A" hereto. Employee shall also be entitled to receive the stock options from
the Company as provided in Exhibit "B" hereto.
3. Services. During the Employment Period, Employee agrees to
devote Employee's best efforts and substantially all of Employee's business time
and attention to the business affairs of the Company, as its President and Chief
Executive Officer with duties similar to Employee's duties prior to the date of
this Agreement, as well as such other duties consistent with such position as
determined by the Board of Directors of the Company (except for reasonable
vacation periods subject to the reasonable approval of the Company or reasonable
periods of illness or other incapacity). During the Employment Period, Employee
agrees to render such services as the Company may from time to time direct.
During the Employment Period, Employee agrees that Employee will not, except
with the prior written consent of the Company, become engaged in or render
services for any business other than the business of the Company. The Company
agrees that during the Employment Period, Employee shall not be required to
relocate from his current residence.
4. Termination. The Employment Period will continue from the date
of this Agreement unless terminated earlier by (a) Employee's death or permanent
disability which renders
112870
|
WidePoint
As referenced in this Employment and Non-Compete Agreement:
WIDEPOINT CORP –
WIDEPOINT CORP
_____________
dt 1851909
;
| Michael C. Higgins
|
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| 2000 |
Employment and Non-Compete Agreement
Employment and Non-Compete Agreement (14K)
Doc #112871: Click preview link for longer preview.
EMPLOYMENT AND NON-COMPETE AGREEMENT
This Agreement is made as of September 1, 1999, between ZMAX
CORPORATION, a Delaware corporation (the "Company"), and James T. McCubbin
("Employee"). The Company and Employee agree as follows:
1. Employment. The Company agrees to employ Employee in the
respective positions set forth herein and Employee accepts such employment by
the Company upon the terms and conditions set forth in this Agreement, for the
period beginning on the date of this Agreement and ending upon termination
pursuant to paragraph 4 (the "Employment Period"). This Agreement supercedes and
replaces all other employment agreements which may presently exist between the
Company and Employee.
2. Compensation and Benefits. In consideration for the valuable
services to be rendered by Employee and for Employee's agreement not to compete
against the Company or its subsidiaries as described in paragraph 5, the Company
hereby agrees that during the period of September 1, 1999 through September 1,
2003, the Company will pay Employee a bi-monthly gross salary at the annual rate
of at least $140,000 per annum (the "Base Salary"). Employee's Base Salary may
be adjusted upward annually each year beginning in January 2000 based on an
annual performance salary review as determined in the reasonable discretion of
the Company. Employee also shall be entitled to (1) an automobile expense
reimbursed to Employee for personal automobile use incurred in Company business;
(2) reimbursement for actual business expenses which have been incurred for the
benefit of the Company; (3) comparable combined paid vacation/sick leave and
medical and other benefits consistent with the Company's existing policies with
respect to key executives of the Company, as such policies may be amended from
time to time in the future; and (4) bonus compensation in the amount of up to
100% of his annual gross salary payable to him annually as provided in Exhibit
"A" hereto. Employee shall also be entitled to receive the stock options from
the Company as provided in Exhibit "B" hereto.
3. Services. During the Employment Period, Employee agrees to
devote Employee's best efforts and substantially all of Employee's business time
and attention to the business affairs of the Company, as its Vice President and
Chief Financial Officer with duties similar to Employee's duties prior to the
date of this Agreement, as well as such other duties consistent with such
position as determined by the Board of Directors of the Company (except for
reasonable vacation periods subject to the reasonable approval of the Company or
reasonable periods of illness or other incapacity). During the Employment
Period, Employee agrees to render such services as the Company may from time to
time direct. During the Employment Period, Employee agrees that Employee will
not, except with the prior written consent of the Company, become engaged in or
render services for any business other than the business of the Company. The
Company agrees that during the Employment Period, Employee shall not be required
to relocate from his current residence.
4. Termination. The Employment Period will continue from the date
of this Agreement unless terminated earlier by (a) Employee's death or permanent
disability which renders
112871
|
WidePoint
As referenced in this Employment and Non-Compete Agreement:
WIDEPOINT CORP –
WIDEPOINT CORP
_____________
dt 1851911
;
James T. McCubbin;
| ZMAX Corp.
|
Preview
Full Doc
| 2003 |
Settlement Agreement and Mutual Release
Settlement Agreement and Mutual Release (31K)
Doc #113006: Click preview link for longer preview.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Settlement Agreement"),
is entered into this 16th day of April, 2003 by and between Voxware, Inc.
("Voxware"), a Delaware corporation having offices at 168 Franklin Corner Road,
Lawrenceville, New Jersey 08648, and Castle Creek Technology Partners, LLC
("Castle Creek"), having offices at 111 West Jackson Boulevard, Chicago,
Illinois 60604. Voxware and Castle Creek are referred to herein each,
individually, as a "Party" and collectively, as the "Parties".
W I T N E S S E T H:
WHEREAS, on August 15, 2000, Voxware issued and sold to Castle Creek 4,000
shares of Series A Convertible Preferred Stock, par value $0.001 per share
("Series A Stock"); and
WHEREAS, on August 29, 2001, Voxware issued to Castle Creek 3,365 shares of
Series B Convertible Preferred Stock, par value $0.001 per share ("Series B
Stock"), in exchange for all of the issued and outstanding Series A Stock held
by Castle Creek pursuant to the terms of an Exchange Agreement dated as of
August 29, 2001 between Voxware and Castle Creek (the "Exchange Agreement"); and
WHEREAS, the Company was required to redeem the Series B Stock on February
10, 2003 for an amount equal to $1,000 per share plus any accrued and unpaid
dividends; and
WHEREAS, Voxware believes that, as a result of its current financial
condition, funds are not legally available for the redemption of the Series B
Stock; and
WHEREAS, on February 13, 2003, Castle Creek filed a civil action against
Voxware in the United States District Court for the District of Delaware, Civil
Action No. 03-196 (the "Litigation") with respect to Voxware's failure to redeem
the Series B Stock; and
{PAGE}
WHEREAS, the Parties agree that they are entering into this Settlement
Agreement solely for the purposes of settling all disagreements between them and
to avoid further costs and liabilities with respect to these disagreements. This
Settlement Agreement is the product of informed negotiations and compromises of
previously stated legal positions.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties do stipulate and agree
as follows:
1. Settlement of the Litigation: In full and final settlement of the
Litigation, the following transactions will have occurred for the benefit of
Castle Creek:
a. Voxware shall have consummated a financing (the "Financing")
through the sale of its Series D Convertible Preferred Stock, par value $0.001
per share ("Series D Stock") substantially on the terms set forth in the Series
D Convertible Preferred Stock Purchase Agreement dated as of April 16, 2003 (the
"Series D Purchase Agreement") between Voxware and the Purchaser listed therein,
which agreement is attached hereto as Exhibit A; and
b. Castle Creek and Voxware shall have amended the Exchange
Agreement to limit conversions of Series B Stock so that the aggregate number of
shares of Common Stock, par value $0.001 per share ("Common Stock"), issued upon
such conversions does not exceed an aggregate of 17,250,000, which conversions
shall be subject in all events to the rights, preferences, privileges and other
terms of the Series B Stock as stated in Voxware's Amended and Restated
Certificate of Incorporation, the form of which is attached hereto as Exhibit B
(the "Amended and Restated Charter").
c. Castle Creek shall have received the payments contemplated by
Section 1.1 of the Exchange Agreement dated as of April 16, 2003 between Castle
Creek and Voxware.
113006
|
Voxware
As referenced in this Settlement Agreement and Mutual Release:
VOXWARE INC –
VOXWARE INC
_____________
Voxware, Inc. – 10.5
EXECUTION COPY
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Settlement Agreement"),
is entered into this 16th day of April, 2003 by and between Voxware, Inc.
("Voxware"), a Delaware corporation having offices at 168 Franklin Corner Road,
Lawrenceville, New Jersey 08648, and Castle Creek Technology Partners, LLC
("Castle Creek"), having offices at 111 West Jackson
_____________
Voxware, Inc. – C}
If to Voxware: Nicholas Narlis, with a copy to: Hale and Dorr LLP
Senior Vice President and Chief 650 College Road East
Financial Officer Princeton, NJ 08540
Voxware, Inc. Attn: William J. Thomas, Esq.
168 Franklin Corner Road
Lawrenceville, NJ 08648
If to Castle Creek: Thomas A. Frei with a copy to: Richard M. Beck, Esquire
Castle Creek
_____________
VOXWARE, INC. – page follows]
14
EXECUTION COPY
IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement
to be duly executed under seal as of and on the date written below.
VOXWARE, INC.
By: /s/ Nicholas Narlis
----------------------------------
Date: 4/17/03 Name: Nicholas Narlis
----------------------------- --------------------------------
Title: Senior Vice President and CEO
-------------------------------
CASTLE CREEK TECHNOLOGY PARTNERS, LLC
By: /s/ Thomas A. Frei
----------------------------------
Date: 4/
_____________
Voxware, Inc. – New Jersey
County of Mercer
Before me, a notary public, personally appeared Nicholas Narlis, who, being
duly sworn, stated that he has executed the foregoing Settlement Agreement, on
behalf of Voxware, Inc. and is duly authorized to do so.
Witness my hand and notarial seal this 17/th/ day of April, 2003.
/s/ Janet Hoffner
-----------------------
Notary Public
My Commission expires: May
_____________
dt 1851713
;
Hale and Dorr
As referenced in this Settlement Agreement and Mutual Release:
Hale and Dorr – Parties:
{TABLE}
{S} {C} {C} {C}
If to Voxware: Nicholas Narlis, with a copy to: Hale and Dorr LLP
Senior Vice President and Chief 650 College Road East
Financial Officer Princeton, NJ
dt 37092
;
| Castle Creek Technology Partners, LLC
|
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| 2003 |
Escrow Agreement
Escrow Agreement (43K)
Doc #113111: Click preview link for longer preview.
ESCROW AGREEMENT
ESCROW, AGREEMENT, dated as of April 1, 2003, between FIND/SVP, Inc., a
New York corporation ("FIND"); Jay L. Friedland ("FRIEDLAND"); Robert La Terra
("LA TERRA"); Morris Whitcup ("WHITCUP"); and Kane Kessler, P.C., as escrow
agent (the "ESCROW AGENT"). Each of Friedland, La Terra and Whitcup may be
individually referred to herein as a "STOCKHOLDER" and, collectively, as the
"STOCKHOLDERS".
WHEREAS, pursuant to a Stock Purchase Agreement dated as of April 1, 2003,
among FIND, Guideline Research Corp., La Terra and Friedland, a copy of which is
annexed hereto as EXHIBIT 1 (the "PURCHASE Agreement"), FIND purchased all of
the issued and outstanding shares of capital stock of Guideline Research Corp.;
and
WHEREAS, pursuant to the Purchase Agreement, FIND will deposit on the date
hereof a number of shares of the common stock of FIND, par value $0.0001 per
share ("FIND COMMON STOCK"), with the Escrow Agent in order to provide security
for indemnity payments, if any, obligated to be made to FIND and each of their
officers, directors, employees, and agents (together, the "INDEMNIFIED PARTIES")
as and to the extent provided in Section 7.3 of the Purchase Agreement (a "FIND
INDEMNITY CLAIM"); and
WHEREAS, Whitcup acknowledges that the Escrow Shares issued in his name at
the request of Friedland and La Terra are being delivered on the date hereof to
Escrow Agent in order to provide security for indemnity claims against Friedland
and La Terra pursuant to the terms and conditions of the Purchase Agreement; and
WHEREAS, FIND and the Stockholders wish to appoint the Escrow Agent to
serve as the escrow agent hereunder, and the Escrow Agent is willing to do so
upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, FIND, the Stockholders and the Escrow Agent hereby agree
as follows:
ARTICLE I
APPOINTMENT OF ESCROW AGENT; DEPOSIT OF ESCROW SHARES
1.1 APPOINTMENT OF THE ESCROW AGENT: DEPOSIT OF ESCROW SHARES. The
Stockholders and FIND hereby constitute and appoint the Escrow Agent as, and the
Escrow Agent hereby agrees to assume and perform the duties of, the escrow agent
under and pursuant to this Agreement. The Escrow Agent acknowledges receipt of
an executed copy of the Purchase Agreement. Simultaneously with the execution of
this Agreement, FIND has deposited with the Escrow Agent certificates evidencing
an aggregate number of 295,043 shares of FIND Common Stock (the "ESCROW
SHARES"). Such certificates have been issued in the names of the Stockholders
and in the number of shares indicated for each Stockholder as set forth on
SCHEDULE A hereto and represent issued and outstanding stock on the balance
sheet of FIND. The Stockholders have each tendered with the Escrow Shares five
(5) duly executed blank stock
113111
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FIND/SVP
As referenced in this Escrow Agreement:
FIND/SVP, Inc. –
EX-10.2
4
EXHIBIT 10.2
ESCROW AGREEMENT
ESCROW, AGREEMENT, dated as of April 1, 2003, between FIND/SVP, Inc. , a
New York corporation ("FIND"); Jay L. Friedland ("FRIEDLAND"); Robert La Terra
("LA TERRA"); Morris Whitcup ("WHITCUP"); and Kane Kessler, P.C., as escrow
agent (the "ESCROW AGENT"). Each
_____________
FIND/SVP, INC. – confirmed receipt if mailed
contemporaneously by first class mail, postage prepaid, or (iii) by recognized
overnight courier, to the parties at the following addresses or facsimile
numbers:
If to FIND:
FIND/SVP, INC.
625 Avenue of the Americas
New York, New York 10011
Attention: Chief Executive Officer
Telephone: (212) 645-4500
Facsimile: (212) 255-7632
With a copy to:
Kane Kessler, P.
_____________
FIND/SVP, INC. – one and the same
instrument.
(SIGNATURE PAGE FOLLOWS)
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
FIND/SVP, INC.
By: /s/ David Walke
--------------------------------
Name: David Walke
Title: Chief Executive Officer
/s/ Jay L. Friedland
------------------------------------
Jay L. Friedland
Address: 425 East 58th Street
New York, New York 10022
Facsimile:
/
_____________
dt 1851800
;
| Find/SVP Inc. [Jay L. Friedland]
|
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Separation Agreement and Release
Separation Agreement and Release (11K)
Doc #113184: Click preview link for longer preview.
Re: SEPARATION AGREEMENT AND RELEASE
--------------------------------
Dear Mr. Scott:
This letter, upon your signature, will constitute the agreement between
you and Digital Lightwave, Inc. ("Digital") on the terms of your separation from
employment with Digital.
1. Wednesday, February 19, 2003, will be your last day of work. Your
employment terminates effective February 19, 2003 (the "separation date"). After
that date, you therefore will no longer represent to anyone that you are still
an employee of Digital and you will not say or do anything purporting to bind
Digital or any of its affiliates.
2. You will be paid your earned salary, accrued vacation pay, and all
other amounts Digital owed to you through February 19, 2003.
3. You are eligible to continue your health benefits under the Digital
Lightwave plans for a period of three (3) months.
4. You may be entitled to benefits under the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA"). If you elect such coverage, you
shall be responsible for the cost of said coverage.
5. You have returned or will immediately return to Digital any building
key(s), security pass, or other access or identification cards (including
business cards) and any Digital property that is currently in your possession,
including any credit cards, computer equipment, mobile phones, documents, and
any information you have about Digital's practices, procedures, trade secrets,
customer lists, or product marketing. You will continue to comply with Digital's
Proprietary Information and Inventions Agreement. By no later than February 28,
2003, you will also clear all expense accounts.
6. You may exercise any vested stock options pursuant to the applicable
Digital Stock Option Plan under which they were granted. Options granted
pursuant to the 1996 Digital Stock Option Plan must be exercised within thirty
(30) days of May 19, 2003, options granted pursuant to the 2001 Digital Stock
Option Plan must be exercised within ninety (90) days of May 19, 2003. Failure
to timely exercise will result in the expiration of any such options.
113184
|
DLI
As referenced in this Separation Agreement and Release:
DIGITAL LIGHTWAVE INC –
DIGITAL LIGHTWAVE INC
_____________
Digital Lightwave, Inc – TYPE}EX-10.36
3
February 19, 2003
Re: SEPARATION AGREEMENT AND RELEASE
--------------------------------
Dear Mr. Scott:
This letter, upon your signature, will constitute the agreement between
you and Digital Lightwave, Inc . ("Digital") on the terms of your separation from
employment with Digital.
1. Wednesday, February 19, 2003, will be your last day of work. Your
employment terminates effective February 19,
_____________
dt 1848822
;
| Mark Scott
|
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| 2003 |
Settlement Agreement and Release
Settlement Agreement and Release (15K)
Doc #113185: Click preview link for longer preview.
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made as of the
3rd day of January, 2003, by and between Glenn Dunlap ("Dunlap") and Digital
Lightwave, Inc. ("Digital") (collectively, the "Parties").
1. This Agreement is based on the premises and mutual promises
contained herein. This Agreement is the entire Agreement of the parties
pertaining to its subject matter and supersedes any prior or contemporaneous
negotiations or agreements between the parties, whether written or oral. Each of
the Parties acknowledges representation by counsel throughout all negotiations
which preceded the execution of this Agreement. Each of the Parties acknowledges
that it has not relied on any promise, representation or warranty, expressed or
implied, not contained in this Agreement
2. On or about February 22, 2001, the Parties entered into a written
employment agreement. On July 27, 2001, the parties entered into a written
addendum to the February 22, 2001 Employment Agreement. On October 2, 2001, the
parties entered a second written addendum to the February 22, 2001 Employment
Agreement. Collectively, these documents shall be referred to hereinafter as
"the Employment Agreement."
3. On or about January 17, 2003, the Parties mutually agreed to and did
terminate the Employment Agreement.
4. The Parties mutually desire to reach a full and final settlement and
resolution of all past, present and future claims, controversies and disputes
that Dunlap has or may have against Digital related in any way to his employment
with Digital, including but not limited to any claims he may have regarding the
Employment Agreement.
5. This Agreement is entered into in connection with the compromise of
all claims between the parties. Neither this Agreement itself nor any acts taken
in connection with it will constitute an admission by either party or any
liability, nor will it constitute or be construed as an admission of any
violation of law or wrongdoing whatsoever.
6. In consideration of this Agreement, the Parties agree as follows:
Digital agrees to pay Dunlap the sum of $20,000 (Twenty Thousand Dollar and No
Cents) (the "Payment") at a rate $3,333.00 (Three Thousand Three Hundred
Thirty-Three Dollars and No Cents) per month until paid in full. This payment
shall be in lieu of any obligation under the Employment Agreement by Digital for
outplacement services.
7. The Parties agree that all tax obligations, if any, which may arise
from the Payment set forth above shall be the sole obligation of Dunlap.
8. This Agreement shall be enforced and interpreted in accordance with
the laws of the State of Florida, without regard to rules for choice of law or
conflicts of law.
113185
|
DLI
As referenced in this Settlement Agreement and Release:
DIGITAL LIGHTWAVE INC –
DIGITAL LIGHTWAVE INC
_____________
Digital
Lightwave, Inc – SEQUENCE}4
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made as of the
3rd day of January, 2003, by and between Glenn Dunlap ("Dunlap") and Digital
Lightwave, Inc . ("Digital") (collectively, the "Parties").
1. This Agreement is based on the premises and mutual promises
contained herein. This Agreement is the entire Agreement of the parties
pertaining to its
_____________
Digital Lightwave, Inc – provisions of this
Agreement and agree to be bound thereby.
WHEREFORE, the Parties make this Agreement as of the date set forth
above.
------------------------------
Glenn Dunlap
-------------------------------
James R. Green
President & CEO,
Digital Lightwave, Inc .
DIGITAL LIGHTWAVE, INC.
EXECUTIVE CONSULTING AGREEMENT
This Executive Consulting Agreement (the "Agreement") is entered into
by and between Digital Lightwave, Inc. (the "Company") and Glenn Dunlap
("Consultant").
1. CONSULTING
_____________
DIGITAL LIGHTWAVE, INC – Agreement and agree to be bound thereby.
WHEREFORE, the Parties make this Agreement as of the date set forth
above.
------------------------------
Glenn Dunlap
-------------------------------
James R. Green
President & CEO,
Digital Lightwave, Inc.
DIGITAL LIGHTWAVE, INC .
EXECUTIVE CONSULTING AGREEMENT
This Executive Consulting Agreement (the "Agreement") is entered into
by and between Digital Lightwave, Inc. (the "Company") and Glenn Dunlap
("Consultant").
1. CONSULTING RELATIONSHIP. For the
_____________
Digital Lightwave, Inc – forth
above.
------------------------------
Glenn Dunlap
-------------------------------
James R. Green
President & CEO,
Digital Lightwave, Inc.
DIGITAL LIGHTWAVE, INC.
EXECUTIVE CONSULTING AGREEMENT
This Executive Consulting Agreement (the "Agreement") is entered into
by and between Digital Lightwave, Inc . (the "Company") and Glenn Dunlap
("Consultant").
1. CONSULTING RELATIONSHIP. For the duration of this Agreement,
Consultant will provide consulting services (the "Services") to the Company.
Consultant shall use Consultant'
_____________
dt 1848824
;
| Glenn Dunlap
|
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| 2003 |
Indemnification Agreement
Indemnification Agreement (29K)
Doc #113194: Click preview link for longer preview.
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and
entered into effective as of the 1st day of August, 2002 by and between CHART
INDUSTRIES, INC., a Delaware corporation (the "Corporation"), and ______________
("Indemnitee"), a Director and/or Officer of the Corporation.
WHEREAS, it is essential to the Corporation to retain and attract
as Directors and/or Officers the most capable persons available such as
Indemnitee; and
WHEREAS, the prevalence of corporate litigation subjects
directors and officers to expensive litigation risks and it is the policy of the
Corporation to indemnify its Directors and/or Officers so as to provide them
with the maximum possible protection permitted by law; and
WHEREAS, in addition, because the statutory indemnification
provisions of the Delaware General Corporation Law (the "DGCL") expressly
provide that such statutory indemnification provisions are non-exclusive, it is
the policy of the Corporation to indemnify its Directors and Officers who, on
behalf of the Corporation, have entered into settlements of derivative suits
provided they have not breached the applicable statutory standard of conduct;
and
WHEREAS, Indemnitee does not regard the protection available
under the Corporation's Certificate of Incorporation (the "Certificate"),
By-laws (the "By-laws"), and insurance, if any, as adequate in the present
circumstances, and considers it necessary and desirable to his or her service as
a Director and/or Officer to have adequate protection, and the Corporation
desires to provide such protection to induce Indemnitee to serve in such
capacity; and
WHEREAS, the DGCL provides that indemnification of directors and
officers of a corporation may be authorized by agreement, and thereby
contemplates that contracts of this nature may be entered into between the
Corporation and Indemnitee.
NOW, THEREFORE, for good and valuable consideration, the adequacy
of which is hereby acknowledged, the Corporation and Indemnitee do hereby agree
as follows:
1. Agreement to Serve. Indemnitee agrees to serve or continue
to serve as a Director and/or Officer of the Corporation for so long as he or
she is duly elected or appointed or until such time as he or she tenders his or
her resignation in writing or is otherwise terminated or properly removed from
office.
The Corporation expressly confirms and agrees that (i) it has
entered into this agreement and assumed the obligations imposed on the
Corporation hereby in order to induce Indemnitee to continue to serve as a
Director and/or Officer of the Corporation and (ii) the
113194
|
Chart Industries
As referenced in this Indemnification Agreement:
CHART INDUSTRIES INC –
CHART INDUSTRIES INC
_____________
CHART INDUSTRIES, INC. –
EX-10.1
3
EXHIBIT 10.1
CHART INDUSTRIES, INC.
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and
entered into effective as of the 1st day of August, 2002 by and between CHART
INDUSTRIES, INC., a Delaware
_____________
CHART
INDUSTRIES, INC. – EXHIBIT 10.1
CHART INDUSTRIES, INC.
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and
entered into effective as of the 1st day of August, 2002 by and between CHART
INDUSTRIES, INC. , a Delaware corporation (the "Corporation"), and ______________
("Indemnitee"), a Director and/or Officer of the Corporation.
WHEREAS, it is essential to the Corporation to retain and attract
as Directors
_____________
CHART INDUSTRIES, INC. – Follow.]
8
IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be duly executed and signed as of the day and year first above
written.
THE CORPORATION:
CHART INDUSTRIES, INC.
By:___________________________________
Arthur S. Holmes, Chairman and
Chief Executive Officer
INDEMNITEE:
______________________________________
Print Name: __________________________
9
_____________
dt 1852138
| |
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Settlement and Release Agreement
Settlement and Release Agreement (18K)
Doc #113202: Click preview link for longer preview.
SETTLEMENT AND RELEASE AGREEMENT
October 29, 2002
Dear Killko:
This Settlement and Release Agreement (the "Agreement") sets forth the terms and
conditions of our agreement regarding the termination of your employment with
First Virtual Communications, Inc. (the "Company"). Pursuant to Section 14
herein, the Agreement shall become effective on the eighth day after this
Agreement is signed by you (the "Effective Date"). You and the Company hereby
agree as follows:
1. SEPARATION DATE. Your employment as the Company's President and Chief
Executive Officer of the Company is terminated effective October 29, 2002 (the
"Separation Date"). You also agree to resign as a director of the Company and as
a director and officer of all subsidiaries of the Company for which you serve as
a director or officer, effective as of the Separation Date. You further agree to
execute any and all additional documents which may be required in connection
with such resignations.
2. ACCRUED SALARY AND VACATION. You agree and acknowledge that the Company
has paid you all accrued salary, and all accrued and unused vacation benefits
earned through the Separation Date, if any, subject to standard payroll
deductions, withholding taxes and other obligations.
3. EXPENSE REIMBURSEMENT. Within ten (10) business days of your execution
of this Agreement, you agree that you will submit your final documented expense
reimbursement statement reflecting all business expenses you incurred prior to
and including the Separation Date, if any, for which you seek reimbursement. The
Company shall reimburse your expenses pursuant to Company policy and regular
business practice.
4. SEVERANCE. You acknowledge and agree that, following the Effective
Date, in accordance with the terms of Section 4.3.3 of the Employment and
Non-Competition Agreement between you and the Company effective as of June 19,
2001 (the "Employment Agreement") and as otherwise agreed by the Company as
consideration hereof, the Company will provide you with the following: (i) your
current annual base salary of $300,000, payable in bi-weekly installments over a
12-month period, subject to standard deductions and withholdings and subject to
the offset set forth in Section 5 below; (ii) the vesting and exercisability
schedules of each of the outstanding stock options granted to you by the Company
shall be accelerated by a period of one (1) year as of the Separation Date, such
that as of the Separation Date 359,375 of your outstanding options are vested
and exercisable (the "Vested Options"); (iii) bonus continuation payments in the
aggregate amount of $37,500, payable in equal bi-weekly monthly installments
over a 12-month period, subject to standard deductions and withholdings; and
(iv) to the extent provided by the federal COBRA law and by the Company's
current group health insurance policies, you will be eligible to continue your
health insurance. Later, you may be able
113202
|
First Virtual
As referenced in this Settlement and Release Agreement:
FIRST VIRTUAL COMMUNICATIONS INC –
FIRST VIRTUAL COMMUNICATIONS INC
_____________
First Virtual Communications, Inc. – RELEASE AGREEMENT
October 29, 2002
Dear Killko:
This Settlement and Release Agreement (the "Agreement") sets forth the terms and
conditions of our agreement regarding the termination of your employment with
First Virtual Communications, Inc. (the "Company"). Pursuant to Section 14
herein, the Agreement shall become effective on the eighth day after this
Agreement is signed by you (the "Effective Date"). You and the
_____________
FIRST VIRTUAL COMMUNICATIONS, INC. – to the foregoing terms and conditions of this
Agreement by signing and returning a copy of this letter to me within twenty-one
(21) days of the date hereof.
Sincerely,
FIRST VIRTUAL COMMUNICATIONS, INC.
JONATHAN MORGAN
ACTING PRESIDENT AND CHIEF EXECUTIVE OFFICER
Attachments:
Exhibit A - Employee Proprietary Information and Inventions Agreement
HAVING READ AND REVIEWED THE FOREGOING, I HEREBY AGREE TO AND ACCEPT
_____________
dt 1852456
;
| Killko Caballero
|