AGREEMENT
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THIS AGREEMENT is entered into effective April 1, 1996 by and between
Network Six, Inc., a corporation organized under the laws of the State of Rhode
Island (the "Corporation"), and Xxxxxx X. Xxxxxxx, residing in St. Xxxxxx,
United States Virgin Islands ("Xxxxxxx")
WHEREAS, the Corporation and Xxxxxxx entered into a Deferred Compensation
Agreement effective January 1, 1994, whereby certain sums were to be paid by the
Corporation into a so-called "Rabbi Trust" for the ultimate benefit of Xxxxxxx.
At that time, Xxxxxxx Xxxxx Trust Companies became the trustee of the trust;
WHEREAS, the first Deferred Compensation Agreement of January 1, 1994 was
replaced by a Deferred Compensation Agreement effective January 1, 1995; and
WHEREAS, the Corporation and Xxxxxxx now wish to terminate the Deferred
Compensation Agreement, but to provide for the same payments called for
thereunder to be paid directly to Xxxxxxx rather than to the aforementioned
trust.
NOW, THEREFORE, the parties hereby agree as follows:
1. The Deferred Compensation Agreement dated effective January 1, 1995
between the Corporation and Xxxxxxx is hereby terminated.
2. Commencing on the last day of April, 1996 and continuing on the last
day of each subsequent month until and including December 31, 2001, the
Corporation shall pay to Xxxxxxx the sum of $5,000 per month in consideration of
the termination of the Deferred Compensation Agreement, his past service to the
Corporation and the non-competition covenant hereinafter set forth.
3. The Corporation and Xxxxxxx shall notify Xxxxxxx Xxxxx Trust Companies
of the termination of the Deferred Compensation Agreement and Xxxxxxx Xxxxx
Trust Companies shall be directed to pay over and deliver to Xxxxxxx the entire
current balance of Xxxxxxx'x "Deferred Compensation Account" in the trust to
Xxxxxxx.
4. Xxxxxxx agrees that for a period of four (4) years and six (6) months
from the date hereof he will not compete with the Corporation in the state
government human services systems integration business, so long as the
Corporation has made all payments to Xxxxxxx required by the agreement.
IN WITNESS WHEREOF, the Corporation has caused this agreement to be
executed by its duly authorized office and Xxxxxxx has hereto set his hand as of
the date first above written.
NETWORK SIX, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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/s/ R. E. Xxxxxxx
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Xxxxxx X. Xxxxxxx