Exhibit 10.23
Termination Agreement
This Termination Agreement dated May 30, 1997 (the "Termination Agreement")
hereby amends and terminates the Employment Agreement dated September 3, 1996 by
and between First Priority Group, Inc. (the "Company") and Xxxx Xxxxxx (the
"Employee").
W I T N E S S E T H
WHEREAS, the Company wishes to amend and terminate the Agreement due to the poor
performance of the FPG Direct Division of the Company;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Forecast.
The Employee hereby acknowledges that the Division has not attained for
three (3) consecutive months, at least fifty percent (50%) of the pre-tax net
income projections as set forth in the "Direct Marketing Forecast & Projections
Summary" attached to the Agreement as Exhibit 1 (the "Forecast") and has not
attained at least fifty percent (50%) of the pre-tax net income projections as
set forth in the Forecast for the aggregate period commencing in September, 1996
through the date of such termination notice.
2. Notice.
Pursuant to Paragraph 10(d) of the Agreement, the Company hereby
provides the Employee notice of termination, and the Employee hereby
acknowledges receipt of such notice. Additionally, in consideration of the
Company providing the Employee the benefits provided herein, the Employee hereby
waives the notice provision as set forth in Paragraph 10(d) of the Agreement,
and agrees that the Termination Date of the Agreement shall be May 31, 1997.
3. Termination Date.
The parties hereby agree that the Agreement and the Employee's
employment shall terminate on May 31, 1997 (the "Termination Date").
4. Base Salary.
Effective May 12, 1997 through May 31, 1997, the Base Salary of the
Employee shall be reduced to become One Thousand ($1,000) per week. Effective on
the Termination Date, all compensation, employee benefits, vacation and sick
leave payable to the Employee shall cease and terminate. Notwithstanding the
above, the Employee's health insurance shall terminate on June 30,
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1997. The Employee shall be eligible for continuing his health insurance as
permitted under COBRA.
5. Authority.
Effective immediately, the Employee shall have no authority to bind the
Company in any manner, and agrees to cease any activity that may incur
additional expenses and/or liability.
6. Survival of Agreement.
Upon the Termination Date all rights and obligations of the Company and
the Employee under the Agreement shall cease and terminate except for Paragraphs
11,12, 13 14, 20, and 21 which shall survive the termination of the Agreement.
7. Consulting Arrangement.
Effective on June 1, 1997 through August 31, 1997 (the "Consulting
Term"), the Employee shall become a consultant to the Company on a full-time
basis for the sole purpose of winding down the operations of the Division and to
complete the various programs that were committed by the Division prior to the
date hereof and mailed no later than June 30, 1997. During the Consulting Term,
the Employee shall be an independent contractor to the Company and not receive
any benefits of an employee, including but not limited to employee benefits,
health insurance, stock options, vacation or sick leave. During the Consulting
Term, the Employee shall receive a monthly fee of Five Thousand Dollars ($5,000)
payable semi-monthly as set forth in the memorandum dated May 20, 1997 appearing
as Attachment 1. During the Consulting Term, the Employee shall have the use of
his office and telephone as was available prior to the Termination Date.
Additionally, the Employee shall be reimbursed for all expenses that have been
approved by either Xxxxx Xxxxxx or Xxxxxxx Xxxxxxx. Upon the expiration of the
Consulting Term, all payments to the Employee shall cease.
The Employee shall be compensated, as mutually agreed between the
Employee and the Company, for any assistance given, sales made, brokered and/or
consummated on behalf of any division of the Company, other than FPG Direct,
during the Consulting Term.
8. Terms.
All capitalized terms used herein and not otherwise defined herein shall
have the meanings set forth in the Agreement.
9. Notices
All notices given hereunder shall be in writing and shall be deemed
effectively given when mailed, if sent by registered or certified mail, return
receipt requested, addressed to Employee at:
00 Xxxxxxxxxx Xxxxx
Xxx Xxxxx, Xxx Xxxx 00000
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addressed to the Company at:
00 Xxxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX. 11803
Attention: Xxxxx Xxxxxx
Co-Chairman of the Board
with a copy to: Xxxxx & Xxxxxx, X.X.
Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxx, Esquire
or at such address as such party shall have designated by a notice given in
accordance with this Paragraph 9, or when actually received by the party for
whom intended, if sent by any other means.
IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement as of the date written below.
FIRST PRIORITY GROUP, INC.
By: Dated:
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Title:
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Xxxx Xxxxxx
By: Dated:
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