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Exhibit 10.20
[FUISZ TECHNOLOGIES LTD LETTERHEAD]
RESIGNATION AGREEMENT
THE PARTIES to this Resignation Agreement, Fuisz Technologies Ltd.
("FTL"), and Xx. Xxxxxx Xxxxxx ("Xx. Xxxxxx") agree that the following sets
forth their complete agreement and understanding regarding the resignation of
Xx. Xxxxxx on or about December 31, 1997.
WHEREAS, the employment relationship between Xx. Xxxxxx and FTL has been
terminated by this resignation of Xx. Xxxxxx; and,
WHEREAS, Xx. Xxxxxx and FTL desire to settle fully and finally any and all
differences and issues between them which could arise out of this resignation or
otherwise;
NOW THEREFORE, Xx. Xxxxxx and FTL agree as follows:
For and in consideration of execution of the Consulting Agreement attached
hereto (the "Consulting Agreement"), Xx. Xxxxxx on his own behalf and on behalf
of his executors, agents, heirs, personal representatives, and assigns, and each
of them, hereby agrees to release and forever discharge FTL, its
representatives, agents, employees, subsidiaries, heirs, assigns, and
successors, and each of them, from any and all claims, actions, demands and
causes of action, known or unknown, in law or in equity, which have arisen or
may arise, which are based upon, or are in any way related to the hiring, the
employment or the resignation of employment of Xx. Xxxxxx by FTL. Xx. Xxxxxx
further covenants and agrees that he will not participate in, aid, institute or
maintain, or cause to be instituted or maintained, any suit in law or equity or
any other similar proceeding against FTL whether or not based directly or
indirectly upon any such claims, action, demands or causes of action. Such
causes of action include, but are not limited to, actions arising under Title
VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act,
the Americans With Disabilities Act, the Fair Labor Standards Act, the Employee
Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation
Act, the Fairfax County Human Relations Act, the Virginia Human Rights Act and
any causes of action based upon the public policy it sets forth, and any and all
actions in tort or contract. It is agreed and understood that the above
mentioned payments are not to be construed as an admission of any liability.
Xx. Xxxxxx, further in consideration of the payments to be made under the
Consulting Agreement, the agreement by FTL that the stock options granted to Xx.
Xxxxxx through non-statutory option agreements shall be unaffected by this
resignation and for other good and valuable consideration, agrees to make no
statement, oral or written, either directly or indirectly, to any person or
other entity regarding Xx. Xxxxxx'x employment at FTL, the terms and conditions
of this Resignation Agreement, or the circumstances surrounding the termination
of the employment relationship between FTL and Xx. Xxxxxx, nor to make any
statement or express any opinion to any person or other entity concerning or
relating to FTL or any of its employees, agents, officers or directors, or its
products, research and development, contracts, or any other business of FTL,
either directly or indirectly, or make any statement or opinion, directly or
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Resignation Agreement of Xx. Xxxxxx Xxxxxx
December 31, 1997
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indirectly, to or concerning any customers or licensees of FTL, except that Xx.
Xxxxxx may state that Xx. Xxxxxx was employed by FTL, the dates of such
employment, his title and that he has resigned from his position at FTL as of
the date first set forth above, unless further disclosure is mandated by federal
or state law or by order of a court of competent jurisdiction. Additionally, Xx.
Xxxxxx hereby reaffirms that he will remain subject to the provisions of the
Employee Confidentiality Agreement signed by Xx. Xxxxxx and FTL including
without limitation the promises in paragraph 5 not to disclose Confidential
Information obtained during the course of Xx. Xxxxxx'x employment with FTL, and
in paragraph 6 not to engage in any activity or employment in which such
Confidential Information reasonably would be considered to be useful.
For and in consideration of Xx. Xxxxxx'x agreement to the terms and
conditions hereof, FTL agrees to release and forever discharge Xx. Xxxxxx from
any and all claims, actions, demands, and causes of action, in law or in equity,
which have arisen or may arise, which are based upon acts or omission by the Xx.
Xxxxxx during the employment of Xx. Xxxxxx by FTL. FTL further agrees to make no
statement, oral or written, either directly or indirectly, to any person or
other entity regarding Xx. Xxxxxx'x employment at FTL, the terms and conditions
of this Resignation Agreement, or the circumstances surrounding the termination
of the employment relationship between FTL and Xx. Xxxxxx, except to state that
Xx. Xxxxxx was employed by FTL, the dates of such employment, his title and that
he has resigned from his position at FTL as of the date first set forth above,
unless further disclosure is mandated by federal or state law or by order of a
court of competent jurisdiction. FTL hereby consents, pursuant to paragraph 6 of
the Employee Confidentiality Agreement dated February 5, 1996, to Xx. Xxxxxx'x
engagement in activities or employment in which Confidential Information would
reasonably be considered useful, provided that Xx. Xxxxxx shall continue to be
fully bound by paragraph 5 thereof regarding preservation of the confidentiality
of all confidential information.
The parties agree and understand that no promises, covenants,
representations, understandings or warranties have been made by either of them
other than those expressly contained herein, and that this Resignation Agreement
constitutes the entire agreement between the parties and supersedes all prior
agreements and undertakings with respect thereto, whether written or oral, other
than the Employee Confidentiality Agreement, which shall remain in full force
and effect. The parties further agree to keep this Resignation Agreement and
each of its terms confidential.
Xx. Xxxxxx understands that he may take as many as twenty-one (21) days,
beginning December 23, 1997, to consider this Resignation Agreement prior to
executing it, that within seven (7) days after the execution of this Resignation
Agreement he may revoke the provisions of this Resignation Agreement that waive
and release any claims he may have under the Federal Age Discrimination in
Employment Act, and that he has consulted with legal counsel before entering
into this Resignation Agreement.
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Resignation Agreement of Xx. Xxxxxx Xxxxxx
December 31, 1997
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The parties hereby acknowledge that this Resignation Agreement and the
releases contained in this Resignation Agreement are entered into voluntarily
and that both parties understand the consequences of signing this Resignation
Agreement. The parties agree that either party will be entitled to seek
injunctive relief to prevent harm due to any breach or threatened breach by the
other of this Resignation Agreement, in addition to and without waiving any
other rights or remedies each may have in law or in equity.
Should any of the provisions herein be determined to be invalid by a court
of competent jurisdiction, it is agreed that this shall not effect the
enforceability of the other provisions herein and the parties shall negotiate
the provision or provisions in good faith to effectuate its or their purpose and
to conform it or them to the law.
It is further understood and agreed that if any fact with respect to any
matter covered by this Resignation Agreement is found to be other than the facts
now believed to be true by the parties, each expressly accepts and assumes the
risks of such possible differences and agrees that this Resignation Agreement
shall remain effective notwithstanding.
This Resignation Agreement shall be governed by and construed in
accordance with the laws of the State of Virginia. The parties hereby agree to
the exclusive jurisdiction of Virginia with respect to any dispute, suit, action
or proceeding.
IN WITNESS WHEREOF, the parties have executed this Agreement on
JANUARY 12, 1998
BY: /s/ XXXXXX XXXXXX Witness:/s/ XXXXXXX X. XXXXXXX
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FUISZ TECHNOLOGIES LTD.
BY:/s/ XXXXXXX X. XXXXX Witness: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. XxXxx
Title:President & Chief Executive Officer
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[FUISZ TECHNOLOGIES LTD. LETTERHEAD]
FUISZ TECHNOLOGIES LTD.
CONSULTING AGREEMENT
Fuisz Technologies Ltd. ("Fuisz") wishes to retain the undersigned party ("Xx.
Xxxxxx") to render consulting services ("Services") in a certain field
("Field"). Therefore, Fuisz and Xx. Xxxxxx, intending to be legally bound, agree
that:
1. Consultant is entering into this Agreement as an Individual.
2. The Fuisz representative for receiving Services is Xxxxxxx X. XxXxx or
whomever Fuisz may designate.
3. Services hereunder shall be provided directly by Xx. Xxxxxx: General
advice and consultation on business and technical issues as requested by
Fuisz.
4. Fuisz shall pay Xx. Xxxxxx the sum of: (a) $150,000, payable to Xx. Xxxxxx
in 12 equal semi-monthly installments, the first installment of $12,500
being payable on January 15, 1998, and each installment thereafter being
payable on each subsequent 15th and final day of each month and ending
June 30, 1998; (b) the continuation of Xx. Xxxxxx'x medical health care
benefits under the applicable Plan of Fuisz up to and including June 30,
1998; and (c) a car allowance of $450.00 per month payable at the end of
each month up to and including June 30, 1998, as full consideration for
Xx. Xxxxxx'x services hereunder and Xx. Xxxxxx'x agreement to the terms
and conditions hereof. In addition, Fuisz shall reimburse Xx. Xxxxxx upon
presentation of appropriate receipts for reasonable out-of-pocket expenses
incurred by Xx. Xxxxxx at the prior request and approval of Fuisz in the
performance of Xx. Xxxxxx'x services hereunder.
5. This Agreement shall be effective beginning as of the date hereof and
ending on June 30, 1998, provided, however, that Xx. Xxxxxx'x obligations
under paragraphs 6, 7 and 9 shall terminate five (5) years following the
latter date.
6. Xx. Xxxxxx shall exercise due care to prevent the unauthorized disclosure
of Confidential Information. Confidential Information shall include all
information concerning Fuisz and the Field disclosed to Xx. Xxxxxx or
developed as a result of Xx. Xxxxxx'x services under this Agreement,
except any portion thereof which: (a) is known to Xx. Xxxxxx before
receipt thereof under this Agreement, as evidenced by Xx. Xxxxxx'x written
record and not subject to any other Confidentiality Agreement with Fuisz;
or (b) is disclosed or provided to Xx. Xxxxxx after receipt
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thereof under this agreement by a third party who has a right to make such
disclosure; or (c) is or becomes part of the public domain through no
fault of Xx. Xxxxxx. Further, Xx. Xxxxxx shall not use Confidential
Information for any purpose other than that indicated in this Agreement
without the prior written approval of Fuisz.
7. Xx. Xxxxxx shall not disclose the existence of this Agreement or use the
name of Fuisz in any publicity or advertising without the prior written
approval of Fuisz.
8. At the request of Fuisz, Xx. Xxxxxx shall make written reports and consult
with Fuisz personnel at the facilities of Fuisz or at other mutually
agreed locations, at mutually agreed times.
9. Any information (whether copyrightable, patentable or not), reports, data,
designs, software, screen displays, computer-readable media, manuals and
other work of any kind, made or developed by Xx. Xxxxxx in the course or
as a result of services performed by Xx. Xxxxxx under this Agreement or
which are derived, directly or indirectly, from information provided to
Xx. Xxxxxx by Xxxxx hereunder, are affirmatively acknowledged by Xx.
Xxxxxx as Work Made for Hire, and such Work Made for Hire shall be
promptly disclosed to Fuisz, shall be the sole property of Fuisz, and
shall be free from any claim or retention of rights thereto by Xx. Xxxxxx.
Xx. Xxxxxx shall derive no interest in or to such Work Made for Hire, and
shall upon the request and expense of Fuisz, execute such documents and
take such other actions as Fuisz deems necessary or appropriate to obtain
patents or copyrights and to register same with appropriate governmental
authorities, in the name of Fuisz, covering any of the foregoing. In the
event that a judicial body determines that any of the foregoing are not
Work Made for Hire, Xx. Xxxxxx shall assign any and all copyright thereto
to Fuisz.
10. Xx. Xxxxxx warrants and represents that the terms of this Agreement are
not inconsistent with other contractual obligations Xx. Xxxxxx may have,
or with the policies of any institution with which Xx. Xxxxxx is
associated, including, but not limited to, policies regarding the
administration of grants and funded research.
11. Xx. Xxxxxx shall not disclose to Fuisz any information which is
proprietary to a third party.
12. Xx. Xxxxxx'x status under this Agreement is that of an independent
contractor. Xx. Xxxxxx shall not be deemed an employee or agent of Fuisz
for any purpose whatsoever, and Xx. Xxxxxx shall have no authority to bind
or act on behalf of Fuisz except as otherwise expressly stated herein. Xx.
Xxxxxx shall be responsible for, and agrees to comply with, all
obligations under federal, state and local laws for the payment of income
and self-employment taxes, penalties, fines and/or assessments resulting
from any payments to Xx. Xxxxxx by Fuisz under this Agreement.
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13. This Agreement constitutes the entire understanding of the parties hereto
with respect to the matters herein contained.
14. All additions or modifications to this agreement must be made in writing
and executed by both parties.
15. This Agreement shall be deemed to have been made and performed in the
Commonwealth of Virginia, and shall be governed by, construed and enforced
in accordance with the laws of the Commonwealth of Virginia, without
reference to its choice of law or conflict of laws provisions.
FUISZ TECHNOLOGIES LTD. XXXXXX XXXXXX
By: /S/ XXXXXXX X. XXXXX 11335 SENECA VIEW WAY
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Xxxxxxx X. XxXxx
Title: President & CEO XXXXX XXXXX XX 00000
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Address
Date JANUARY 12, 1998 /s/ XXXXXX X. XXXXXX
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Signature
/s/ XXXXXX X. XXXXXX
--------------------------------
Printed Name
--------------------------------
Title
JAN. 12, 1998
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Date
###-##-####
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Social Security Number
(Provide only if Consultant is
contracting as an individual)
