EMPLOYMENT SETTLEMENT AGREEMENT
This Employment Settlement Agreement (this "Agreement") is by and between
Talk Visual Corporation, a corporation organized and existing under the laws of
the State of Nevada ("TVCP"), and Xxxxxxx X. Xxxxxx, an individual residing in
Miami Beach, Florida ("Xxxxxx").
WHEREAS, Xxxxxx has served as Chief Financial Officer of TVCP under a
verbal understanding as it related to a draft agreement dated July 22, 1998 with
Videocall International Corporation, predessor to TVCP as adopted and amended at
various Board of Directors meetings (the "Verbal Agreement"); and
WHEREAS, this certain Verbal Agreement shall be terminated effective
January 25, 2002 (the "Effective Date"); and
WHEREAS, TVCP and Xxxxxx intend to enter into a termination arrangement;
and
NOW, THEREFORE, for good and valuable consideration of the mutual
covenants herein contained and the mutual benefits to be gained by the
performance thereof and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Xxxxxx and TVCP acknowledge and agree that the Verbal Agreement is
terminated effective on the Effective Date. As of January 25, 2002, Xxxxxx and
TVCP agree that any further employment relationship, if at all, between them
shall be on an at-will basis, with base salary, perquisites and benefits not
less than the corresponding terms in effect under the Verbal Agreement
immediately prior to the Effective Date, or on such other terms as may be
mutually acceptable to each party.
2. Xxxxxx and TVCP further acknowledge and agree that upon execution of
this Agreement, TVCP shall forgive an existing debt obligation of Xxxxxx to
TVCP, as recorded on the books of TVCP, in the amount of Twenty Six Thousand
Dollars ($26,000), plus any interest due, plus any FICA or FUTA taxes due on
that sum. Xxxxxx acknowledges the he is solely responsible for any federal or
state income taxes due on those sums. TVCP further acknowledges not to hold
Xxxxxx liable for the prepayment made on storage unit #3071 at 00000 Xxxxxxxx
Xxxx, Xxxxx, Xxxxxxx, such prepayment being a part of the consideration in the
relocation of Xxxxxx from New England to Florida.
3. Xxxxxx and TVCP further acknowledge and agree that upon execution of
this Agreement, TVCP shall be obligated for the following items:
a) TVCP shall pay Xxxxxx'x health insurance premium for a six month
period commencing February 1, 2002 and ending July 31, 2002.
b) TVCP shall transfer title to the personal computer Xxxxxx has
utilized in his daily employment since inception, to Xxxxxx, free
and clear. Both parties acknowledge a fair market value of $200.
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4. Xxxxxx and TVCP further acknowledge and agree that upon execution of
this Agreement, Xxxxxx consents to the following items:
a) Xxxxxx shall be available to assist his successor via telephone or
in person, in transfer and transition of information, duties,
activities, projects or any and all informational requirements for
the successor to execute the duties of the position.
b) Xxxxxx agrees, for the earlier of January 1, 2003 or so long as he
remains on the Board of Directors of TVCP, exclusive of any
voluntary resignation, not to sell or transfer his ownership in
three million shares of TVCP's common stock as evidenced by
certificate number 1491. This restriction may only be waived prior
to January 1, 2003, by consent of an officer or Director of TVCP,
except as noted as follows. Failure of TVCP to maintain a minimum
one million dollars of Directors & Officers coverage insurance
shall result in Xxxxxx'x resignation from the Board of Directors
and be considered a release of the restriction herein. Xxxxxx
consents to affixing a restrictive legend referencing this clause
on that certificate.
5. By this Agreement, TVCP and Xxxxxx intend to resolve among themselves
any and all claims, demands, actions or causes of action (including any in
equity), whether known or unknown, contingent or otherwise, of whatsoever kind
or nature for or because of any matter or thing done, omitted or suffered to be
done by or on behalf of any party hereto (the "Claims").
6. Except as set forth herein, Xxxxxx and TVCP and their respective
successors, assigns, partners, shareholders, officers, directors, employees,
representatives and affiliates further hereby release, indemnify and hold each
other harmless from any and all Claims arising prior to and including the date
hereof and any other claims, liens causes of action or damages in any way
directly or indirectly arising out of their respective obligations under the
Verbal Agreement or otherwise.
7. The parties further agree that they shall maintain the confidentiality
of the terms of this Agreement, except as required by applicable law.
8. Xxxxxx and TVCP further agree to enter into any agreements or execute
any further documentation reasonably required by the other to evidence and
consummate the agreements set forth herein. In this regard, the parties further
agree fully to reasonably cooperate with each other concerning the disposition
or resolution of any claims or liabilities asserted by any third party against
any of them, concerning the operation of TVCP (i.e., if any third party asserts
false or fraudulent claims against any party hereto, the parties will cooperate
with each other for the purpose of refuting and disposing of such claims; all
out-of-pocket incurred by Xxxxxx related to the disposition or resolution of
such claims or liabilities will be paid by TVCP, to the extent of and in
accordance with the indemnity obligations of TVCP in favor of its employees,
officers and directors).
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9. This Agreement shall be construed under and is enforceable pursuant to
the laws of the State of Florida. Any dispute under this Agreement shall be
resolved in the courts of the state of Xxxxxx'x residence.
10. Each party hereto acknowledges that it has read and understands the
effect of this Agreement and that it is executing this Agreement of its own free
will, has availed itself of the opportunity to consult with counsel of its own
choice. Each party covenants to pay its own legal fees incurred in the
negotiation of this Agreement and any matters related to this Agreement.
EXECUTED to be effective the 25th day of January, 2002.
TALK VISUAL CORPORATION
a Nevada Corporation
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Chairman
By: Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Individually
