EXHIBIT 10.25
SEVERANCE AGREEMENT
This Severance Agreement is made effective as of the 17th day of
December,
1996, by and between Princeton Media Group, Inc., f/k/a DeNovo Corporation, an
Ontario, Canada corporation (the "Company") and Xxxxxxx X. Xxxxxx of Coral
Springs, Florida ("Xxxxxx").
W I T N E S S E T H :
WHEREAS, Xxxxxx has previously resigned his positions as President and
Director of the Company, the Company having agreed to provide to Xxxxxx the
severance terms described below in recognition of the superior services Xxxxxx
has rendered to the Company during his tenure as President and Director.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Resignation. Xxxxxx has previously resigned his positions as
President and Director of the Company.
2. Severance Package. The Company shall provide Xxxxxx with the
following severance compensation:
(a) Cash payments for a period of three years at the level of Xx.
Xxxxxx'x current salary, payable at intervals substantially similar to
payment intervals of salaries of employees of the Company, commencing on
the date of this Agreement; provided, however, that at any time from the
date of this Agreement until the date one year after the date of this
Agreement, Xx. Xxxxxx may, by written notice to the Company, require the
Company to issue to him, within 5 days of such notice, 50,000 shares
(post-reverse split) of registered common stock of the Company in lieu of
payments which would otherwise be made during the second and third years
after the date hereof pursuant to this subsection (a). Payments for the
first year shall continue in any case.
(b) 35,000 shares (post-reverse split) of registered common stock
of the Company, to be issued within 5 days of the date hereof.
3. Covenant Not to Disclose. Xxxxxx shall not disclose or make
accessible in any manner to or use for the benefit of any person or entity at
any time any information of a confidential or secret nature relating to the
business, products or activities of the Company (the "Confidential
Information"). Such Confidential Information shall include, but not be
limited
to, information relating to inventions, products, designs, methods, know-how,
techniques, systems, processes, software programs, works of authorship,
customer
lists, projects, plans and proposals). Xxxxxx shall keep secret all matters
entrusted to him and shall not use or attempt to use any such information in
any
manner which may injure or cause loss or may be calculated to injure or cause
loss whether directly or indirectly to the Company. Information shall be
Confidential Information whether or not such information was developed,
devised
or otherwise created in whole or in part by the efforts of Xxxxxx, and whether
or not such information is a matter of public knowledge, unless the Company
has
authorized disclosure of such information to the general public.
4. Non-Competition.
(a) For a period of three (3) years commencing on the date of this
Agreement, Xxxxxx will not, whether alone or as a partner, officer,
director, consultant, agent, employee or stockholder of any company or
other commercial enterprise, directly or indirectly engage in any
business
or other activity in the United States or Canada which is or may be
competitive with or render services to any firm or business organization
which competes with the Company in, the products or services being
manufactured, marketed, distributed, planned in writing or developed by
the Company on the date of execution of this Agreement without the prior
written consent of the Company.
(b) The ownership of securities of a public company not in excess
of two percent (2%) of any class of such securities shall not of itself
be
deemed a violation of any of the provisions of this Section 4.
5. No Solicitation. For a period of three (3) years commencing on the
date of this Agreement, Xxxxxx will not directly or indirectly solicit,
recruit
or hire or attempt to solicit, recruit or hire any employee of the Company to
work for a third party other than the Company or engage in any activity that
would cause any employee to violate any agreement with the Company.
6. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of
which
together shall constitute but one and the same instrument.
7. No Waiver. Any waiver by the Company of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of such provision or any other provision hereof.
8. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and all of their successors and assigns.
Specifically, but not by way of limitation, the Company's obligations under
this
Agreement shall survive the death or disability of Xxxxxx and shall in such
case inure to the benefit of Xxxxxx'x heirs, executors, administrators and
legal
representatives.
9. Entire Agreement; Amendment. This instrument contains the entire
agreement between the parties with respect to the subject matter addressed
herein and all prior discussions, understandings, negotiations and agreements
are merged herein. This Agreement may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any
waiver,
change, modification, extension or discharge is sought.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
11. Continuing Indemnification. The Company hereby acknowledges its
continuing indemnification obligations to Xx. Xxxxxx with respect to actions
of
Xx. Xxxxxx while an officer or director of the Company, as set forth in
Section
20 of By-Law Number 1 of the Company. The Company further agrees to provide,
at
its expense, legal representation of Xx. Xxxxxx and reimbursement for costs in
the event of any action or threatened action naming Xx. Xxxxxx in connection
with his actions while an officer or director of the Company, which legal
representation shall be of a level of quality equal to or superior to that
used
by the Company.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as a
sealed instrument as of the day and year first above written.
Princeton Media Group, Inc.
By:/s/ Xxxxxx X. Xxxxxxx, CFO /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Witness: Witness:
/s/ /s/
