EXHIBIT 10.11
March 19, 2004
Xx. Xxxxxx X. Xxxxxxx Xx.
Chief Executive Officer
iSECUREtrac Corp.
0000 Xx. 000xx Xxxxxx
Xxxxx, XX 00000
Dear Xxx:
This letter ("Letter Agreement") shall confirm and memorialize our
agreement with respect to my employment and other relationships with iSECUREtrac
Corp. ("iST") and Tracking Systems Corporation ("TSC") (collectively, the
"Companies), to wit:
1. TERMINATION. The Executive Employment Agreement, dated August 28, 2003,
between iST and me shall terminate upon execution of this Letter Agreement
by you on behalf of iST in your capacity as its Chief Execution Officer.
Upon termination, I shall have resigned from any position and/or
relationship with the Companies, including without limitation employee,
officer, director, and agent. Except as agreed upon and set forth herein,
I waive and release the Companies from any and all compensation which may
be, or may become, due and payable to me by reason of the Executive
Employment Agreement or any other employment relationship with the
Companies. The Companies shall make a general announcement among the
employees of the Companies that I have resigned from the Companies
immediately after execution of this Letter Agreement, and thereupon I
shall vacate the premises of the Companies and return only with your
express consent.
2. CONSULTATION. For a period of thirty (30) days following termination, I
shall provide services of an advisory or consultative nature, which the
Companies may reasonably request from time to time, so that the Companies
may continue to have the benefits of my experience and knowledge of the
affairs of the Companies and the industry in which they do business. I4
agree to make myself available to give this advice and counsel by
telephone, letter or in person to the employees of the Companies at all
reasonable times. Notwithstanding the foregoing or anything else to the
contrary, the method used and the extent of the time required to give this
advice and counsel shall be in my sole discretion and I shall not be
expected to provide such services on a full-time basis.
3. FINANCIAL CONSIDERATION. In consideration for termination and consultation
set forth in paragraphs 1 and 2, respectively, the Companies agree as
follows:
o I shall receive my remaining salary as set forth in the Executive
Compensation Agreement through August 28, 2004, payable in a manner
consistent with past practices of the Companies.
o Upon execution of the Letter Agreement, I shall receive a vacation
pay-out of $13,441.00 for unused vacation time earned during 2003.
o Upon execution of the Letter Agreement, I shall receive a bonus
payment of $16,200 for 2003.
o Upon execution of the Letter Agreement, I shall receive options for
202,500 shares of the common stock of iST, at an exercise price of
$.47 per share, and options for 72,917 shares of the common stock of
iST, at an exercise price of $0.49, all of which shall be registered
in a manner consistent with the terms of the Executive Employment
Agreement.
4. ADDITIONAL CONSIDERATION. In additional consideration for termination and
consultation set forth in paragraphs 1 and 2, respectively, the Companies
agree as follows:
o Upon execution of this Letter Agreement iST shall terminate the
Escrow Agreement, dated August 28, 2003, between iST, the escrow
agent, me and other former shareholders of TSC, and reissue
certificates for 409,460 shares of iST common stock to allow me to
gift 185,082 shares to the former shareholders of TSC, and return
the balance of the shares to Xxxxxxxx Media Capital L.P. as security
for their outstanding loan to iST.
o iST will use its best efforts to obtain Xxxxxxxx'x release of my iST
shares and cancellation of my Pledge Agreement with them.
o iST will use all reasonable and necessary means to assure expedited
SEC registration of all iST stock issued to TSC shareholders in
accordance with the Plan of Exchange dated August 28, 2003.
o iST will use all reasonable and necessary means to assure expedited
substitution of iST for Xxx Xxxxxxxx Xxxxxxxxx and me on any bid
bonds and performance bonds either of us previously guaranteed for
the benefit of TSC in accordance with the Share Exchange Agreement
dated August 28, 2003.
Assuming this Letter Agreement meets with your approval, upon execution by
you on behalf of the iST, this document will become a binding, valid legal
contract between iST and me.
Sincerely,
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
On this 19th day of March, 2004, I Xxxxxx X. Xxxxxxx. Jr., in my capacity
of Chief Executive Officer of iST, on behalf of iST, do hereby execute and enter
into the aforestated Letter Agreement:
/s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx.
