DCAP GROUP, INC.
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Dear Mort:
Reference is made to the Employment Agreement dated as of February 25, 1999
by and between DCAP Group, Inc. (the "Company") and you (the "Employment
Agreement").
Reference is also made to the Promissory Note, dated as of May 17, 2000,
from you to the Company in the principal amount of $141,454 (the "Note") given
pursuant to the Stock Purchase Agreement, dated May 17, 2000, by and between the
Company, Dealers Choice Automotive Planning, Inc. (now renamed DCAP Insurance
Agencies, Inc.), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, you, DCAP Ridgewood, Inc., DCAP Bayside,
Inc., DCAP Freeport, Inc. and MC DCAP, Inc.
The parties hereby acknowledge that it is their mutual desire to terminate
the Employment Agreement and accordingly agree that the Employment Agreement is
hereby terminated. The parties agree further that, except as hereinafter
provided, neither party shall have any further rights or obligations under the
Employment Agreement, in connection therewith or in connection with the
termination thereof. Notwithstanding the foregoing, the parties agree that
nothing herein shall be deemed a waiver of any rights of the parties under the
Employment Agreement in connection with the breach of any representation or
covenant that occurred prior to the date hereof. In addition, the parties agree
that the provisions of Paragraphs 7.1 through 7.4, 12.1 through 12.4, 13.1, 14.1
through 14.5, 16.1, 17.1, 18.1, 19.1, 20.1, 21.1, 22.1 and 23.1 of the
Employment Agreement shall continue in full force and effect in accordance with
the provisions thereof; provided, however, that the provisions of Paragraph
7.1(i) of the Employment Agreement shall not restrict you from operating the
DCAP franchises wholly-owned by you or your affiliates and identified on
Schedule A attached hereto.
Simultaneously herewith, you are resigning freely and voluntarily as an
employee and officer of the Company and as an officer and director of any and
all subsidiaries of the Company for which you serve in such capacity.
You also agree that, at the request of the Chief Executive Officer of the
Company, you will provide assistance and consultation with regard to all matters
previously handled by you in your capacity as Chairman of the Board, including,
without limitation, with respect to the International Airport Hotel in Puerto
Rico (the "Hotel"). You agree that such services shall continue until the later
of the completion of negotiations relating to the Hotel lease or the next
meeting of stockholders of the Company. In consideration thereof, the Company
will reimburse you for all
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March 28, 2001
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reasonable and necessary expenses and disbursements incurred by you in the
performance of such duties. In the event you are required to travel in the
performance of your duties, you will also be entitled to receive such reasonable
compensation as shall be mutually agreed upon.
You understand and agree further that, except as expressly provided for
herein, the Company shall have no obligation to you, whether for compensation,
payments, benefits or otherwise, arising under or relating to your employment or
position with the Company or any subsidiary thereof, the termination of your
employment, the Employment Agreement, or otherwise.
The Company hereby agrees that the debt evidenced by the Note is forgiven.
Concurrently herewith, the Company is delivering to you the Note for
cancellation and no further amounts shall be due or payable thereunder.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York applicable to agreements made
and to be performed entirely in New York.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and there are no representations,
warranties or commitments except as set forth herein. This Agreement supersedes
all prior agreements, understandings, negotiations and discussions, whether
written or oral, of the parties hereto relating to the subject matter hereof.
You acknowledge and agree that the restrictions placed upon you pursuant to the
provisions of the Employment Agreement are in addition to, and not in lieu of,
the restrictions set forth in the Franchise Agreements contemplated to be
entered into between our wholly-owned subsidiary, DCAP Management, Inc., and MLC
East Meadow/Flushing LLC (collectively, the "Franchise Agreements"). The rights
and remedies set forth in the Employment Agreement and the Franchise Agreements
are cumulative.
This Agreement may be amended, and any provision hereof waived, only by a
writing executed by the party sought to be charged.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.
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March 28, 2001
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Signatures hereon which are transmitted via facsimile shall be deemed
original signatures.
Very truly yours,
DCAP Group, Inc.
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Chief Executive Officer
Agreed:
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Schedule A
DCAP Ridgewood, Inc.
DCAP Bayside, Inc.
DCAP Freeport, Inc.
MC DCAP, Inc.
MLC East Meadow/Flushing LLC (regarding the operations of East Meadow Agency,
Inc. and DCAP Flushing, Inc.)