EXHIBIT 10.30
AGREEMENT AND GENERAL RELEASE
THIS AGREEMENT AND GENERAL RELEASE ("Agreement"), effective on the date
hereof, is entered into in Richardson, Texas by and between Minorplanet Systems
USA, Inc., formerly known as @Track Communications, Inc., a Delaware
corporation, with its principal place of business located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ("Employer"), and ▇▇▇▇ ▇. ▇▇▇▇▇▇, an
individual residing ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ("Executive").
WHEREAS, on June 21, 2001, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and @Track Communications,
Inc., now known as Minorplanet Systems USA, Inc. ("MPUSA") entered into that
Employment Agreement (the "Employment Agreement");
WHEREAS, on June 21, 2002, the initial one (1) year term of the
Employment Agreement expired and the Employment Agreement continued in effect on
a month to month basis;
WHEREAS, on September 10, 2002, Employer provided thirty (30) days
advance notice of Executive's termination pursuant to Paragraph 5(c) of the
Employment Agreement;
WHEREAS, the effective date of Executive's termination is October 10,
2002;
WHEREAS, Executive and Employer (also sometimes referred to herein as
"MPUSA") agreed to termination of their employment relationship as set forth
below;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, Employer and Executive, intending to be legally bound, hereby agree as
follows:
1) Employer shall provide Executive with the compensation as provided in
Paragraph 6(a), (b), (c) and (d) of the Employment Agreement, including the
following:
a) a severance payment equal to seven (7) months base salary under the
Employment Agreement in the total amount of $104,066.67, less standard
withholdings for federal tax, social security and Medicare. MPUSA
shall pay such sum according to the following payment schedule:
1. $52,033.34, less applicable federal withholding tax, deductions
for social security and Medicare, to be paid contemporaneously
with the execution of this Agreement;
2. $17,344.46, less applicable federal withholding tax, deductions
for social security and Medicare, on or before October 31, 2002;
3. $17,344.46, less applicable federal withholding tax, deductions
for social security and Medicare, on or before November 30, 2002;
and,
4. $17,344.46, less applicable federal withholding tax, deductions
for social security and Medicare, on or before December 31, 2002
b) a sum equal to the salary earned by Executive prior to September 10,
2002 as provided in Paragraph 3(a) of the Employment Agreement;
c) any accrued, but unpaid, vacation benefits; and
d) any previously authorized but unreimbursed business expenses.
e) any "gross up" payments required to be made to Executive pursuant to
the provisions of Annex A of the Employment Agreement.
2) Employer agrees to pay to Employee the sum of $450.00 per month for twelve
(12) months in full and final satisfaction of Employer's obligations under
Section 6(d) of the Employment Agreement. Said sum shall be paid in full
upon Executive's execution of this Agreement.
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EXHIBIT 10.30
AGREEMENT AND GENERAL RELEASE
3) Executive acknowledges that pursuant to Section 3(c) of the Employment
Agreement, an annual discretionary bonus may be awarded in whole or in part
based on the level of incentive bonus plan performance criteria achieved by
Executive, in the sole judgment of the Board of Directors of Employer.
Employee acknowledges that the Compensation Committee of the Board of
Directors has determined, in its sole discretion, that no bonuses shall be
awarded to Employer's senior executive team, including Employee, for the
fiscal year ending August 31, 2002. Accordingly, Executive shall not
receive the 15% discretionary portion of his bonus for the fiscal year
ending August 31, 2002.
a) With respect to the commission based portion of Employee's bonus which
was to be paid quarterly, Employer shall pay to Employee the sum of
$5,668.00 less standard withholdings for federal tax, social security
and medicare in full and final settlement of all commissions due to
Employee pursuant to the Employment Agreement.
4) RELEASE OF MPUSA. Executive agrees on behalf of himself and all of his
heirs or personal representatives, to release MPUSA, all of MPUSA's
affiliates, including parent companies and subsidiaries, and all of MPUSA's
present and former officers, directors, agents, employees, employee benefit
programs, and the trustees, administrators, fiduciaries, and insurers of
such programs, from any and all claims for relief of any kind, whether
known to his or unknown, which in any way arise out of or relate to his
employment, the termination of his employment with MPUSA, the Employment
Agreement, and concerning events occurring at any time up to the date of
this Agreement including, but not limited to, any and all claims of
discrimination of any kind and any and all contractual, tort or other
common law claims, whether legal or equitable, including under any
applicable federal laws, including, but not limited to Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section
1981, the American with Disabilities Act, the Equal Pay Act, the Worker
Adjustment and Restraining Notification Act, the Employment Retirement
Income Security Act, the Family Medical Leave Act, or under any applicable
state or local laws or ordinances or any other legal restrictions on
MPUSA's rights, including the Texas Commission on Human Rights Act.
However, the releases set forth herein do not include the release of any
claims arising under this Agreement, any rights Executive may have for
pension or retirement benefits, any rights for COBRA benefits, any rights
Executive may have as a shareholder of MPUSA, and any rights Executive has
in stock options granted to the Executive during the term of employment,
any rights Executive may have to "gross up" payments pursuant to the
provisions of Annex A of the Employment Agreement.
5) RELEASE AND INDEMNIFICATION OF EXECUTIVE. MPUSA, all of its affiliates,
including parent companies and subsidiaries, on behalf of itself and its
successors and assigns, hereby releases Executive from any and all claims
for relief of any kind, whether known or unknown, which in any way arise
out of or relate to Executive's employment with MPUSA. MPUSA shall continue
to indemnify Executive to the fullest extent permitted by law, and as set
forth in the Bylaws of MPUSA and pursuant to any applicable Directors and
Officers insurance policy or policies, against all judgments, penalties,
fines, settlements and reasonable expenses actually incurred by Executive
in connection with any proceeding in which Executive is, or threatened to
be named, a defendant because of Executive's position as a director,
officer, employee or agent of MPUSA.
6) Subject to Employer's timely fulfillment of its obligations herein,
Executive further agrees to adhere to all terms and conditions of the
Employment Agreement which survive termination thereof, including but not
limited to, Section 4 thereof. Further, the parties agree not to disclose
or misrepresent to anyone the terms of this Agreement, except to the
parties' attorneys, tax advisors, and as may be required by law.
7) This Agreement does not constitute an admission of any kind by MPUSA or
Executive, but is simply an accommodation which offers certain extra
benefits to which Executive would not otherwise be entitled in return for
Executive agreeing to and signing this document. Executive and MPUSA
further understand and agree that if either violates this Agreement, MPUSA
may ▇▇▇ Executive or Executive may ▇▇▇ MPUSA, as the case may be, for the
damages caused by such breach and/or for injunctive relief to enforce this
Agreement.
8) Executive agree that this Agreement shall be governed by and construed in
accordance with the laws of the state of Texas, without giving effect to
the conflict of laws (rules) or choice of laws (rules) thereof. Executive
consents to the
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EXHIBIT 10.30
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exclusive personal jurisdiction and venue of the state district court
residing in Dallas County, Dallas, Texas (or if applicable, the federal
district court for the Northern District of Texas, Dallas Division) for all
litigation which may be brought with respect to or arising out of the terms
of and the transactions and relationships contemplated by this Agreement.
9) Executive acknowledges and agrees that Executive is entering into this
Agreement freely and voluntarily and Executive is satisfied that Executive
has been given sufficient opportunity to consider it and consult with an
attorney. Executive acknowledges that Executive has carefully read and
understands all of the provisions of this Agreement. Executive understands
that it sets forth the entire agreement between MPUSA and Executive.
10) Executive represents that no other statements, promises, or commitments of
any kind, written or oral, have been made to Executive by MPUSA, or any of
its agents, to cause Executive to accept it. Executive acknowledges that
Executive has been advised to consult legal counsel concerning this
Agreement prior to signing this Agreement, and that Executive has been
given sufficient opportunity to do so. Executive understands that Executive
has twenty-one (21) days to consider this Agreement. Executive understands
that if Executive chooses to sign this Agreement, Executive will have seven
(7) days from the date of my signature to revoke the Agreement. Executive
further understands that this Agreement will not become effective until the
eighth (8th) day after Executive signs the Agreement without revocation.
Executive and MPUSA acknowledge acceptance of this Agreement by their
respective signatures below:
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Executive Signature
▇▇▇▇ ▇▇▇▇▇▇
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Printed Name
10/8/2002
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Date
AGREED TO ACCEPTED ON BEHALF OF
MINORPLANET SYSTEMS USA, INC.
/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Executive Signature
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Printed Name
10/8/2002
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Date
AGREEMENT AND GENERAL RELEASE
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