Exhibit 10.11
Agreement
This Agreement is entered into
between Apro Bio Pharmaceutical Corporation, a Colorado corporation
(the "Company") and David Floor (“Floor”), this 8
th day of January,
2009.
Recitals
Whereas , Floor has been employed as an
officer and director of the Company pursuant to an employment
agreement dated March 1 st , 2006, a copy of which is
attached hereto as Exhibit A..
Whereas , Floor has agreed to resign as an officer and
director of the Company at the Closing Date (as hereinafter
defined).
Whereas , the parties desire to amicably resolve their
outstanding issues.
Agreement
Now, therefore, for good and valuable
consideration, the receipt of which is hereby acknowledged by both
parties, the parties agree as follows:
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Resignation. Floor
hereby resigns as an officer and director of the Company effective
on the closing date (the “Closing Date) of the proposed
merger between the Company and Across America Financial Services,
Inc. pursuant to an Agreement and Plan of Merger dated November 17,
2008, and affirms that he is no longer acting as an officer or
director of the Company.
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Payment. In
consideration of the agreements set forth in this Agreement, the
Company, in full and final settlement of all of Floor’s
stated and unstated claims, including any claim for severance,
reimbursement of vacation or sick pay, or other compensation, or
any other rights or obligations which may be asserted by Floor,
agrees to make the following payment, and issue the shares provided
for, to Floor (the “Payment and Issuance”):
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The Company, shall pay to Floor $95,000 in
cash or certified funds within 5 days of Closing Date. Such
payments reflect $75,000 of compensation and reimbursement of
$20,000 of expenses.
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The Company shall issue to Floor 50,000 shares
of the Company’s restricted common stock within 5 days of the
Closing Date.
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Confidentiality
. Floor agrees that he will not, without the prior
written consent of the Company, directly or indirectly disclose to
any individual, corporation or other entity (other than the Company
or its affiliates or their respective officers, directors or
employees entitled to such information) or use for their own or
such another’s benefit, any information, whether or not
reduced to written or other tangible form, which (a) is not
generally known to the public or in the industry; (b) has been
treated by the Company as confidential or proprietary; and (c) is
of competitive advantage to the Company or any of its Affiliates
(such information being referred to in this paragraph as
"Confidential Information"). Confidential Information
which becomes generally known to the public without violation of
this Agreement shall cease to be subject to the restrictions of
this
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Effective the Closing Date, Floor agrees that
he shall not make any disparaging statements about the Company or
its affiliates or the directors, officers or employees of any of
them; provided that the provisions of this clause shall not apply
to truthful testimony as a witness, compliance with other legal
obligations, or truthful assertion of or defense against any claim
of breach of this Agreement, or to his truthful statements or
disclosures to officers or directors of the Company, and shall not
require Floor to make false statements or disclosures.
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The Company agrees that neither it nor its
affiliates, directors, officers, nor employees of the
Company nor any spokesperson for any of them shall make any
disparaging statements about Floor; provided that the provisions of
this clause shall not apply to truthful testimony as a witness,
compliance with other legal obligations, truthful assertion of or
defense against any claim of breach of this Agreement or truthful
statements or disclosures to Floor, and shall not require false
statements or disclosures to be made.
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Releases . Except for
a claim based upon a breach of this Agreement and the performance
of the obligations contained herein, effective as of the Closing
Date Floor shall release the Released Parties (as defined below),
and the Company shall release Floor, from any and all claims,
suits, demands, actions or causes of action of any kind or nature
whatsoever, whether the underlying facts are known or unknown,
which Floor or the Released Parties have or now claim, or might
have or claim, pertaining to or arising out of Floor’s
employment by the Company or his separation therefrom, or any
breach or non-performance of any employment or other agreements
with Floor, or under any local, state or federal common law,
statute, regulation or ordinance, including without limitation
those claims dealing with employment discrimination, including
without limitation, Title VII of th
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