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ROOMLINX INC | Michael S. Wasik | Aaron Dobrinsky. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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May 10, 2006
Aaron Dobrinsky 419 Ogden Avenue Teaneck, New Jersey 07666
Dear Aaron:
Reference is made to your Employment Agreement with RoomLinX, Inc. (the “Company”), dated as of April 15, 2004 (as amended, in writing or by action, your “Employment Agreement”). The Company agreed to accept your resignation as Chief Executive Officer, effective as of October 31, 2005, and in connection with your separation from the Company as an employee, the Company and you agree as follows:
If you are in agreement with the foregoing, you should sign, date and return both copies of this letter agreement to the undersigned for execution on behalf of the Company; after this letter agreement has been executed by the Company and a fully-executed copy returned to you, it shall constitute a binding agreement between us.
I have carefully read, fully understand and agree to the arrangement outlined in this letter agreement and the attached General Release and Waiver and Indemnification Agreement.
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EXHIBIT A GENERAL RELEASE AND WAIVER
1. I understand that my active employment with RoomLinX, Inc. (the “Company”) terminated on October 31, 2005 and that I remained a full-time employee through December 31, 2005. I understand that in consideration for my agreement to the following terms of this General Release and Waiver, I will receive the compensation and/or benefits described in the letter to which a copy of this General Release and Waiver is attached as Exhibit “A”.
2. I understand and agree that I will not receive the compensation and/or benefits specified in the letter unless I execute this General Release and Waiver.
3. I knowingly and voluntarily release and forever discharge the Company and/or all of its heirs, executors, assigns, past and present affiliates, predecessors, subsidiaries, branches, officers, directors, employees and agents, (hereinafter collectively the “Releasees”) from any and all claims known and unknown, which I, my heirs, executors, administrators and assigns may have, including, but not limited to, any claim that arises out of:
(a) any claims that arise out of my employment and/or the termination of my employment with the Company, including without limitation, any job offer letters and/or employment agreements;
(b) any allegation, claim or violation arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1991, the Equal Pay Act, as amended, the Americans with Disabilities Act of 1990, the Worker Adjustment Retraining and Notification Act, the Employee Retirement Income Security Act of 1974, as amended, any applicable Executive Order Programs, or their state or local counterparts;
(c) the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Workers’ Compensation Act, the New Jersey State Wage and Hours law, the New Jersey Political Activities of Employees law, the New Jersey Jury Duty Employment Protection law, the New Jersey Lie Detector Test law, the New Jersey Tobacco Use law, and the New Jersey Genetic Testing law, all as amended;
(d) any other federal, state or local civil, employment or human rights law or any other local, state or federal law, regulation or ordinance;
(e) any allegation or claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation or any allegation or claim arising under any policies, practices or procedures of the Company;
(f) any allegation, claim or violation arising under any public policy, contract or tort, or under common law; and/or
(g) any claim for costs, fees or other expenses, including attorney’s fees, incurred in these matters.
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4. Except as provided in Paragraph 5, I agree to release and discharge Releasees not only from any and all claims which I could make on my own behalf, but I also specifically waive any right to become, and promise not to become, a member of any class in any proceeding or case in which a claim or claims against Releasees may arise, in whole or in part, from any event which occurred as of the date of this Release. It is understood that if I, by no action of my own, become a mandatory member of any class from which I cannot, by operation of law or order of court, opt out, such mandatory class membership will not constitute a breach of this Release.
5. (a) I agree not to file any charge or complaint on my own behalf, in the future, based upon claims arising from, or attributable in any way to, my employment or interactions with the Company, to the extent the same relates to any matter or event occurring prior to the date of this Agreement, before any federal, state or local court, or administrative agency, or to participate in any such charge or complaint which may be made by any other person or organization on my behalf; and if any court or agency assumes jurisdiction of the same, I will direct the court or agency to dismiss or withdraw it. I also agree to withdraw and/or dismiss any such pending charges or complaints. I further agree that I will not encourage or participate in any action against the Company brought by any other current or former employee unless I am required by law to do so. However, if by no action of my own, I become a mandatory member of any class from which I cannot, by operation of law or order of court, opt out, such mandatory class membership will not constitute a breach of this release.
(b) Nevertheless, this release does not prevent me from cooperating with the Equal Employment Opportunity Commission in an investigation of alleged discrimination or testifying in any cause of action when required to do so by law. However, except where prohibited by law, I waive my right to recover any damages or other relief in any claim or suit brought by or through the Equal Employment Opportunity Commission or any other state or local agency on his behalf under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, or the Americans with Disabilities Act, and under any claim or suit on his behalf under any other federal, state or local law.
6. This General Release and Waiver shall not act as a release of the obligations of the Company specified in the letter to which this General Release and Waiver is attached as Exhibit “A”.
7. I acknowledge that I have been advised I have fourteen (14) days to consider this General Release and Waiver. I acknowledge that the Company has advised me in writing of my right to consult with an attorney regarding the legal consequences of the General Release and Waiver and that I have had an opportunity to discuss the terms of this General Release and Waiver with an attorney. I understand the legal consequences of the General Release and Waiver.
8. I agree that neither this General Release and Waiver, nor the furnishing of the consideration for this General Release and Waiver, shall be deemed or construed at any time to be an admission by either the Company or myself of any improper or unlawful conduct.
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9. I agree that this General Release and Waiver is confidential and agree not to disclose any information regarding the terms of this General Release and Waiver, except to an attorney with whom I choose to consult regarding this General Release and Waiver, my financial consultant, my spouse or as required by law. I further agree that if I violate this provision of confidentiality, I will repay the Company the compensation and/or return the benefits in the letter to which this release is attached as Exhibit “A.”
10. I represent I have not and agree that I will not in any way disparage the Company or any of Releasees or make or solicit any comments, statements, or the like to the media or others that may be considered derogatory or detrimental to the good name or business reputation of any the foregoing parties or entities.
BY SIGNING THIS GENERAL RELEASE AND WAIVER, I STATE THAT:
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EXHIBIT B ROOMLINX, INC. INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made effective as of January 1, 2004, by and between RoomLinX, Inc., a Delaware corporation (the "Company"), and Aaron Dobrinsky ("Indemnitee").
WHEREAS, Indemnitee is/was an officer and director of the Company and performs/performed a valuable service in such capacities for the Company; and
WHEREAS, the Company and Indemnitee recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance may be limited; and
WHEREAS, the Company and Indemnitee further recognize the difficulty in obtaining sufficient and appropriate liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions and exclusions in the coverage of such insurance; and
WHEREAS, Indemnitee does not regard the historic or current protection available as adequate under the present circumstances, and
WHEREAS, the Company has retained the services of Indemnitee to serve the Company and, in part, in order to induce the Indemnitee to waive certain of his rights under his Employment Agreement with the Company, and, in part, to induce Indemnitee to continue to assist or provide services to the Company as a consultant or otherwise, the Company wishes to provide for the fullest allowable indemnification and similar protection for Indemnitee; and
WHEREAS, the Company desires to fully indemnify the Indemnitee and pay all legal and other expenses incurred by the Indemnitee in connection with the Company to the extent, regardless of reason, that the such expenses are not covered by the Company’s Directors and Officers Liability policy.
NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:
1. Indemnification. (a) Indemnification of Expenses. The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "Claim"), by reason of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, consultant, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity (hereinafter an "Indemnifiable Event") against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company) of such Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter "Expenses"), including all reasonable interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than thirty (30) days after Company receives from Indemnittee a written demand therefore with any support documentation required by the Company.
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(b) Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as described in Section 10(e) hereof) shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an "Expense Advance") shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company promptly upon Indemnittee’s receipt of the Company’s written demand therefor) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdic | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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