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Exhibit 10.1
TERMINATION AND NONDISCLOSURE
AGREEMENT
WITH WAIVER AND RELEASE
This Termination and Nondisclosure Agreement with
Waiver and Release (hereinafter "the Agreement") is executed this
19 day of January, 2007 by and between PSI Corporation, a Nevada
Corporation (the "Company") and David V. Lott ("Lott").
WHEREAS Lott on his own behalf and on behalf of
his heirs, executors, administrators, representatives, successors
and assigns, and the Company on its own behalf and on behalf of its
present and future parents, subsidiaries, divisions, affiliates,
representatives, officers, directors, shareholders, agents,
successors and assigns, desire to amicably resolve and conclude any
and all disputes or potential disputes relating to Lott's
employment or termination of Lott's employment with the
Company;
NOW, THEREFORE, in consideration of the mutual
covenants and undertakings set forth herein, Lott and the Company
do hereby agree as follows:
1. In consideration
of Lott's execution of this Agreement, the Company will
pay Lott:
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(a)
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the sum of six thousand dollars ($6,000), in
accrued compensation, together with one thousand forty nine dollars
and fifty nine cents ($1,049.59) as reimbursement of expenses
incurred by Lott on behalf of the Company. The Company will wire
transfer the payment to Lott pursuant to instructions to be
provided by Lott within three (3) business days of its receipt of
funding from any source. In the event that Lott has not been paid
under this subparagraph (a) on or before July 1, 2007 then Lott, at
his option, may upon 2 days prior notice to the notice declare the
provisions contained in Paragraphs 7 and 8 herein below null and
void and of no further force and effect;
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(b)
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three thousand dollars ($3,000) per month, for a
period of 12 months, beginning on February 1, 2007, with the final
three thousand dollar ($3000) payment due on January 1, 2008, with
each such payment to be received by Lott on or before the 5
th day of each
month; and
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(c)
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one million (1,000,000) Rule 144 restricted
shares of PSI Corporation common stock, appropriately adjusted to
reflect any stock dividend, stock split, recapitalization, merger,
reorganization or other change in the shares which may be made by
the Company after the date of this Agreement, delivered in two
hundred and fifty thousand (250,000) restricted share increments on
May 1, 2007, August 1, 2007, November 1, 2007 and February 1, 2008,
subject to acceleration of the issuance in the event of any
acquisition of a majority of the outstanding shares of the Company.
Approval of this Agreement by the Board of Directors of the Company
shall include specific authorization to issue all of the shares as
described herein.
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2. The Company will respond to any inquiry
regarding Lott by any person or entity by following its standard
practice to disclose only dates of employment, wage rates, and
positions held, and to state that it is the Company's policy to
provide only this information.
3. Lott acknowledges that the consideration
recited in this Agreement represents a full and complete settlement
of, and he hereby waives any and all claims or rights of any kind
or description against the Company that he has had, now has or may
have in the future regarding any matter that predates the execution
of this Agreement, including but not limited to all asserted and
unasserted rights to and claims for wages; benefits; monetary and
equitable relief, punitive, compensatory or liquidated damages;
attorneys' fees; costs or disbursements, or employment with the
Company in any position at any time; provided, however, that
nothing contained herein shall constitute a waiver of Lott's rights
to any equity securities including, but not limited to his rights
under that certain Warrant Agreement for 400,000 shares dated on or
about May 1, 2006.
4. In consideration of the benefits set forth in
this Agreement, the parties hereby release each other from any and
all liability to him/it because of any claim or cause of action
against the other party which either party ever had, has or
hereafter can, shall or may have, upon or by reason of any matter,
cause or thing whatsoever, from the beginning of the world to the
day of the date of this Agreement and which may arise in the future
out of any and all occurrences predating this Agreement including,
without limitation, any claim based on, derived from or relating in
any way to Lott's employment by the Company or the conclusion of
said employment. This release shall not include a release of either
party's rights to enforce the terms of this Agreement, but
includes, without limitation, all claims for alleged discrimination
or retaliation based on or relating to sex, age, race, color,
religion, national origin, ancestry, citizenship, marital status,
familial status, parental status, sexual orientation or disability,
and includes any claim, asserted or unasserted, which could arise
under any federal, state, or local statute. This release also
includes, without limitation, no matter how denominated or
described, any claim of discrimination or retaliation under any
federal, state or local law, rule, regulation or executive order
and any claim of wrongful discharge or termination; breach of
contract, written or oral, express or implied; breach of promise or
public policy; retaliation; impairment of economic opportunity;
loss of business opportunity; fraud; misrepresentation; intentional
infliction of emotional distress; psychological harm or any other
tort; pain and suffering; perceived disability; history of
disability; payment of wages or benefits. This release extends and
applies to all unknown, unsuspected and unanticipated claims,
liens, injuries and damages as well as to those now
known.
5. The Parties further agree that a material term
of this Agreement is that both the fact of its existence and its
terms shall be kept and remain strictly confidential and shall not
be disclosed to any person or entity except the following:
(a) Melody C. Lott, the
Company's officers, the accountants and attorneys of each who have
a need to know in order to carry out the terms of this Agreement
and that party's ordinary business, and who shall be instructed to
comply with these confidentiality provisions, (b) as required by
rule or order of any court, tribunal or governmental agency, or as
necessary to comply with the disclosure and reporting requirements
applicable to a public company, or (c) in response to a court- or
tribunal-ordered subpoena or discovery request. If disclosure is
required pursuant to (b) or (c), then the disclosing party agrees
to notify the other party within two (2) business days of the event
giving rise to the requirement of disclos
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