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AGREEMENT
This Agreement (“Agreement”) is made by
and between Michael
Evangelista (“Employee”)
and XS Inventory,
a Nevada corporation (the “Company”)
(hereinafter collectively “the parties”).
WHEREAS, Employee is employed by the Company as
Chief Executive Officer, President, Secretary and
Treasurer;
WHEREAS, the parties acknowledge it is in their
individual and mutual best interests for Employee to terminate his
services as an officer and employee of the Company effective May
16, 2007 and to resign from the Company’s Board of Directors
effective May 16, 2007;
WHEREAS, the parties wish to define the terms and
conditions of Employee’s retirement and separation from
employment with the Company;
NOW, THEREFORE, in exchange for and in consideration
of the following mutual covenants and promises, the undersigned
parties, intending to be legally bound, hereby agree as
follows:
1. Retirement
. Employee agrees to terminate his employment with
the Company effective May 16, 2007 (“Termination
Date”). On the Termination Date, Employee’s employment
with the Company and all further compensation, remuneration, and
eligibility of Employee under Company benefit plans shall
terminate, except as otherwise provided in this Agreement or by
applicable law.
2. Resignations.
Employee hereby resigns as an officer and director
of the company and its subsidiaries effective May 16,
2007.
3. Severance Benefits
Following Retirement Date . The Company
will pay to Employee a one time payment of $2,500.
4. Termination of
Employment Agreement and Cancellation of Michael Evangelista
shares .
(a) Employee hereby tenders to Company all
14,965,695 outstanding shares of common stock held by Employee in
Company,
(b) The Employment by and between the Employee and
the Company shall terminate effective May 16, 2007;
5. Cooperation,
Non-Disparagement, and Indemnity .
Neither the Employee nor the officers of the Company shall state or
otherwise publish anything about the other party which would
adversely affect the reputation, image or business relationships
and goodwill of the other party in its/his market and community at
large, except as required by law. Employee shall fully
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cooperate with the Company in defense of legal
claims asserted against the Company, and other matters, which
require the Employee’s testimony or input regarding knowledge
gained during the course of his employment. The Company agrees to
reimburse Employee for reasonable costs and expenses incurred as a
result thereof. Employee agrees that he will not speak or
communicate with any party or representative of any party, who is
known to Employee to be either adverse to the Company in litigation
or administrative proceedings or to have threatened to commence
litigation or administrative proceedings against the Company, with
respect to the pending or threatened legal action, unless given
express permission to do so by the Company, or is otherwise
compelled by law to do so, and then only after advance notice to
the Company. Additionally, for a period of one year following the
Termination Date, Employee agrees to be bound by and follow the
same standards and duty of loyalty to the Company as are required
of the Company’s employees and officers, except that Employee
may engage in other employment and related activities. The Company
agrees to indemnify Employee for liabilities and costs incurred by
Employee by reason of his employment with the Company, on the same
basis as it does in similar circumstances with other employees and
officers.
6. Release of All
Claims .
(a) Release of Company by
Employee . In consideration of the
receipt of the sums and covenants stated herein, Employee does
hereby, on behalf of himself, his heirs, administrators, executors,
agents, and assigns, forever release, requite, and discharge the
Company and its agents, parents, subsidiaries, affiliates,
divisions, officers, directors, employees, predecessors,
successors, and assigns (“Released Parties”), from any
and all charges, claims, demands, judgm
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