TERMINATION
AGREEMENT
This
Termination Agreement dated as of this 19 th day of January, 2009 is by and between China
America Holdings, Inc., a Florida corporation formerly known as
Sense Holdings, Inc. (the "Corporation"), and Dore Scott Perler, an
individual.
RECITALS
WHEREAS , the Corporation and Mr. Perler are parties to
that certain Employment Agreement effective as of May 1, 2007, a
copy of which is attached hereto as Exhibit A and
incorporated herein by such reference (the "Employment Agreement"),
pursuant to which Mr. Perler has served as Chief Executive Officer
of the Corporation.
WHEREAS , the Corporation has determined to exit all
activities related to its biometrics division (the "Biometrics
Operations") which, prior to the acquisition of a controlling
interest in Shanghai AoHong Industry Co., Ltd., in June 2007
represented the Corporation's primary business and
operations.
WHEREAS , Mr. Perler is desirous of a acquiring all
right, title and interest in the Biometrics Operations from the
Corporation.
WHEREAS , the parties have agreed that Mr. Perler will
resign his position of Chief Executive Officer of the Corporation
and terminate the Employment Agreement.
NOW, THEREFORE , in consideration of the mutual promises set
forth herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Recitals . The foregoing recitals are true and
correct.
2
Resignation and Termination of Employment Agreement
.
a. Contemporaneously
with the execution of this Agreement Mr. Perler shall submit his
resignation as an officer and of the Corporation and agrees to take
on the role of corporate secretary through March 31,
2009.
b. The
parties hereto mutually agree to terminate the Employment Agreement
effective as of the date of this Agreement. In lieu of
any and all salary after October 31, 2008, severance payments,
benefits or other payments, Change of Control Termination Benefits
as defined in the Agreement, the Corporation shall pay Mr. Perler
the sum of $75,000.00 (the “Severance Payment”) no
later than 7 days after execution of this Agreement. In
addition, the Corporation shall sell the assets of the Biometrics
Business to Pearl Group Advisors, Inc., a company owned by Mr.
Perler, pursuant to the terms of the Asset Purchase Agreement dated
as of the Date of this Agreement.
c. Mr.
Perler shall not be entitled to any other amounts from the
Corporation, including, but not limited to, for any incentive
compensation, vacation pay, paid days off, fringe benefits or any
other amounts pursuant to the Employment Agreement or
otherwise. In accordance with such voluntary termination
of the Employment Agreement by Mr. Perler, the Corporation shall
not be obligated to nor shall Mr. Perler be entitled to any
severance or similar benefits pursuant to any provision of the
Employment Agreement.
3.
Options . Notwithstanding the termination of the
Employment Agreement, Mr. Perler shall have the full term set forth
in the stock option agreements to exercise any options previously
granted to him by the Corporation and which have vested.
4.
Lasting Provisions . Mr. Perler acknowledges he
remains subject to the provisions of Sections 10, 11 and 12 of the
Employment Agreement. The Corporation acknowledges that
Mr. Perler intends to operate the Biometrics Operations and that
such will not constitute a breach of the non-c
