Exhibit 10.1
TERMINATION AGREEMENT & MUTUAL RELEASES
This
Termination Agreement & Mutual Releases (this "Agreement") is
between
Spherix Incorporated, a Delaware corporation (the "Company"), and Thomas W.
Gantt (the "Executive"), and is dated as of
this 31st day of August, 2004.
RECITALS
The
Executive hereby resigns as an employee and as a
Director from the
Company. The Company and the Executive
intend the terms and
conditions of this
Agreement to govern all issues related to the Executive's employment and
resignation from the Company. The Executive
acknowledges that he
has been given
a reasonable period of time to consider the terms of this Agreement. The
Executive acknowledges that the
consideration provided him under this Agreement
is sufficient to support the releases and other commitments provided by him
under this Agreement. The Executive represents that he has not filed any
charges, claims or lawsuits against the Company involving any aspect of his
employment. The Executive understands that the Company regards the
representations by him as material and that the Company is relying on these
representations in entering into this
Agreement.
NOW,
THEREFORE, the Company and the Executive agree as follows:
1.
Recitals. The foregoing Recitals are incorporated herein by
reference.
2.
Employment Status.
2.1. The Executive shall continue as an active employee of the
Company
through August 30, 2004. Executive shall then be placed on
inactive
status ("IS") commencing on August 31, 2004 and extending
through
February
28, 2004. During the
IS, the Executive will
only be required to
assist
with special projects
as may be agreed upon by the Chairman of the
Board of
the Company and the Executive.
2.2. The Executive hereby resigns as a member of the Board of
Directors
of the Company (including as a member of all relevant
committees
of the
Board of Directors) as of August 31, 2004.
3. Salary.
Executive shall continue at his current salary level during the
IS. Executive hereby acknowledges and agrees that he is not
entitled to any
other compensation from the Company and that the
Executive is not
entitled to
any severance or similar benefits under any plan, program, policy or
arrangement, whether formal or informal,
written or unwritten, of the Company.
4.
Bonus. Executive shall not be entitled to any bonus for 2004 or
any
portion of 2005.
5.
Benefits. The
Executive will be eligible to continue to participate in
the Company employee benefit plans and
programs through February 28, 2005.
4
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6. Stock
Options. All of Executive's outstanding stock options have
vesting provisions; such options have vested in part in
accordance
with the
terms of the original stock option grants; none of such options shall
further
vest after February 28, 2005. All of Executive's vested stock options must be
exercised no later than February 28, 2005
at which point all options (vested and
unvested) shall expire and be of no further
force or effect.
7.
Release of Claims by the Executive. The Executive and his heirs,
assigns and agents, release, waive and discharge the Company and its past
and
present Directors, Officers, employees, subsidiaries, affiliates, and agents
from each and every claim, action or right of any sort, known or unknown,
arising on or before the date hereof.
7.1. The foregoing release includes, but is not limited to, any
claim of
discrimination
on the basis of race, sex, religion, marital
status,
sexual orientation,
national origin, handicap or disability, age,
veteran
status, special
disabled veteran status, or citizenship status;
any other
claim based on a statutory prohibition; any claim arising out
of
or
related to an express or implied employment contract, any other
contract
affecting terms and conditions of employment, any claim of
wrongful
termination
of employment or a covenant of good
faith and fair
dealing.
7.2. The Executive
represents
that he understands the foregoing
release,
which includes a release of the rights
and claims under the Age
Discrimination in Employment Act of 1967, as amended.
7.3. The Executive
further agrees never to sue the Company or cause
the
Company to be sued
regarding any matter within the scope of the above
release.
If the Executive violates this release by suing the
Company or
causing
the Company to be sued, the Company may recover all damages
as
allowed by
law, including costs and expenses of defending against the suit
incurred
by the Company and its reasonable attorneys' fees.
8. Release
of Claims by the Company. The Company releases, waives, and
discharges the Executive from each and
every claim, action or right of any sort,
arising on or before the date hereof and
based upon facts presently known to the
Chairman of the Board of the Company.
9.
Confidential Information.
9.1. The Executive acknowledges that, in connection with his
employment
at the Company, he
obtained knowledge
about confidential
and
proprietary
information and trade
secrets of the Company, including but
not
limited to lists of customers and vendors, technical information
about
Company
products and services,
strategic plans of the Company relating to
its
information
services business a
