Exhibit
10.2
TERMINATION AND SETTLEMENT
AGREEMENT
THIS TERMINATION AND SETTLEMENT AGREEMENT
(this “ Agreement ”), dated as of May 6, 2009,
by and among SWK Technologies, Inc.. , a Delaware
corporation with offices at 5 Regent Street, Suite 520, Livingston,
NJ 07039 (the “ Company ”), Jeffrey
D. Roth, an individual with offices at 5 Regent Street, Suite 520,
Livingston, NJ 07039 (“ Roth
”), Jerome R. Mahoney, an individual with offices at 750
Route 34, Matawan, NJ 07747 (“ Mahoney
”), Trey Resources, Inc., a Delaware corporation with offices
at 5 Regent Street, Suite 520, Livingston, NJ 07039
(“ Trey ”), (collectively referred to as the
“Parties”).
WITNESSETH
WHEREAS , contemporaneously with the execution and
delivery of this Agreement, Roth, the Company, Trey and Mahoney are
entering into a Securities Purchase Agreement dated the date
hereof, whereby Roth will be purchasing and the Company will be
selling shares of the Company Common Stock equal to 20% of the
outstanding shares of the Company, and thereafter upon receipt of
payment for the Common Stock, the Company will remit to Trey, the
owner of 80% of the fully-diluted outstanding common stock of the
Company, the sum of $150,000 as a management fee;
WHEREAS , upon receipt of $150,000, Trey will pay
Mahoney the sum of One Hundred and Seventeen Thousand and Five
Hundred Dollars ($117,500) (the “Mahoney Payment”),
such sum to be in full and total satisfaction of any and all
outstanding obligations that exist or may exist between Mahoney and
Trey;
WHEREAS , in consideration for the Mahoney Payment,
Mahoney has agreed to terminate all agreements by and between Trey
and himself and to resign as an officer and/or director of the
Company and Trey;
WHEREAS , in consideration for the Mahoney Payment, some
of the Parties hereto have agreed to release Mahoney from any past
and/or present claims they may assert against him;
NOW, THEREFORE , in consideration of the mutual covenants,
other agreements contained in this Agreement and upon receipt by
Mahoney of the Mahoney Payment via wire transfer to an account of
his designation, the Parties hereby agree as follows:
1. Mahoney and Trey
mutually agree to terminate the Employment Agreement dated
September 23, 2004, as amended (the “Employment
Agreement”).
2. Mahoney hereby
resigns as an employee, officer, consultant and/or director of Trey
and the Company.
3. Mahoney hereby
forgives and extinguishes: (i) any accrued and unpaid
compensation owed to him by either Trey and/or the Company, (ii)
any and all obligations of Trey pursuant to the Employment
Agreement, (iii) any and all other debt obligations owed to him by
Trey and/or the Company, and (iv) any and all obligations of any
type, known or unknown, contingent or otherwise, owed to him by
either Trey and/or the Company.
4. Trey, the Company,
and Roth, hereby, knowingly, voluntarily and
unconditionally release, forever discharge, and covenant not to sue
Mahoney from or for any and all claims, causes of action, demands,
suits, debts, obligations, liabilities, damages, losses, costs and
expenses (including attorneys’ fees) of every kind or nature
whatsoever, known or unknown, actual or potential, suspected or
unsuspected, fixed or contingent, that such party has or may have
through the date hereof arising out of or relating to
Mahoney’s position as an officer, director, consultant and/or
shareholder of Trey and/or the Company (the “Mahoney
Relationship”), or resulting from any act or omission, error,
negligence, breach of contract, tort, violation of law,
discrimination, matter or cause whatsoever arising from the Mahoney
Relationship, from the beginning of time through the date hereof;
provided, however, that the foregoing release shall not apply to
any claims arising out of this Agreement.
5. Trey, the Company,
and Mahoney, hereby, knowingly, voluntarily and unconditionally
release, forever discharge, and covenant not to sue Roth from or
for any and all claims, causes of action, demands, suits, debts,
obligations, liabilities, damages, losses, costs and expenses
(including attorneys’ fees) of every kind or nature
whatsoever, known or unknown, actual or potential, suspected or
unsuspected, fixed or contingent, that such party has or may have
through the date hereof arising out of or relating to
Roth’s position as an officer, director,
consultant and/or shareholder of Trey and/or the Company (the
“Roth Relationship”), or resulting from any act or
omission, error, negligence, breach of contract, tort, violation of
law, discrimination, matter or cause whatsoever arising from the
Roth Relationship, from the beginning of time through the date
hereof; provided, however, that the foregoing release shall not
apply to any claims arising out of this Agreement.
6. Mahoney hereby,
knowingly, voluntarily and unconditionally releases, forever
discharges, and covenants not to sue Trey from or for any and all
claims, causes of action, demands, suits, debts, obligations,
liabilities, damages, losses, costs and expenses (including
attorneys’ fees) of every kind or nature whatsoever, known or
unknown, actual or potential, suspected or unsuspected, fixed or
contingent, that such party has or may have through the
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