"...The term of the Consulting Agreement
commences January 1, 2001 and ends on March 31, 2001.."
Or in complete context,
ITEM 5. OTHER EVENTS. page 4
"On November 22, 2000, Robert P. Gordon entered into a Separation Agreement
with the Registrant, providing for the resignation of Mr. Gordon as an officer
and director of the Registrant. The resignation became effective upon the
closing of the Reorganization described in Item 2, above. Pursuant to the
Separation Agreement, the Registrant assigned its rights and obligations under
the December 4, 1998 Employment Agreement between Mr. Gordon and the Registrant
to Perch, Inc., a Florida corporation. Pursuant to the Separation Agreement, the
Registrant assigned its rights and interests in debts owed to the Registrant by
Mr. Gordon, in the aggregate amount of $1,322,066. On November 27, 2000, and as
contemplated by the Separation Agreement, the Registrant entered into a
Consulting Agreement with Mr. Gordon. The term of the Consulting Agreement
commences January 1, 2001 and ends on March 31, 2001.
===========================
Additional context,
per Exhibit 10.28 Separation Agreement
1. SEPARATION.
a. Executive hereby resigns, effective on the date
of the closing of Company's acquisition of The Affinity
Group, Inc. (the "Employment Resignation Date"), from
the following positions:
(i) Chairman and Chief Executive Officer of Company;
(ii) a director of Company;
(iii) a director and officer of any of Company's subsidiaries.
b. Company hereby assigns to Perch, without recourse,
all rights, title, and interest of Company under the
Gordon Executive Employment Agreement and all obligations,
duties, promises, covenants, representations and
warranties of Company arising thereunder after the
Employment Resignation Date, including, but not limited
to, all salary and other compensation and benefits,
but excepting those obligations, duties,promises,
covenants, representations and warranties of Company
expressly and specifically reserved to Company in this Agreement.
g. Part I of Exhibit B lists all Company securities
owned by Executive. Executive hereby forfeits
certain of these securities as set forth in Part II
of Exhibit B.
h. Executive hereby acknowledges that he has removed
from Company's offices at 100 Second Avenue South,
Suite 1000, St. Petersburg, Florida 33701, all
personal effects, artwork, furniture, fixtures and
equipment belonging to him, including, without
limitation, the office, and Executive hereby
relinquishes all claim, right, title and interest
in and to the personal effects, artwork, furniture,
fixtures and equipment presently situated in Company's
offices at 100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
2. CONSIDERATION PROVIDED TO EXECUTIVE. In consideration
of the actions,covenants and releases of Executive
and Perch made in this Agreement, Company shall pay
to Executive or perform the following:
a. Executive will be paid $75,000 by December 31, 2000,
with $20,000 of this amount due within five business
days after the Employment Resignation Date.
b. Simultaneously upon the full execution and delivery
of this Agreement by Executive, Company and Executive
will enter into a Consulting Agreement in the form
attached hereto as Exhibit C.
4. EXECUTIVE'S RELEASE OF ALL CLAIMS. In consideration
of this Agreement and the consulting agreement
attached hereto as Exhibit C, including, but not limited
to, the mutual, binding promises contained herein and
in the consulting agreement, and intending to be legally
bound thereby, Executive, on behalf of himself,
his executors, legatees, devisees, administrators
successors, and assigns, does hereby irrevocably,
forever and unconditionally release and forever
discharge Company and each of its past, present and
future stockholders, agents, directors, officers,
executives, representatives, attorneys, and its
predecessors, successors, parents, affiliates,
insurers, heirs, executors, administrators and assigns,
and all persons acting by, through, under or in concert
with any of them (collectively referred to herein as the
"Company Released Parties"), of and from any and all
actions, causes of action, suits, debts, judgments,
charges and expenses (including attorneys' and paralegal
fees and costs at all levels of dispute resolution), of
any nature whatsoever, asserted or unasserted, known or
unknown, ("Claims"), which Executive ever had, now has,
or hereafter may have against the Company Released
Parties, in any way arising out of or related to
Executive's employment and/or other capacity and/or
service as a director and/or otherwise with Company
and/or any of its subsidiary and/or affiliated
entities and/or the termination of his employment
and/or other capacities and/or services with Company
and/or its subsidiary and affiliated entities.
1. SECURITIES FORFEITED BY EXECUTIVE
(i) 500,000 of the options described above
in Part I, 2(i), including the 400,000 options not
yet vested.
(ii) The 300,00 options described above in
Part I, 2(ii g. Part I of Exhibit B lists all
Company securities
Section 10.29 Consulting Agreement
1. SERVICES.
1.1 Company hereby contracts with Gordon to provide:
(i) assistance in procuring United Cerebral Palsy's
performance of its agreement with the Company;
and (ii) assistance in working with Joe King to promote
and close additional agreements with charitable
organizations similar to the Company's agreement
with United Cerebral Palsy (the "Services").
2. CONSIDERATION. In consideration of the performance
of the Services undertaken by Gordon pursuant to
this Agreement, Company shall pay to Gordon a fee of
Five Thousand ($5,000.00) Dollars per month for the
services rendered by Gordon to Company.
3. TERM. The term of this Agreement shall commence
on January 1, 2001 and end on March 31, 2001.
=================================
So Ditch this "big" consulting agreement is for
$15,000 for three months so that Gordon gives up any
and all claims, while helping to follow through
on UCP deals, and simultaneously forfeits 800,000 options.
PLEASE READ THE WHOLE DAMN THING BEFORE YOU TRY
TO TAKE THINGS OUT OF CONTEXT TO PUT YOUR ADVERSE
SPIN ON THEM.
Not at all sweet for Rob. Looks like
he got his butt kicked hard through the door
and down the steps. |
