EXHIBIT 10.2
Form of Severance Agreement
between
Protosource Corporation and
Raymond Meyers.
Mutual Severance Agreement
WHEREAS, PROTOSOURCE CORPORATION (PSC) and RAYMOND J. MEYERS (Meyers) have
previously entered into an employment agreement effective January 31, 1997 and
extended on December 1, 1998, whereby Meyers was employed as the Chief Executive
Officer, President, Chief Financial Officer and Secretary of PSC and;
Whereas, Meyers tendered his resignation to the Board of Directors at a
Special Meeting of the Board of Directors of PSC on November 3, 1999, effective
November 1, 1999, which resignation was accepted by resolution of the Board of
Directors present at the meeting, and;
Whereas, the Board of Directors approved by resolution the payment to
Meyers of his base salary for a ninety day period;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties agree as follows:
1. Effective November 1, 1999, Meyers is relieved of his duties and
obligations as Chief Executive Officer, President, Chief Financial Officer
and Secretary of PSC.
2. PSC agrees to pay Meyers a total sum of Thirty-Five Thousand dollars and
no/100 ($35,000.00) payable at the rate of $11,666.67 per month, or more,
commencing November 18, 1999, and continuing in twice monthly installments
of $5,833.33 on the 15TH AND 30TH day of each and every month thereafter,
or any other intervals as determined by PSC, but not less than monthly,
until paid in full.
3. PSC agrees to pay Meyers all accrued vacation benefits on or before November
5, 1999.
4. PSC agrees to continue to provide Meyers with his health and dental
coverage at the existing coverage level until April 30, 2000. PSC will
extend all other existing benefits for a period of ninety days from the
execution date of this Agreement.
5. PSC agrees to grant Meyers a total of 20,000 PSC stock options for MicroNet
Services acquisition activities, goodwill associated with past performance
and resigning from the Board of Directors as of January 31, 2000. The
general terms of the stock options are as follows:
Granting date: November 1, 1999
Vesting period: 90 days
Purchase Price $6.00 per share
Term: 5 years
PSC will prepare a written option agreement to be duly executed by PSC and
Meyers within fourteen days from the execution date of this Agreement.
6. PSC agrees to pay Meyers a cash bonus based on the increase of the top line
corporate gross revenue from the third quarter 1999 to fourth quarter 1999.
The bonus will be calculated using the bonus schedule contained in the
December 1998 CEO Incentive Compensation Plan and will be paid immediately,
but no later than February 28, 2000, after the fourth quarter revenue total
is finalized.
7. PSC agrees to grant Meyers a total of 2,500 additional PSC stock options,
under the same terms listed in section 5, if within the ninety days from
the execution date of this Agreement Meyers works out a mutually agreeable
exercise plan for Meyers' existing 36,667 PSC stock options with Andrew,
Alexander, Wise and Company, Inc.
8. In consideration for the consideration set forth in this Agreement
and the mutual covenants of PSC and Meyers, Meyers hereby releases, acquits
and forever discharges PSC, its affiliated corporations and entities, its
and their officers, directors, agents, representatives, servants,
attorneys, employees, stockholders, successors and assigns, of and from any
and all claims, liabilities, demands, causes of action, costs, expenses,
attorneys' fees, damages, indemnities and obligations of every kind and
nature, in law, equity, or otherwise, known or unknown, arising before the
date of this Agreement from Meyers' employment with PSC and his service on
the Board of Directors of PSC or the termination of that employment and
service, including claims or demands related to salary, bonuses,
commissions, stock, stock options, or any ownership interests in PSC,
vacation pay, personal time off, fringe benefits, expense reimbursements,
severance benefits, or any other form of compensation.
9. In consideration of the execution of this Agreement and the mutual
covenants of PSC and Meyers, PSC and its officers, directors and other
affiliates hereby release, acquit and forever discharge Meyers, his heirs,
assigns, beneficiaries, spouses, personal representatives, executors,
agents, and attorneys, of and from any and all claims, liabilities,
demands, causes of action, costs, expenses, attorneys' fees, damages,
indemnities and obligations of every kind and nature, in law, equity, or
otherwise, known or unknown, arising from or related to the performance and
discharge of his duties as a director, officer or employee or as a
stockholder of PSC.
10. PSC further agrees to hold harmless and indemnify Meyers, his heirs,
assigns, beneficiaries, spouses, personal representatives, executors,
agents, and attorneys, of and from any and all claims, liabilities,
demands, causes of action, costs, expenses, attorneys' fees, damages,
indemnities and obligations of every kind and nature, in law, equity, or
otherwise, arising from or related to the performance and discharge of his
duties as a director, officer or employee or other agent of PSC.
11. The considerations exchanged herein do not constitute and shall not be
interpreted as an admission of liability or guilt on the part of either
party under any local, state, or federal statute, ordinance, regulation or
order, or any contract, or under common law. This Agreement results from
the desire by the parties to resolve expeditiously Meyers' separation from
PSC and any disputed issues of law and fact which may surround his
employment and separation of employment from PSC. The parties deny any and
all allegations that may be made of wrongdoing of any kind regarding
Meyers' employment and separation of employment from PSC.
12. PSC hereby represents and warrants that all appropriate corporate action
has been taken to approve this Agreement and the party signing on behalf of
PSC has full authority to bind PSC to its terms.
EXECUTED THIS 3RD day of November, 1999.
PROTOSOURCE CORPORATION
BY: /S/WILLIAM CONIS /S/RAYMOND J. MEYERS
William Conis Raymond J. Meyers
BY: /S/ MICHAEL GALES
Michael Gales
BY: /S/ ANDREW STATHOPOULOS
Andrew Stathopoulos