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YPCorp.
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4840
East Jasmine
Street
Mesa,
AZ 85205
Phone:
480-654-9646
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SEPARATION
AGREEMENT & GENERAL RELEASE
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CONFIDENTIAL
Name
Chris Broquist
10242
Farralone Ave.
Chatsworth,
CA 91311
Re: Separation
Agreement and General Release
Dear
Chris
This
letter proposes the following Separation Agreement and General Release
("Agreement") between Chris Broquist
("Broquist") and YP Corp. ("Company") regarding the terms of your separation
from YP Corp, Inc.
I. Background
A. Broquist
was employed on August 16, 2004 by the Company as CFO. Broquist and Company
have
agreed to terminate the employment relationship on an amicable
basis.
B. On
February 28, 2006, Broquist's employment with the Company will be
terminated.
II. Terms
of Agreement
In
order
to effect the termination of Broquist's employment and for other good and
valuable consideration the receipt
and adequacy are hereby acknowledged by the parties, Broquist and Company
agree
as follows:
1. This
Agreement shall not be in any way construed as an admission by Company that
it
has acted wrongfully with
respect to Broquist, or that Broquist has any rights whatsoever against the
Company.
2. Even
if
Broquist does not sign this Agreement, without limiting any of Broquist's
other
rights and entitlements,
Company will pay Broquist the compensation that was earned through the date
of
termination, and
any
accrued vacation benefits. Similarly, even if Broquist does not sign this
Agreement, you will be offered benefits
to which you are entitled under the Consolidated Omnibus Budget Reconciliation
Act of 1985 ("COBRA").
3. In
exchange for the mutual promises contained in this Agreement and the mutual
release of claims as set forth
below, and provided that Broquist signs this agreement and returns it to
me by
January 18, 2006 and does
not
revoke this Agreement as set forth in Paragraph 11 (d), the Company
agrees:
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a.
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The
Company will pay Broquist a severance package consistent with Broquist's
contract of employment,
namely:
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1)
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Six
months compensation on or before March 3, 2006 (this is in addition
to
compensation through and including February 28,
2006)
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2)
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Six
months health benefits starting March 1,
2006.
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3)
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Allow
the continued vesting of Broquist's restricted stock subject to
Broquist
agreeing to a Non-compete/ Non-Solicitation attachment over the
next two
years.
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b.
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On
behalf of the Company and anyone claiming through the Company,
irrevocably
and unconditionally to release, acquit and forever discharge Broquist
and/or his successors, heirs, assigns, representatives, attorneys
and
other advisors, past and present, and anyone claiming through them
(hereinafter "Company Releasees" collectively), in each's individual
and/or corporate capacities,
from any and all claims, liabilities, promises, actions, damages
and the
like, known or unknown,
which the Company has or ever had against any of the Company Releasees
arising out of
or relating to your employment with the Company and/or the termination
of
your employment with
the Company.
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c.
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That
the Company shall not bring any legal action against any of the
Company
Releasees for any claim waived and released under this Agreement
and that
the Company represents and warrants that no such claim has been
filed to
date. The Company further agrees that should the Company bring
any type of
administrative or legal action arising out of claims waived under
this
Agreement, the
Company will bear all legal fees and costs, including those of
the Company
Releasees.
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d.
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To
defend, indemnify, save and hold harmless Broquist and the other
Company
Releasees from and against any and all claims, liabilities, actions,
damages, loss, costs, expenses (including attorneys'
fees, whether in the context of litigation or otherwise) and the
like
suffered or sustained by Broquist in any way arising out of, by
reason of
or in connection with Broquist's employment by the
Company, including, without limitation, any acts or omissions by
Broquist,
except for acts or omissions due to fraud, intentional misconduct
or gross
negligence. Broquist shall have the right to be represented by
independent
legal counsel in any such matter, the costs and expenses of which
shall be
covered by and included within the aforesaid indemnification
obligation.
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4. In
consideration of the mutual promises contained in this Agreement and the
mutual
release of claims and indemnification
as set forth below, Broquist agrees:
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a.
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Broquist
will assume the lease payments for the BMW leased vehicle currently
in
your care and undertake
to take full responsibility for the lease through completion of
same.
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b.
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Broquist
will give notice of 'Move out" to the landlord of the Condo currently
leased on his behalf by
Company.
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c.
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Broquist
will discharge duties, on a non-exclusive basis, consistent with
his role
as CFO in the preparation
of the Form 10-Q, for the quarterly period ended December 31, 2005,
using
all reasonable efforts to have the Form 10-Q filed with the SEC
in a
timely manner.
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d.
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Provided
that the Form 10-Q is prepared consistent with good practice and
in
compliance with all applicable
laws and regulations and is not materially false or misleading
in any
respect, Broquist will review and subsequently sign the Form 10-Q
as
CFO.
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e.
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On
behalf of Broquist and anyone claiming through you, irrevocably
and
unconditionally to release, acquit and forever discharge the Company
and/or its parent corporation, subsidiaries, divisions, predecessors,
successors and assigns, as well as each's past and present officers,
directors, employees, shareholders, trustees, joint venturers,
partners,
and anyone claiming through them (hereinafter "Broquist Releasees"
collectively), in each's individual and/or corporate capacities,
from any and all claims, liabilities, promises, actions, damages
and the
like, known or unknown,
which you ever had against any of the Broquist Releasees arising
out of or
relating to your employment with the Company and/or the termination
of
your employment with the Company, other than claims arising out
of this
Agreement (including, without limitation, with respect to Company's
obligations set forth in paragraph 3 above) which are not released
hereby.
The
released claims include, but are not limited to: (1) employment
discrimination (including claims
of sex discrimination and/or sexual harassment) and retaliation
under
Title VII (42 U.S.C.A. 2000e
etc.) and under 42 U.S.C.A. section 1981 and section 1983, age
discrimination under the Age Discrimination in Employment Act (29
U.S.C.A.
sections 621-634) as amended, under any relevant state statutes
or
municipal ordinances; (2) disputed wages; (3) wrongful discharge
and/or
breach
of any alleged employment contract; and (4) claims based on any
tort, such
as invasion of privacy,
defamation, fraud and infliction of emotional
distress.
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f.
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That
Broquist shall not bring any legal action against any of the Broquist
Releasees for any claim waived
and released under this Agreement and that you represent and warrant
that
no such claim has
been filed to date. You further agree that should you bring any
type of
administrative or legal action arising out of claims waived under
this
Agreement, you will bear all legal fees and costs, including
those of the Broquist
Releasees.
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Page
3 of
5
5. Broquist
agrees to refer any and all reference checks to the Company Human Resources
Department and you
know
that any such references will be limited to confirmation of your dates of
employment and last position held.
The
obligation under this Paragraph is separable and any failure by the Company
to
perform the obligation in this Paragraph will only give rise to an action
to
enforce this Paragraph.
6. This
agreement shall be binding on the parties and upon their heirs, administrators,
representatives, executors,
successors and assigns and shall inure to their benefit and to that of their
heirs, administrators, representatives,
executors, successors and assigns.
7. On
or
before February, 28 2006, Broquist will return to an officer of the Company,
all
of the Company's property
in your possession including, but not limited to its proprietary, non-public
financial records, work- papers, customer lists, mailing lists, account
information, samples, prototypes, price lists and pricing information, any
phone
cards, cellular phone, and all of the tangible and intangible property belonging
to the Company
and relating to his employment with Company. Broquist further represents
and
warrants that he has not
retained any copies, electronic or otherwise, of such property.
8. Each
of
the Company and Broquist will cooperate fully with the other in its defense
of
or other participation in
any
administrative, judicial or other proceeding arising from any charge, complaint
or other action which has been
or
may be filed.
9. Public
or
Private Statements. Broquist and Company will each refrain from making any
public or private statements
or comments, disparaging or otherwise, whether orally, in writing, or
transmitted electronically (including
e-mail or postings on Internet chat boards), concerning or in any way related
to
the other, its business,
its prospects, its services, its current or former officers, directors or
consultants, or the Internet or online
Yellow Pages industry that may, directly or indirectly, have a material adverse
effect upon the other's business,
prospects or goodwill or its reputation or that of its employees, officers,
or
directors.
10. Broquist
also acknowledges that he has been informed pursuant to the federal Older
Workers Benefit Protection
Act of 1990 that:
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a.
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he
has the right to consult with an attorney before signing this
Agreement;
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b.
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He
does not waive rights or claims under the federal Age Discrimination
in
Employment Act that may
arise after the date this waiver is
executed.
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c.
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He
has twenty-one (21) days from the date of this letter to consider
this
Agreement;
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d.
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He
has seven (7) days after signing this Agreement to revoke the Agreement,
and the Agreement will
not be effective until that revocation period has
expired.
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11. The
provisions of this Agreement are severable. If any provision is held to be
invalid or unenforceable, it shall not affect the validity or enforceability
of
any other provision.
12. This
Agreement sets forth the entire agreement between Broquist and Company and
supersedes any and all prior oral or written agreements or understandings
between Broquist and Company concerning the subject matter
of
this Agreement. This Agreement may not be altered, amended or modified, except
by a further written document signed by Broquist and Company.
13. Broquist
represents that he fully understands his right to review all aspects of this
Agreement with an attorney of his choice, that he has had the opportunity
to
consult with an attorney of his choice, that he has carefully read and fully
understood all the provisions of this Agreement and that he is freely, knowingly
and voluntarily entering into this Separation Agreement and General
Release.
If
Broquist is willing to enter into this Agreement, please signify his acceptance
in the space indicated below, and return to me by January 18 2006 As I noted
earlier, this Agreement will not become effective, and none of
the
severance benefits in Paragraph 3 will be applicable, until seven (7) days
after
the date you sign this Agreement.
PLEASE
READ CAREFULLY. YOU ARE GIVING UP ANY LEGAL CLAIMS THAT YOU HAVE AGAINST
THE
COMPANY
BY SIGNING THIS AGREEMENT.
YP
Corp.,
/s/
Daniel L Coury
Daniel
L
Coury
Chairman
of the Board
Accepted
and agreed to on this 19th
day of
January,
2006.
/s/
L.
Chris Broquist
Name
Witness: /s/
Catherine M. Lurk
Date: 1-19-06
NON-COMPETE,
NON-SOLICITATION ATTACHMENT
n Non-Competition.
Broquist
will not, either individually or in connection with another entity
or
any third-party, compete with the Company or participate in the development
of a
product or the provision
of services that reasonably could be deemed to be competitive with any of
the
Company's products, services
or lines of business in existence on the date of execution hereof, for a
period
of 18 months from the February
28, 2006 (the "Effective Date"). The Company's business, products, services
or
lines of business are specifically
defined as the creation and production of an online business directory similar
to the printed Yellow Pages. This provision will only apply to entities that
derive more than 10% of their revenues from competitive business
activities. The foregoing shall not preclude Broquist from acquiring not
more
than 10% of the equity of
any
entity that engages in competitive business practices.
n Non-Solicitation
n Non-Solicitation
of Customers.
Broquist, whether personally or as an agent, employee,
consultant, or in any other capacity on behalf of any person or entity, will
not, for a period of 18 months
from the Effective Date, directly or indirectly solicit, do business with,
call
upon, handle, deliver products
or render services to any active or prospective Customer (as defined below)
of
the Company, for the purpose
of soliciting or selling such Customer products or services that are the
same as
or similar to, the products
or services that the Company provides on the date of execution hereof, as
defined above. For purposes
of this paragraph, "Customer" shall mean the corporate customer itself, the
representatives of the corporate
customer, and any affiliated entity of the corporate customer.
NON-SOLICITATION
OF EMPLOYEES AND INDEPENDENT CONTRACTORS.
FOR A
PERIOD OF 18 MONTHS FROM THE EFFECTIVE DATE, BROQUIST WILL, NOT, EITHER ALONE
OR
AS AN AGENT,
EMPLOYEE, PARTNER, REPRESENTATIVE, AFFILIATE, OR IN ANY OTHER CAPACITY
ON BEHALF OF ANY PERSON OR ENTITY, DIRECTLY OR INDIRECTLY, SOLICIT, INDUCE,
OR
RECRUIT ANY COMPANY EMPLOYEE OR INDEPENDENT CONTRACTOR THAT PROVIDED SERVICES
TO
THE COMPANY ON THE DATE OF EXECUTION HEREOF TO END ITS
RELATIONSHIP WITH COMPANY FOR THE PURPOSE OF HAVING SUCH COMPANY EMPLOYEE
OR
INDEPENDENT CONTRACTOR ENGAGE IN SERVICES THAT ARE THE SAME AS, SIMILAR TO
OR
RELATED TO THE SERVICES THAT SUCH COMPANY EMPLOYEE OR INDEPENDENT CONTRACTOR
PROVIDED FOR COMPANY.
Accepted
and agreed to on this 19th
day of
January,
2006.
/s/
L.
Chris Broquist
Name
Witness: /s/
Catherine M. Lurk
Date: 1-19-06