TERMINATION AND SETTLEMENT AGREEMENT
TERMINATION AND SETTLEMENT AGREEMENT, dated as of March 13, 2000 by and between
Progressive Telecommunications Corporation, a Nevada corporation ("Progressive")
and Robert Thompson ("Thompson").
W I T N E S S E T H
WHEREAS, Progressive and Thompson agree that it is in their respective best
interests to terminate, effective immediately, Thompson's consulting and
advisory agreements between Progressive and Thompson (the "Agreements"),
pursuant to the terms and conditions provided herein.
NOW, THEREFORE, IT IS AGREED:
1. Each of Progressive and Thompson agree as follows:
(a) Thompson's role as a consultant to Progressive terminates effective the date
hereof.
(b) All Agreements, whether written or oral, are terminated and of no further
force and effect, effective the date hereof.
(c) Thompson agrees to accept, in lieu of all compensation and other
consideration for services rendered to Progressive an undertaking by Progressive
to register the shares previously issued to Thompson a Registration Statement on
Form S-8.
2.Thompson irrevocably, unconditionally and generally releases and forever
discharges Progressive and each of Progressive's direct or indirect affiliates,
investors, partners, officers, directors, partners, employees and agents from
any and all claims, liabilities , demands and causes of action known or unknown,
fixed or contingent, which Thompson claimed in the past, or now claims, or may
be able to claim in the future against any of them arising directly or
indirectly out of Thompson's employment as consultant therewith or the
termination of such employment, or Thompson's ownership of any equity or other
interest therein or any right to the same, including but not limited to all
claims which Thompson does not know or suspect at this time to exist and which,
if known, would materially affect this release. Thompson hereby covenants not
to file a lawsuit or demand for arbitration to assert any such claim. This
release includes a release of any and all claims for violation of any federal,
state or municipal statute, including but not limited to claims arising under
federal, state, or local laws prohibiting employment discrimination, Title VII
of the Civil Rights Act 0f 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967 and the Americans with Disabilities
Act. This release does not release any claim Thompson may have against
Progressive for a breach of any provision of this Agreement. Thompson
acknowledges that the consideration given for the waiver and release agreements
set forth herein and elsewhere in this Agreement, which consideration was
factored into the compensation to be received by Thompson as a consultant to
Progressive as provided in Section (c) above, are in addition to anything of
value to which Thompson was already entitled.
3. Progressive, on behalf of itself and each of its direct or indirect
affiliates, shareholders, investors, officers, directors, partners, employees
and agents irrevocably, unconditionally and generally releases and forever
discharges Thompson from any and all claims, liabilities, demands and cause of
action known or unknown, fixed or contingent, which Progressive claimed in the
past, or now claims, or may be able to claim in the future against Thompson
arising directly or indirectly out of Thompson's employment therewith, including
but not limited to all claims which Progressive does not know or suspect at this
time to exist and which, if known, would materially affect this release.
Progressive hereby covenants not to file a lawsuit or demand for arbitration to
assert any such claim. This release does not release any claim Progressive may
have against Thompson for a breach of any provision of this Agreement.
4. Thompson agrees to cooperate with Progressive in connection with any
litigation involving Progressive in which Thompson may be needed as a witness.
Such cooperation by Thompson will be provided at no charge to Progressive,
subject to scheduling at mutually convenient times (subject to court directives)
except that Progressive will reimburse Thompson, upon documentation, for his
reasonable out-of-pocket expenses should he be required to travel for a
deposition or trial testimony.
5. Notwithstanding Sections 2 and 3 above, the terms of a separate
indemnification agreement shall survive delivery of this Agreement.
7. Thompson acknowledges that he has had the opportunity to review this
Agreement with legal counsel of his choosing, is knowingly making the releases
herein, and is entering into this Agreement of his own free will.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed as of the day and year first above written.
PROGRESSIVE TELECOMMUNICATIONS
CORPORATION
By: /s/ Barry L. Shevlin
Barry L. Shevlin, President
/s/ Robert Thompson
Robert Thompson
Robert Thomson Agreement 1
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