-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EzJUVKbNQiXvZzQvIwqAczRWSAzhPmgb+aUnvaOXbVLICULqqlN7XDNajrQYSgmN ok33AbutTcJqSTS7YrQs3g== 0001144204-05-001330.txt : 20050114 0001144204-05-001330.hdr.sgml : 20050114 20050114172604 ACCESSION NUMBER: 0001144204-05-001330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041223 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050114 DATE AS OF CHANGE: 20050114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALYPSO WIRELESS INC CENTRAL INDEX KEY: 0000719729 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 650882255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08497 FILM NUMBER: 05531557 BUSINESS ADDRESS: STREET 1: 5979 NW 151ST STREET CITY: MIAMI LAKES STATE: FL ZIP: 33014 BUSINESS PHONE: 7136547777 MAIL ADDRESS: STREET 1: 5979 NW 151ST STREET CITY: MIAMI LAKES STATE: FL ZIP: 33014 FORMER COMPANY: FORMER CONFORMED NAME: KLEER VU INDUSTRIES INC/DE/ DATE OF NAME CHANGE: 19920703 8-K 1 v011239_8k.txt - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- FORM 8-K ----------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest reported): DECEMBER 23, 2004 CALYPSO WIRELESS, INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) DELAWARE 001-08497 13-5671924 (State or other jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification Number) 5973 NW 151ST STREET, MIAMI LAKES, FLORIDA 33014 (Address of principal executive offices) 305-828-3418 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.) |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c)) 1 SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 27, 2004, the Company entered into a Separation Agreement and Mutual Release wherein Ricardo Alvarez resigned as Chief Executive Officer and President, and the Company and Mr. Alvarez released each other from any claims. The Company has agreed as a severance package to pay to Mr. Alvarez a total of $150,000 and the issuance of 25,000 shares of stock pursuant to a Consulting Agreement dated October 3, 2003. On January 5, 2005, the Company entered into a Separation Agreement and Mutual Release wherein Oscar Rosales resigned as a Director. The Company and Mr. Rosales released each other from any claims. The Company has agreed as a severance package to pay to Mr. Rosales a total of $15,000 and the issuance of 5,000 shares of stock. SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF PRINCIPAL OFFICERS By unanimous written consent of the Board of Directors in lieu of a meeting of the Company dated as of December 23, 2004, Oscar Rosales was elected to fill a vacancy through December 22, 2005. On December 27, 2004 by unanimous consent of the Board of Directors in lieu of a meeting, Julietta Moran was elected as Director of the Company. On December 28, 2004, Ricardo A. Alvarez submitted his resignation from the Board of Directors of the Company and further resigned from his position as President and Chief Executive Officer. The Company, by unanimous written consent of the Board of Directors in lieu of a meeting, accepted the resignation and authorized the Company to enter into a Separation and Mutual Release dated as of December 27, 2004. There is no disagreement with Mr. Alvarez of a nature that would be required to be disclosed pursuant to Item 5.02(a) of this Form 8-K. By unanimous written consent of the Board of Directors in lieu of a meeting, dated as of December 28, 2004, George Schilling was appointed as President and Chief Executive Officer until such time as a successor is appointed and qualified by the Board of Directors. At the present time, the terms and conditions of Mr. Schilling's employment are in negotiation and no formal agreement has yet been reached with the corporation. On January 5, 2005 at a meeting of Directors, Oscar Rosales submitted his resignation as Director which was accepted by the Board of Directors. There is no disagreement with Mr. Rosales of a nature that would be required to be disclosed pursuant to Item 5.02(a) of this Form 8-K. Ms. Moran has not served as a director in any other reporting company. Ms. Morgan has no family relationships with any executive officer. As disclosed in Section 1, Item 1.01, separation agreements were entered into with both Mr. Alvarez and Mr. Rosales upon their resignation. GEORGE J. SCHILLING - PRESIDENT AND CEO Mr. Schilling's experience includes consulting and management positions with many international growth companies. He has acted as consultant for Calypso Wireless since its inception and assisted in the merger with Kleer View. For the past year he has held the position of Director of Corporate Communications and Director of Investor Relations. Mr. Schilling was semi-retired for two years before the engagement as consultant for Calypso. JULIETA J. MORAN - DIRECTOR From 2002 - 2004, Ms. Moran was a Financial Consultant and Legal Advisor to NICACOM, a telecommunication industry based out of Managua, Nicaragua. Ms. Moran was in charge of managing the finance and the projects of the company to open multiple locations. From 2001 - 2002, Ms. Moran worked as a Consultant for a financial officer for a project sponsored by Interamerican Development Bank (BID) in which the governmental institution known as Ministry of Health needed to be restructured. She also served as a consultant for restructuring in financial for a governmental institution TELCOR in Managua, Nicaragua, which merged with ENITEL. From 1999 - 2001, Ms. Moran was a loan officer for Banco La Vivienda in Managua, Nicaragua. She was also a member of the credit committee and responsible for credit approval and resolution for home purchases. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER DESCRIPTION ------- ----------- 17.1 Resignation letter of Ricardo Alvarez, dated December 28, 2004 17.2 Resignation letter of Oscar Rosales, dated January 5, 2005 99.1 Separation Agreement and Mutual Release between Calypso Wireless and Ricardo Alvarez, President, CEO and Director, dated 12/27/04 99.2 Separation Agreement and Mutual Release between Calypso Wireless and Oscar Rosales, Director, dated 1/5/05 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Calypso Wireless, Inc. By: /s/ George Schilling ----------------------------- George Schilling, President Dated: January 14, 2005 EX-17.1 2 v011239_ex17-1.txt Exhibit 17.1 December 28, 2004 Board of Directors Calypso Wireless, Inc. 5753 NW 158th Street Miami Lakes, FL 33014 Dear Sirs: I hereby submit my resignation from the Board of Directors of Calypso Wireless, Inc. and From my position of President and Chief Executive Officer of the Corporation, effective immediately. Cordially, /s/ Ricardo A. Alvarez Ricardo A. Alvarez EX-17.2 3 v011239_ex17-2.txt Exhibit 17.2 To the Board of Directors Of Calypso Wireless, Inc. 5753 NW 158th St. Miami Lakes, Florida Pursuant to Separation Agreement and Mutual Release signed on this date, I hereby submit my resignation to the positions of Treasurer of the Board of Directors and Chief Financial Officer of Calypso Wireless, Inc., effective immediately. January 5, 2004 /s/ Oscar A. Rosales - -------------------- Oscar A. Rosales EX-99.1 4 v011239_ex99-1.txt Exhibit 99.1 CALYPSO WIRELESS, INC. SEPARATION AGREEMENT AND MUTUAL RELEASE This Separation Agreement and Mutual Release ("Agreement") is made by and between CALYPSO WIRELESS, INC. (the "Company"), and RICARDO ALVAREZ, CHIEF EXECUTIVE. Mr. Alvarez is currently the President and Chief Executive Officer of Calypso Wireless, Inc. and a member of the Board of Directors. The Company and Mr. Alvarez have mutually agreed to terminate their employment relationship, to release each other from any claims arising from or related to this relationship and to enter into this Agreement. In consideration of the mutual promises made herein and other valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows: 1. RESIGNATION AND TERMINATION OF EMPLOYMENT. The Parties agree and acknowledge that Mr. Alvarez will resign as Chief Executive Officer and President of the Company and from the Board of Directors effective the close of business on December 28, 2004 (the "Termination Date"). 2. EMPLOYEE BENEFITS. Mr. Alvarez will receive a lump sum payment of $150,000 payable according to the following schedule: (a) $50,000 payable upon receipt of resignation; (b) $100,000 outstanding balance will be paid in 6 monthly installments of ($16,666.66) payable on the last day of each month (commencing January 31, 2005) until full amount is paid;(1) - -------- (1) These payments shall be made by wire transfer or direct deposit to an account number provided by Ricardo Alvarez. (c) Certificates for 25,000 shares of stock pursuant to the terms of the consulting agreement executed on October 3, 2003; (d) Letter from the Board of Directors thanking Mr. Alvarez for his service to the Company and wishing him luck in his future endeavors; (e) Mr. Alvarez will receive his salary and benefits as an employee up to the date of termination (December 28, 2004). 3. NO OTHER COMPENSATION. The above represents the total sum of financial compensation due and owing to Mr. Alvarez. Both parties represent that Mr. Alvarez is not due any other compensation under an employment agreement signed on June 7, 2004 or under any other agreement that has ever been in existence up to and including the date of the signing of this Separation Agreement. 4. EMPLOYEE AND MUTUAL COVENANTS. (a) NO BREACHES OF DUTY. Mr. Alvarez represents and warrants that he has not breached his obligations to the Company or any of its subsidiaries or affiliates, or engaged in any violations of the Company's bylaws, provisions or rules and regulations issued by the Securities Exchange Commission or done anything which in any way, shape or form would constitute a breach of his fiduciary duties as a board member and/or as an officer of the Company. The parties acknowledge that this Agreement is being executed predicated upon this representation. (b) CONFIDENTIALITY OF TERMS. The Parties agree, on their own behalf and on behalf of their representatives, to keep the terms and amount of this Agreement completely confidential and that they will not hereafter disclose any such information concerning this Agreement to anyone, unless required or permitted to do so by law. Mr. Alvarez may disclose the terms of this Agreement to his spouse and his accountants, tax advisors or preparers, each of whom shall be required to maintain the confidentiality of this Agreement. The Company may disclose the terms of t his Agreement to certain of its employees who need to know, its board members, its accountants, lawyers, tax advisors or preparers, or other advisors who need to know, each of whom shall be required to maintain the confidentiality of this Agreement. All parties agree to disclose any information contained in this Agreement when and if necessary to do so to comply with regulations of the Securities and Exchange Commission. (c) NONDISPARAGEMENT. The Parties also agree that they will not, either directly or indirectly, hereafter make any defamatory, negative or denigrating comments of any type or nature whatsoever about each other (or the other Party's employees, officers, agents, consultants, affiliates, investors or business partners) to anyone under any circumstances. (d) AGREEMENT TO COOPERATE. Mr. Alvarez agrees to cooperate with the Board of Directors and any and all successor officers of the Company in insuring a smooth and efficient transition. This will include, but not be limited to, meeting with the Board and Officers prior to his termination to facilitate a transfer of leadership, Mr. Alvarez' agreement to provide to the Company prior to his termination any and all books, records, calendars, computer disks, documents, notes, manuals or any other materials that are the property of the Company. Mr. Alvarez further agrees to cooperate with the Company in its investigating, prosecuting or defending of claims, demands, charges, liabilities, causes of action or lawsuits or any other proceedings which relate to matters of which he has knowledge as a result of his employment with the Company. Mr. Alvarez will be required to provide to the Company immediately upon execution of this Agreement with any and all equipment, keys and identification that are the property of the Company. Any violations of the Employee and Mutual Covenants shall render this Agreement null and void. 5. RELEASE OF CLAIMS. In consideration for the obligations of both parties set forth in this Agreement and for other valuable consideration, Mr. Alvarez and the Company, on behalf of themselves, and their respective heirs, executors, officers, directors, employees, investors, stockholders, administrators and assigns, hereby fully and forever release each other and their respective heirs, executors, officers, directors, employees, investors, stockholders, administrators, parent and subsidiary corporations, predecessor and successor corporations and assigns, of and from any claim, duty, obligation or cause of action relating to any matters of any kind, presently known, that any of them may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation: (a) any and all claims relating to or arising from Mr. Alvarez' employment relationship with the Company and the termination of that relationship; (b) any and all claims relating to, or arising from, Mr. Alvarez' right to purchase, or actual purchase of shares of stock of the Company; (c) any and all claims for wrongful discharge of employment; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied, negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; negligence; and defamation; (d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1964, as amended, the Florida Fair Employment and Housing Act, as amended, the federal and state family leave acts, the Age Discrimination in Employment Act of 1967, the Older Workers' Benefit Protection Act, the Americans with Disabilities Act of 1990, and the Civil Rights Act of 1991); (e) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and (f) any and all claims for attorneys' fees and costs. The Company and Mr. Alvarez agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. 6. NON-COMPETE. In exchange for the valuable consideration received herein, Mr. Alvarez agrees that for a period of one year after the execution of this Agreement, he will not engage directly or indirectly in any employment of any form that could compete with the business interests of the Company. This includes, but is not limited to, consulting agreements and includes any employment with any employer whose business is of similar scope to the companies. 7. TRADE SECRETS. Mr. Alvarez agrees to keep confidential any and all proprietary information and trade secrets that he has acquired through his employment with the Company. Mr. Alvarez acknowledges that any disclosure of any proprietary or trade information that he acquired during the course of his employment with the Company would result in severe damages to the Company for which he would be accountable. 8. BREACH OF AGREEMENT. The Parties agree and acknowledge that upon breach by either Party of this Agreement, including the covenants contained in Sections 5, 6 or 7 above, the other Party would sustain irreparable harm, and, therefore, they agree that in addition to any other remedies that they may have under this Agreement or otherwise, each Party shall be entitled to obtain equitable relief, including specific performance and injunctive relief, restraining the other Party from committing or continuing any such breach or directing such Party to perform its obligations pursuant to this Agreement. 9. AUTHORITY. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Mr. Alvarez represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein. 10. NO REPRESENTATIONS. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement. 11. SEVERABILITY. In the event that any provision hereof becomes or is declared by a court or other tribunal of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. 12. ARBITRATION. The Parties shall attempt to settle all disputes arising in connection with this Agreement through good faith consultation. In the event no agreement can be reached on such dispute within thirty (30) days after notification in writing by either Party to the other concerning such dispute, the dispute shall be settled by binding arbitration to be conducted in Miami, Florida before an arbitrator to be mutually agreed upon. If the Parties cannot agree, they shall submit the matter to the presiding judge of Miami, Dade County, who shall select an arbitrator based on input from the Parties. The arbitration decision shall be final, conclusive and binding on both Parties and any arbitration award or decision may be entered in any court having jurisdiction. The Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties further agree that the prevailing Party in any such proceeding shall be awarded reasonable attorneys' fees and costs. The parties hereby waive any rights they may have to trial by jury in regard to arbitrable claims. 13. ENTIRE AGREEMENT. This Agreement, the exhibits hereto and the other agreements referenced in this Agreement (as such other agreements are amended by this Agreement), represent the entire agreement and understanding between the Company and Mr. Alvarez concerning Mr. Alvarez' separation from the Company, and supersede and replace any and all prior agreements and understandings concerning Mr. Alvarez' employment relationship with the Company, termination of that relationship, his compensation by the Company and his ownership and interests in any stock of the Company. 14. NO ORAL MODIFICATION. This Agreement may only be amended in writing signed by Mr. Alvarez and the Company. 15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida, without regard to its conflicts of law provisions. 16. EFFECTIVE DATE. This Agreement is effective upon execution by both Parties (the "Effective Date"). 17. COUNTERPARTS. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. 18. ASSIGNMENT. This Agreement may not be assigned by Mr. Alvarez or the Company without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement may be assigned by the Company to a corporation controlling, controlled by or under common control with the Company, including a successor to the Company, without the consent of Mr. Alvarez. 19. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. The Parties acknowledge that: (a) they have read this Agreement; (b) they have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice. (c) they understand the terms and consequences of this Agreement and of the releases it contains; and (d) they are fully aware of the legal and binding effect of this Agreement. The Parties have executed this Separation Agreement and Mutual Release on the respective dates set forth below. CALYPSO WIRELESS, INC. Dated as of December 27, 2004. /s/ Oscar Rosales - ------------------------- By: /s/ Oscar Rosales on Behalf of the Board of Directors /s/ Mike A. Pizzi, Jr., Esq. ---------------------------- Title: Witness: /s/ Julieta Moran - --------------------------- Julieta Moran Board Member RICARDO ALVAREZ, AN INDIVIDUAL Dated as of December 27, 2004 /s/ Ricardo Alvarez /s/ Mike A. Pizzi, Jr., Esq. - ---------------------------- ---------------------------- Ricardo Alvarez Witness: President/Chief Executive (Employee) EX-99.2 5 v011239_ex99-2.txt Exhibit 99.2 CALYPSO WIRELESS, INC. SEPARATION AGREEMENT AND MUTUAL RELEASE This Separation Agreement and Mutual Release ("Agreement") is made by and between CALYPSO WIRELESS, INC. (the "Company"), and OSCAR ROSALES, BOARD MEMBER. Mr. Rosales is currently a member of the Board of Directors. The Company and Mr. Rosales have mutually agreed to terminate their relationship, to release each other from any claims arising from or related to this relationship and to enter into this Agreement. In consideration of the mutual promises made herein and other valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows: 1. RESIGNATION AND TERMINATION. The Parties agree and acknowledge that Mr. Rosales will resign from the Board of Directors effective the close of business on January 6, 2005 (the "Termination Date"). 2. BENEFITS. Mr. Rosales will receive the following compensation: (a) $15,000 payable upon receipt of resignation; (b) Certificates for 5,000 shares of common stock restricted for 6 months; 3. NO OTHER COMPENSATION. The above represents the total sum of financial compensation due and owing to Mr. Rosales. Both parties represent that Mr. Rosales is not due any other compensation for any other services that he may have performed for the company in any capacity under any other agreement that has ever been in existence up to and including the date of the signing of this Separation Agreement. 4. MUTUAL COVENANTS. (a) CONFIDENTIALITY OF TERMS. The Parties agree, on their own behalf and on behalf of their representatives, to keep the terms and amount of this Agreement completely confidential and that they will not hereafter disclose any such information concerning this Agreement to anyone, unless required or permitted to do so by law. Mr. Rosales may disclose the terms of this Agreement to his spouse and his accountants, tax advisors or preparers, each of whom shall be required to maintain the confidentiality of this Agreement. The Company may disclose the terms of this Agreement to certain of its employees who need to know, its board members, its accountants, lawyers, tax advisors or preparers, or other advisors who need to know, each of whom shall be required to maintain the confidentiality of this Agreement. All parties agree to disclose any information contained in this Agreement when and if necessary to do so to comply with regulations of the Securities and Exchange Commission. (b) NONDISPARAGEMENT. The Parties also agree that they will not, either directly or indirectly, hereafter make any defamatory, negative or denigrating comments of any type or nature whatsoever about each other (or the other Party's employees, officers, agents, consultants, affiliates, investors or business partners) to anyone under any circumstances. (c) AGREEMENT TO COOPERATE. Mr. Rosales agrees to cooperate with the Board of Directors and any and all successor Directors of the Company in insuring a smooth and efficient transition. This will include, but not be limited to, Mr. Rosales' agreement to provide to the Company prior to his resignation any and all books, records, calendars, computer disks, documents, notes, manuals or any other materials that are the property of the Company. Mr. Rosales further agrees to cooperate with the Company in its investigating, prosecuting or defending of claims, demands, charges, liabilities, causes of action or lawsuits or any other proceedings which relate to matters of which he has knowledge as a result of his employment with the Company. Mr. Rosales will be required to provide to the Company immediately upon execution of this Agreement with any and all equipment, keys and identification that are the property of the Company. Any violations of the Employee and Mutual Covenants shall render this Agreement null and void. 5. RELEASE OF CLAIMS. In consideration for the obligations of both parties set forth in this Agreement and for other valuable consideration, Mr. Rosales and the Company, on behalf of themselves, and their respective heirs, executors, officers, directors, employees, investors, stockholders, administrators and assigns, hereby fully and forever release each other and their respective heirs, executors, officers, directors, employees, investors, stockholders, administrators, parent and subsidiary corporations, predecessor and successor corporations and assigns, of and from any claim, duty, obligation or cause of action relating to any matters of any kind, presently known, that any of them may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation: (a) any and all claims relating to or arising from Mr. Rosales relationship with the Company and the termination of that relationship; (b) any and all claims for wrongful discharge of employment; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied, negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; negligence; and defamation; (c) any and all claims for violation of any federal, state or municipal statute, including, but not limited to the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1964, as amended, the Florida Fair Employment and Housing Act, as amended, the federal and state family leave acts, the Age Discrimination in Employment Act of 1967, the Older Workers' Benefit Protection Act, the Americans with Disabilities Act of 1990, and the Civil Rights Act of 1991); (d) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and (e) any and all claims for attorneys' fees and costs. The Company and Mr. Rosales agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. 6. NON COMPETE. In exchange for the valuable consideration received herein, Mr. Rosales agrees that for a period of one year after the execution of this Agreement, he will not engage directly or indirectly in any employment of any form that could compete with the business interests of the Company. This includes, but is not limited to, consulting agreements and includes any employment with any employer whose business is of similar scope to the companies. 7. TRADE SECRETS. Mr. Rosales agrees to keep confidential any and all proprietary information and trade secrets that he has acquired through his employment with the Company. Mr. Rosales acknowledges that any disclosure of any proprietary or trade information that he acquired during the course of his employment with the Company would result in severe damages to the Company for which he would be accountable. 8. BREACH OF AGREEMENT. The Parties agree and acknowledge that upon breach by either Party of this Agreement, including the covenants contained in Sections 5, 6 or 7 above, the other Party would sustain irreparable harm, and, therefore, they agree that in addition to any other remedies that they may have under this Agreement or otherwise, each Party shall be entitled to obtain equitable relief, including specific performance and injunctive relief, restraining the other Party from committing or continuing any such breach or directing such Party to perform its obligations pursuant to this Agreement. 9. AUTHORITY. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Mr. Rosales represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein. 10. NO REPRESENTATIONS. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement. 11. SEVERABILITY. In the event that any provision hereof becomes or is declared by a court or other tribunal of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. 12. ARBITRATION. The Parties shall attempt to settle all disputes arising in connection with this Agreement through good faith consultation. In the event no agreement can be reached on such dispute within thirty (30) days after notification in writing by either Party to the other concerning such dispute, the dispute shall be settled by binding arbitration to be conducted in Miami, Florida before an arbitrator to be mutually agreed upon. If the Parties cannot agree, they shall submit the matter to the presiding judge of Miami, Dade County, who shall select an arbitrator based on input from the Parties. The arbitration decision shall be final, conclusive and binding on both Parties and any arbitration award or decision may be entered in any court having jurisdiction. The Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties further agree that the prevailing Party in any such proceeding shall be awarded reasonable attorneys' fees and costs. The parties hereby waive any rights they may have to trial by jury in regard to arbitrable claims. 13. ENTIRE AGREEMENT. This Agreement, the exhibits hereto and the other agreements referenced in this Agreement (as such other agreements are amended by this Agreement), represent the entire agreement and understanding between the Company and Mr. Rosales concerning Mr. Rosales' separation from the Company, and supersede and replace any and all prior agreements and understandings concerning Mr. Rosales' employment relationship with the Company, termination of that relationship, his compensation by the Company and his ownership and interests in any stock of the Company. 14. NO ORAL MODIFICATION. This Agreement may only be amended in writing signed by Mr. Rosales and the Company. 15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida, without regard to its conflicts of law provisions. 16. EFFECTIVE DATE. This Agreement is effective upon execution by both Parties (the "Effective Date"). 17. COUNTERPARTS. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. 18. ASSIGNMENT. This Agreement may not be assigned by Mr. Rosales or the Company without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement may be assigned by the Company to a corporation controlling, controlled by or under common control with the Company, including a successor to the Company, without the consent of Mr. Rosales. 19. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. The Parties acknowledge that: (a) they have read this Agreement; (b) they have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice. (c) they understand the terms and consequences of this Agreement and of the releases it contains; and (d) they are fully aware of the legal and binding effect of this Agreement. The Parties have executed this Separation Agreement and Mutual Release on the respective dates set forth below. CALYPSO WIRELESS, INC. Dated as of January 5, 2005. /s/ Oscar Rosales - ----------------------------------- /s/ Mike A. Pizzi, Jr., Esq. By: /s/ Oscar Rosales ---------------------------- Witness: /s/ Julieta Moran - ---------------------------------- Julieta Moran Board Member GEORGE SCHILLING, AN INDIVIDUAL Dated as of January 5, 2005. /s/ George Schilling /s/ Mike A. Pizzi, Jr., Esq. - -------------------------------- ---------------------------- George Schilling Witness: President/Chief Executive (Employee) -----END PRIVACY-ENHANCED MESSAGE-----