SETTLEMENT AGREEMENT AND GENERAL RELEASE
SETTLEMENT
AGREEMENT AND GENERAL RELEASE
This
SETTLEMENT AGREEMENT AND GENERAL RELEASE is entered into by and between Xx.
Xxxxxx X. Xxxxxxx of Xxxxxx, Connecticut (“XXXXXXX”) and Xxxxxx Capital Corp., a
Nevada corporation (“XXXXXX”);
WHEREAS,
there is a dispute regarding XXXXXXX’X separation of employment from XXXXXX;
and
WHEREAS,
the parties desire to avoid the expense and inconvenience of continuing this
dispute and resolve any differences they may have on the basis described
below.
NOW
THEREFORE, in consideration of the mutual covenants set forth below, and of
other valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties stipulate and agree as follows:
1. XXXXXX,
as used herein, shall at all times mean XXXXXX CAPITAL CORP., its predecessors,
parents, subsidiaries, divisions and affiliates, all the companies’ respective
successors and assigns; and their respective current, former or future officers,
directors, employees, agents, shareholders, insurers, or legal representatives,
whether in their individual, representative or official capacities.
2. XXXXXX
shall pay XXXXXXX the gross sum of Eleven Thousand Five Hundred Thirty Eight
Dollars and forty-six cents ($11,538.46), which is equivalent to two weeks
of
his salary at the time of his separation from employment with XXXXXX. This
payment will be subject to all applicable federal, state or local tax
withholding, F.I.C.A., and any other applicable payroll deductions. The check
will be sent to XXXXXXX within three (3) business days after this Agreement
and
General Release has been executed by the parties hereto.
3. XXXXXXX
shall pay XXXXXX the gross sum of One Thousand Dollars ($1,000.00) in
consideration of the sale and transfer to XXXXXXX by XXXXXX of title to a
certain motor vehicle identified as a 2004 Audi A8, 4 Door Sedan, Midnight
Blue,
Vehicle Identification No. XXXXX00XX0X000000. XXXXXXX and XXXXXX hereby agree
that the value of such motor vehicle is $39,045. In connection with the purchase
and sale of the motor vehicle described above, the parties shall execute the
Xxxx of Sale and Odometer Disclosure Statement attached hereto as Exhibit
A
and upon
execution of the Xxxx of Sale and Odometer Disclosure Statement, ABBLEBY shall
assume full responsibility of vehicle’s insurance requirements.
4. Upon
execution of this Settlement Agreement and General Release, XXXXXXX shall
immediately execute and deliver to XXXXXX the letter of resignation of XXXXXXX
as a director of XXXXXX attached hereto as Exhibit
B.
5.
In
consideration of the mutual promises and covenants contained herein, the
consideration identified in Sections 2 and 3, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
XXXXXXX, for himself and his heirs, legal representatives, beneficiaries,
assigns and successors-in-interest, hereby releases and forever discharges
XXXXXX (the “XXXXXX
RELEASED
PARTIES”),
of
and from any and all actions or causes of action, suits, debts, claims,
complaints, contracts, controversies, agreements, promises, damages, claims
for
attorney’s fees, punitive damages and reinstatement, judgments, and demands
whatsoever, in law or in equity, he has, may have or ever had, whether known
or
unknown, suspected or unsuspected, anticipated or unanticipated, from the
beginning of the world to the date of this Agreement and General Release,
including, but without limiting the generality of the foregoing, any claim
alleging violation of the Connecticut General Statutes, § 46a-60, Title VII
of the Civil Rights Act of 1964, 42 U.S.C. § 2000e
et
seq.;
the
Americans With Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000
et
seq.;
the
Family and Medical Leave Act, 29 U.S.C. § 2601 et
seq.;
the
Age Discrimination in Employment Act, 29 U.S.C. § 621 et
seq.;
the
Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1000
et
seq.;
any
other local, state or federal law, regulation or ordinance; or pursuant to
any
common law theory of tort or contract and any and all claims for unpaid wages,
compensation, bonus, severance pay, back pay, front pay, compensatory,
exemplary, punitive, multiple and liquidated damages, costs, interest, and
attorney’s fees (“XXXXXXX’X Released Claims”). XXXXXXX agrees and understands
that this release is a GENERAL RELEASE. XXXXXXX further acknowledges that this
Agreement and General Release shall not waive rights or claims that may arise
after the date this Agreement is executed. Additionally, in connection with
the
execution of the GENERAL RELEASE described above, XXXXXXX hereby acknowledges
and agrees that he is waiving any and all rights or claims to indemnification
and reimbursement of expenses from XXXXXX that XXXXXXX has, may have or may
have
had by reason of his conduct as an officer, director, employee or agent of
XXXXXX.
6. XXXXXXX
acknowledges and agrees that he understands the meaning of this Agreement and
General Release and that he freely and voluntarily enters into it and the
General Release contained herein. XXXXXXX agrees that no fact, evidence, event,
or transaction currently known or unknown to him shall affect in any manner
the
final and unconditional nature of his agreements and releases.
7. XXXXXXX
shall not institute any charge, complaint, or lawsuit to challenge the validity
of the General Release or the circumstances surrounding its execution.
8. In
further exchange for the consideration provided pursuant to this Agreement,
to
the extent permitted by law, XXXXXXX specifically agrees not to commence any
legal action against the XXXXXX RELEASED PARTIES, arising out of or in
connection with XXXXXXX’X Released Claims. XXXXXXX expressly agrees, to the
extent permitted by law, that if he commences such an action in violation of
this Agreement, he shall indemnify the XXXXXX
RELEASED
PARTIES
for the
full and complete costs of defending such an action and enforcing this
Agreement, including reasonable attorneys’ fees (whether incurred in a third
party action or in an action to enforce this Agreement), court costs, and other
related expenses. XXXXXXX further agrees, to the extent permitted by law, that
if he commences such an action despite the provisions of this Agreement, he
shall, as a condition precedent to commencing such an action, return to XXXXXX
the entire amount of all gross sums paid to him, as set forth in Paragraph
2 and
the stated value of the motor vehicle identified in Paragraph 3.
9. XXXXXXX
agrees that he shall not make any statements or remarks, orally or in writing,
to anyone, which statements or remarks reasonably could be construed to be
derogatory or disparaging to XXXXXX or which statements or remarks reasonably
could be anticipated to be damaging or injurious to the reputation or good
will
of same.
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10. XXXXXXX
represents that he has returned any and all XXXXXX property in his possession
or
control to XXXXXX.
11. This
Agreement and General Release may not be modified, altered or changed except
upon the express prior written consent of the parties.
12. This
Agreement and General Release and the attachments hereto contains all the terms
and conditions agreed upon by the parties hereto with reference to the subject
matters hereof. No other agreements, oral or otherwise, shall be deemed to
exist
or to bind either of the parties hereto.
13. This
Agreement and General Release may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
14. This
Agreement and General Release shall in all respects be interpreted, enforced,
governed and construed by and under the laws of the State of
Connecticut.
15. The
invalidity, illegality or unenforceability of any provision hereof or any
particular application thereof shall not be deemed to affect or impair in any
manner the validity, legality or enforceability of any other provision of this
Agreement and General Release, and this Agreement and General Release shall
continue in full force and effect and shall be interpreted so as to implement
as
nearly as possible the intention of the parties in the absence of such provision
or application.
IN
WITNESS WHEREOF, the parties have set their hands and seals on this 23rd day
of
December, 2005.
/s/ Xxxxxxx Xxxxx | BY: /s/ Xxxxxx Xxxxxxx | ||
Witness |
XXXXXX X. XXXXXXX |
XXXXXX CAPITAL CORP. | |||
/s/ Xxxxxxx Xxxxx | /s/ Xxxxxx X. Xxxxxxx | ||
Witness |
BY: XXXXXX X. XXXXXXX |
||
ITS: CHIEF FINANCIAL OFFICER |
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EXHIBIT
A
XXXX
OF SALE OF MOTOR VEHICLE/AUTOMOBILE
(Sold
with Warranty)
STATE
OF
CONNECTICUT
COUNTY
OF
FAIRFIELD
KNOW
ALL PERSONS BY THESE PRESENTS:
THAT
I,
Xxxxxx
Capital Corp., (“Seller”), of 00 Xxx Xxxxxxxxx Xxxx, Xxxxx 00, Xxxxxxx, XX
00000, County of Fairfield, Connecticut, in consideration of payment of One
Thousand dollars ($1,000.00), receipt of payment acknowledged, do hereby sell
and transfer to Xxxxxx X. Xxxxxxx, (“Buyer”), of 00 Xxxxxxx Xxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxx 00000, County of Fairfield, Connecticut, his successors and assigns,
the following motor vehicle (“Vehicle”), which is located in the County of
Fairfield, Connecticut:
Make:
Audi
Model:
A8
Body
Type: 4 Door Sedan
Year:
2004
Vehicle
Identification. No. XXXXX00XX0X000000
|
To
have
and to hold the same unto Buyer and Buyer’s executors, administrators, and
assigns, forever.
WARRANTY.
The
Seller warrants that the Seller is the true and lawful owner of the Vehicle,
and
that the Vehicle is free of any and all legal claims, encumbrances, and offsets
by others. Further, the Seller warrants that the Seller will defend the Buyer
against any and all lawful claims and demands whatsoever in relation to this
xxxx of sale.
INSPECTION.
The
Vehicle [choose one:] _____ has ___X
__
has
not been inspected by an independent and licensed mechanic and a copy of the
inspection report [choose one:] _____ is ___X___
is
not attached and is incorporated as a part of this xxxx of sale.
-4-
The
Seller represents to the Buyer that the Vehicle is in good condition, except
for
the following defects, if any:
ADDITIONAL
TERMS OF SALE.
The
Seller and Buyer agree to the following additional terms in conjunction with
this xxxx of sale:
Seller: | Buyer: | ||
XXXXXX CAPITAL CORP. | |||
/s/ Xxxxxx X. Xxxxxxx | /s/ Xxxxxx Xxxxxxx | ||
Signature |
Signature |
||
Printed Name: XXXXXX X. XXXXXXX | Printed Name: XXXXXX XXXXXXX | ||
STATE
OF CONNECTICUT
COUNTY
OF FAIRFIELD
|
SWORN
TO
AND SUBSCRIBED BEFORE ME, this 3rd day of January, 2006.
/s/
Xxxxxxx X. Xxxxx
NOTARY
PUBLIC
My
Commission Expires: September 30, 2010
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ODOMETER
DISCLOSURE STATEMENT
Federal
law (and State law, if applicable) require that you state the mileage upon
transfer of ownership. Failure to complete or providing a false statement may
result in fines and/or imprisonment.
I,
Xxxxxx
Capital Corp., state that the odometer now reads __33,200___ miles and to the
best of my knowledge that it reflects the actual mileage of the vehicle
described below, unless one of the following statements is checked.
_____
I
hereby certify that to the best of my knowledge the odometer reading reflects
the amount of mileage in excess of its mechanical limits.
______
I
hereby certify that the odometer reading is NOT
the
actual mileage.
WARNING:
ODOMETER DISCREPANCY
Make:
Audi
Model:
A8
Body
Type: 4 Door Sedan
Year:
2004
Vehicle
Identification. No. XXXXX00XX0X000000
|
Please
type or print carefully:
Seller’s
Information
|
Buyers
Information
|
|
First
& Last Name:
|
Xxxxxx
Capital Corp.
|
Xxxxxx
X. Xxxxxxx
|
Address,
Line 1:
|
00
Xxx Xxxxxxxxx Xxxx
|
36
Country Ridge Dr.
|
Address,
Line 2:
|
Suite
14
|
|
City:
|
Danbury
|
Monroe
|
State:
|
CT
|
CT
|
Zip:
|
06810-5116
|
06468
|
Signature:
|
/s/
Xxxxxx X. Xxxxxxx
|
/s/
Xxxxxx Xxxxxxx
|
Signature
of Seller
|
Signature
of Buyer
|
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Acknowledgement
STATE
OF
CONNECTICUT
COUNTY
OF
FAIRFIELD
SWORN
TO
AND SUBSCRIBED BEFORE ME, this 3rd day of January, 2006.
Xxxxxxx
X. Xxxxx
NOTARY
PUBLIC
My
Commission Expires: September 30, 0000
-0-
XXXXXXX
X
To: |
XXXXXX
CAPITAL CORP. (the “Company”) and
The
Board of Directors thereof
|
I,
Xxxxxx
X. Xxxxxxx, hereby resign as a Director of the Company, effective
immediately.
DATED
as
of the _23rd day of December, 2005.
/s/
Xxxxxx Xxxxxxx
Xxxxxx
X.
Xxxxxxx
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