EXHIBIT 2.23
EXHIBIT 1.02-B
GENERAL RELEASE
THIS GENERAL RELEASE (this "Release") is made as of ________________,
1998, by the undersigned in connection with the closing of the transactions
contemplated by the Agreement and Plan of Reorganization dated as of July 10,
1998 (the "Reorganization Agreement"), among Work International Corporation, a
Texas corporation ("WORK"), [Newco] Acquisition, Inc., a ___________
corporation and a wholly owned subsidiary of WORK, [Name of Founding
Company] , a _________ corporation (the "Company"), and the other Persons
listed on the signature page thereof (each of those Persons individually, a
"Stockholder"). Words and terms and not otherwise defined in this Release shall
have the meaning set forth in the Reorganization Agreement or the Uniform
Provisions incorporated therein.
PRELIMINARY STATEMENT
The undersigned is a Stockholder and will receive Merger Consideration
as a result of the Merger. The undersigned understands and acknowledges it is a
condition to the performance by WORK and Newco of their respective obligations
under the Reorganization Agreement, and thus is a condition to the consummation
of the Merger, that the undersigned execute and deliver this Release at or
before the Closing, as contemplated by the Reorganization Agreement.
RELEASE
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and intending to be legally bound hereby, the undersigned hereby
covenants and undertakes as follows for the benefit of all past, present and
future WORK Indemnified Parties, including, after the Effective Time, the
Company and all Company Subsidiaries, if any, and their respective
Representatives (collectively, the "Released Parties"):
1. Release. The undersigned, on behalf of the undersigned and each
of the undersigned's Related Parties, hereby unconditionally and irrevocably
releases and forever discharges, to the fullest extent permitted by applicable
law, the Released Parties from any and all debt, liabilities, obligations,
contracts, agreements, understandings, claims, demands, actions or causes of
action, suits, judgments or controversies of any kind whatsoever (collectively,
"Claims") against the Company and the Company Subsidiaries, if any, or any of
them, that arises out of or is based on any act or failure to act (including any
act or failure to act that constitutes ordinary or gross negligence or reckless
or willful, or wanton misconduct), misrepresentation, omission, transaction,
fact, event or other matter occurring prior to the IPO Closing Date (whether
based on any Governmental Requirement or right of action, at law or in equity or
otherwise, foreseen or unforseen, matured or unmatured, known or unknown,
accrued or not accrued) (collectively, "Pre-IPO Closing Matters"), including
without limitation: (a) claims by the undersigned with respect to repayment of
loans or indebtedness; (b) any rights, titles and interests in, to or under any
agreements, arrangements
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or understandings to which the undersigned is a party; and (c) claims by the
undersigned with respect to dividends, violation of preemptive rights, or
payment of salaries or other compensation or in any way arising out of or in
connection with the undersigned's employment with the Company or any Company
Subsidiary, the cessation of that employment, the undersigned's status as an
officer, director or stockholder of the Company or otherwise (but excluding any
and all claims in respect of (i) accrued and unpaid amounts owing to the
undersigned pursuant to each Employment Agreement disclosed in Section 4.26(b)
of the Disclosure Statement delivered to WORK by the Stockholders under the
Reorganization Agreement, (ii) accrued and unpaid Cash Compensation owing to the
undersigned at the rates or in the amounts, as the case may be, set forth in the
list described in Section 4.26(a) of the Disclosure Statement, (iii) benefits
accrued under each Company or Other Compensation Plan or Employee Benefit Plan
the existence of which has been disclosed in Section 4.26(c) or (d) of the
Disclosure Statement, (iv) amounts or other obligations owed to the undersigned,
directly or indirectly, pursuant to each Related Party Agreement, if any, which
is disclosed in Schedule 4.11 of the Disclosure Statement as an agreement to be
continued past the date of the Closing and to which the undersigned, directly or
indirectly, is a party, (v) any right of reimbursement of the undersigned with
respect to amounts the undersigned was obligated to pay to discharge obligations
of the Company pursuant to Guaranties of the undersigned which are identified on
Schedule 8.04 to the Reorganization Agreement, (vi) any indemnification rights
that the undersigned may have as an officer or director of the Company under
statutes empowering corporations in the Company's state of incorporation to
indemnify their officers and directors, or under the Company's bylaws or any
written indemnification agreement between the undersigned and the Company
implementing such statutory indemnification rights, but only with respect to
third-party claims or proceedings that relate to actions taken by the
undersigned as an officer or director of the Company prior to the IPO Closing
Date hereof and that are disclosed to WORK in the Disclosure Statement or, if
asserted or brought for the first time after the IPO Closing Date, would not
constitute a breach of the representations or warranties of the Company or its
stockholders under the Reorganization Agreement and (vii) if the Company uses
the cash method of accounting for tax purposes and the Reorganization Agreement
authorizes the distribution by the Company of cash basis accounts and notes
receivable to the undersigned, any obligation of the Company set forth in the
Reorganization Agreement to pay over the proceeds thereof to the undersigned as
therein set forth). The undersigned further agrees not to file or bring any
Litigation before any Governmental Authority on the basis of or respecting any
Claim concerning any Pre-IPO Closing Matter against any Released Party.
Notwithstanding anything to the contrary contained in this Release, this Release
shall not affect the rights of the undersigned under the Reorganization
Agreement or any other Transaction Document.
2. Competency. The undersigned (a) acknowledges that the undersigned
fully comprehends and understands all the terms of this Release and their legal
effects and (b) expressly represents and warrants that (i) the undersigned is
competent to execute this Release knowingly and voluntarily and without reliance
on any statement or representation of any Released Party (or a Representative
thereof) and (ii) he or she had the opportunity to consult with an attorney of
the undersigned's choice regarding this Release.
3. Parties in Interest. This Release is for the benefit of the
Released Parties and shall be binding on the undersigned and the undersigned's
legal representatives and Related Persons.
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4. Governing Law. THIS RELEASE AND THE RIGHTS AND OBLIGATIONS OF THE
UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES GOVERNING CONFLICT OF
LAWS) OF THE STATE OF ____________.
5. Amendment. This Release may not be clarified, modified, changed
or amended except in writing and signed by the undersigned (or the undersigned's
duly authorized representatives), the Company and WORK.
6. Severability. If any provision of this Release is held to be
illegal, invalid or unenforceable under present or future laws, that provision
shall be severable and this Release shall be construed and enforced as if that
illegal, invalid or unenforceable provision never comprised a part hereof, and
the remaining provisions hereof shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision, and there
shall be added automatically as part of this Release a provision as similar in
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable.
IN WITNESS WHEREOF, the undersigned has executed this Release as of
the date first written above.
STOCKHOLDERS:
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