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EX-10.1
SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement (this "Agreement") is hereby
entered into by and among Xxxxxx Xxx Xxxx Xxx, an individual (the "Executive"),
SRS Labs, Inc., a Delaware corporation (the "Company"), and ValenceTech Limited,
a Bermuda company ("Valence") and the successor company to Valence Technology
Inc., a British Virgin Islands company. For purposes of this Agreement, unless
otherwise specified, the defined term "Valence" shall include ValenceTech
Limited and its predecessor, Valence Technology, Inc.
RECITALS
WHEREAS, the Executive has been employed by the Company and Valence
pursuant to an Employment Agreement by and among the Company, Valence
Technology, Inc. and the Executive dated as of March 2, 1998 (the "Employment
Agreement"), serving as Vice President of the Company and President and Chief
Executive Officer of Valence;
WHEREAS, on June 9, 2000, the Company, ValenceTech Limited and the
Executive entered into a Supplemental Agreement which amended certain provisions
of the Employment Agreement (the "Supplemental Agreement");
WHEREAS, the Executive also serves as a Director of the Company,
Valence and certain of the Company's other direct and indirect subsidiaries; and
WHEREAS, the Executive, the Company and Valence have determined
that it is in their mutual best interests that the Executive resign from his
positions as Vice President of the Company and President and Chief Executive
Officer of Valence, and all other positions (including, but not limited to,
directorships) that he holds with the Company and/or any of its direct or
indirect subsidiaries, without having to give the required 60 day notice under
the Employment Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereby agree to terminate their
employment relationship on the following basis:
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1. Unconditional Resignation. The Executive hereby voluntarily,
unconditionally and irrevocably resigns, pursuant to Sections 4.4 and 6 of the
Employment Agreement, as an employee, an officer, a director (including a member
of any committees of the Board of Directors) of the Company, Valence, and any
other direct or indirect subsidiary or related entity of the Company or Valence,
effective as of July 27, 2000 (California time) (the "Resignation Date"). The
Executive represents that he is resigning voluntarily and is signing this
Agreement voluntarily and with full understanding of and agreement with its
terms, for the purpose of receiving additional pay and benefits from Valence
beyond that provided by the normal policies of the Company or Valence. The
Company and Valence each accept such resignation and the Executive is relieved
of all duties effective immediately. Concurrently with the execution of this
Agreement, the Executive shall execute a separate letter of resignation in a
form acceptable to the Company. In connection with such resignation, the Company
and Valence each hereby waives the Executive's compliance with the notice
provision of Section 4.4 of the Employment Agreement.
2. Compensation, Vacation Pay and Other Benefits Through the
Resignation Date. Valence shall pay to the Executive on or before Tuesday,
August 1, 2000 (Hong Kong) (a) the current portion of his salary earned by him
and (b) any accrued and unused vacation pay earned by him (H.K.$495,524.66,
representing 66 days), in each case, through the Resignation Date. Provided that
the Executive submits an expense report to Valence for business expenses
incurred in July 2000 which conforms to Valence's normal reimbursement policy
and such expenses are covered by such reimbursement policy, Valence agrees to
reimburse the Executive for his documented business expenses within 72 hours
after Valence has received complete expense documentation. The Executive
acknowledges and agrees that the payment of the foregoing salary, vacation pay
and expenses constitutes full payment of any and all monies that he earned or,
with respect to the expenses, was entitled to reimbursement for, during his
employment by the Company or Valence or any of their respective subsidiaries or
related entities through the Resignation Date.
3. Company Property. The Executive shall return to the Company and
to Valence, as applicable, on the Resignation Date, all files, records, credit
cards, keys, equipment and any other property or documents of the Company or
Valence maintained by him for the Company's or Valence's use or benefit. The
parties have agreed on a list of personal property owned by the Executive that
he shall be entitled to remove from the Company's or Valence's premises, as the
case may be; that list shall be initialed by the parties and become a part of
this Agreement.
4. COBRA Benefits. Nothing in this Agreement is intended to alter
the terms of COBRA in any way and those terms shall remain applicable in all
respects.
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5. Continuation of Benefits After the Resignation Date. Except as
expressly provided in this Agreement or in the plan documents governing the
Company's or Valence's employee benefit plans, as of the Resignation Date, the
Executive will no longer be eligible for, receive, accrue, or participate in any
other benefits or benefit plans provided by the Company or Valence or any of
their respective subsidiaries or related entities, including, without
limitation, medical, dental and life insurance benefits, and the Company's
401(k) retirement plan.
6. Termination Benefits After the Resignation Date. Notwithstanding
his voluntary resignation, Valence shall provide, and with respect to options
granted under the SRS Labs Option Plan and the SRSWOWcast Option Plan (as such
Plans are hereinafter defined), the Company shall provide, as termination
benefits, the following benefits to the Executive:
(a) Cash Payment. On or before Tuesday, Xxxxxx 0, 0000 (Xxxx
Xxxx), Xxxxxxx shall pay to the Executive or, if the Executive so directs, to
the Executive's wholly-owned corporation, Thomrose Holdings (BVI) Limited
("Thomrose"), a cash payment of U.S.$500,000;
(b) Continuation Period.
(i) For the period from the Resignation Date through
December 31, 2001 (the "Continuation Period"), the Executive will provide
advisory services from time to time to the Chairman of the Board and the Chief
Executive Officer of the Company and Valence, as reasonably requested by such
individual(s) at a mutually acceptable time and place. The Company anticipates
that such advisory services will be limited to transitional or management
continuity matters and market trends in the Company's primary market segments.
During the Continuation Period, (aa) Valence shall pay to the Executive or, if
the Executive so directs, to Thomrose U.S.$10,000 per month (payable pursuant to
the normal pay practices of Valence), less legally required deductions and less
the long-term service payment, if any, referenced in the Employment Ordinance,
Cap. 57, Laws of Hong Kong; (bb) outstanding options relating to the Company's
common stock granted pursuant to the SRS Labs, Inc. Amended and Restated 1996
Long-Term Incentive Plan, as amended (the "SRS Labs Option Plan"), and
XXXXXXxxxx.xxx, Inc's common stock granted pursuant to the XXXXXXxxxx.xxx, Inc.
2000 Supplemental Long-Term Incentive Plan (the "SRSWOWcast Option Plan") shall
continue to vest according to the schedules set forth in the respective stock
option agreements and for purposes of such applicable stock option plans and
stock option agreements only, the Executive shall not be deemed to have
terminated his employment under any such plan or agreement until 5:00 p.m.
(California time) on December 31, 2001 and (cc) Valence shall provide the
health, life and disability insurance benefits which the Executive was receiving
immediately prior to the Resignation Date.
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(ii) On December 31, 2001 (California time), the date of
exercisability of each outstanding option to purchase shares of the Company's
common stock or XXXXXXxxxx.xxx, Inc.'s common stock not yet vested shall be
immediately accelerated to such date. The Executive shall than have until
December 31, 2002 (California time) to exercise all vested options.
(iii) Notwithstanding the provisions of Sections 6(b)(i) and
Sections 6(b)(ii) hereof, if the Executive accepts employment from any person
during the Continuation Period, the cash payments set forth in Section 6(b)(i)
will immediately terminate on the date on which such new employment commences
(the "New Employment Date"), the Executive or, if the Executive so directs,
Thomrose shall receive a lump sum severance payment equal to 80% of the balance
of the aggregate payments payable under Section 6(b)(i) hereof and the New
Employment Date shall be deemed the termination date for all of the
above-referenced stock option plans and agreements and the Executive shall have
one year from the New Employment Date to exercise all such options vested on or
prior to the New Employment Date.
The payments and benefits set forth in this Section 6 are, from and
after the Resignation Date, the Executive's only right to compensation from the
Company, Valence or any of their direct or indirect subsidiaries, divisions or
related entities (collectively referred to herein as the "Company and its
Related Entities").
7. Status of Related Agreements.
(a) Noncompetition Agreement. The Company, Valence and the
Executive hereby acknowledge and agree that the Noncompetition Agreement dated
as of March 2, 1998 by and among the Company, Valence, the Executive and
Thomrose Holdings (BVI) Limited shall remain in full force and effect (the
"Noncompetition Agreement"). The Company, Valence and the Executive hereby
acknowledge that the term of the Noncompetition Agreement shall extend through
December 31, 2001.
(b) Employment Agreement and Confidentiality Agreement.
Although the Employment Agreement was terminated by the Executive on the
Resignation Date, the Executive acknowledges that the duties and obligations set
forth in Sections 8, 9 and 11 of the Employment Agreement, together with the
related Confidentiality Agreement, extend beyond the Resignation Date.
(c) The Company and the Executive hereby acknowledge that
the Indemnification Agreement dated as of March 2, 1998 by and between the
Company and the Executive (the "Indemnification Agreement") shall remain in full
force and effect.
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8. General Release by the Executive. The Executive, for himself and
his heirs, executors, administrators, assigns, affiliates, successors and agents
(collectively, the "Affiliates") hereby fully and without limitation releases
and forever discharges the Company and its Related Entities and its and their
agents, representatives, shareholders, owners, officers, directors, employees,
consultants, attorneys, auditors, accountants, investigators, affiliates,
successors and assigns (collectively, the "Releasees"), both individually and
collectively, from any and all rights, claims, demands, liabilities, actions,
causes of action, damages, losses, costs, expenses and compensation, of whatever
nature whatsoever, known or unknown, fixed or contingent ("Claims"), which the
Executive or any of the Executive's Affiliates has or may have or may claim to
have against the Releasees by reason of any matter, cause, or thing whatsoever,
from the beginning of time to the date hereof, including, without limiting the
generality of the foregoing, any Claims arising out of, based upon, or relating
to the recruitment, hire, employment, relocation, remuneration, investigation,
or termination of the Executive by any of the Releasees, the Executive's tenure
as a Director of any of the Releasees, any agreement or compensation arrangement
between the Executive and any of the Releasees (including, but not limited to,
the Employment Agreement), or any act or occurrence in connection with any
actual, existing, proposed, prospective or claimed ownership interest of any
nature of the Executive or the Executive's Affiliates in equity capital or
rights in equity capital or other securities of the Company or the other
Releasees to the maximum extent permitted by law.
The Executive specifically and expressly releases any Claims
arising out of or based on the California Fair Employment and Housing Act, as
amended; Title VII of the Civil Rights Act of 1964, as amended; the Americans
With Disabilities Act; the National Labor Relations Act, as amended; the Equal
Pay Act; ERISA; any provision of the California Labor Code, Delaware Law or Hong
Kong Law relating to employment or labor matters; California, Delaware or Hong
Kong common law of fraud, misrepresentation, negligence, defamation, infliction
of emotional distress, any breach of contract or covenant claim, any tort claim,
any violation of public policy or wrongful termination; state or Federal wage
and hour laws; or any other state or Federal or foreign law, rule, or regulation
dealing with the employment relationship.
The Executive is aware of California Civil Code Section 1542, which
provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
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With full awareness and understanding of the above provision, the Executive
hereby waives any rights he may have under Section 1542. Notwithstanding
anything to the contrary, it is the intention of the parties that this Release
not negate the provisions of the Indemnification Agreement.
9. Breach of Release. The Executive agrees that if he hereafter
commences, joins in, or in any manner seeks relief through any suit arising out
of, based upon, or relating to any of the Claims released by the Executive
hereunder, or in any manner asserts against any of the Releasees any of the
claims released hereunder, the Executive shall pay to such Releasee(s), as the
case may be, in addition to any other damages caused to such Releasee(s), as the
case may be, all attorneys' fees incurred in defending or otherwise responding
to said suit or claim.
10. Confidentiality of Agreement. The Executive acknowledges that
this Agreement and certain related agreements may have to be disclosed in the
Company's reports filed with the U.S. Securities and Exchange Commission. Except
as may be required by law, neither the Executive, his attorney, nor any person
acting by, through, under or in concert with them, shall disclose any of the
terms of or facts relating to this Agreement (other than to state that the
Company has filed this Agreement and/or agreements related thereto as public
documents) or the negotiation thereof to any individual or entity, except for
disclosures made between the Executive, his attorney, spouse, children or tax
advisors. The Executive further agrees that under no circumstances will he
induce, encourage, solicit or assist any other person or entity to file or
pursue any proceeding of any kind against the Releasees.
11. Proprietary Information. The Executive acknowledges that
certain information, observations, and data obtained by him during the course of
or related to his employment with the Company and Valence (including without
limitation certain financial information, shareholder information, product
design information, business plans, marketing plans or proposals, personnel
information, customer lists and other customer information) are the sole
property of the Company and its Related Entities and constitute trade secrets of
the Company and its Related Entities. The Executive agrees to promptly return
all files, customer lists, financial information and other property of the
Company and/or its Related Entities that are in the Executive's possession or
control without making copies thereof. The Executive further agrees that he will
not disclose to any person or use any such information, observations or data
without the written consent of the Company's Board of Directors. Further, the
Executive acknowledges that any unauthorized use of trade secrets will cause
irreparable harm to the Company and its Related Entities and will give rise to
an immediate action by the Company and/or its Related Entities for injunctive
relief. If the Executive is served with a deposition subpoena or other legal
process calling for the disclosure of such information, or if he is contacted by
any third person requesting such information, he will immediately notify the
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Company's Chief Financial Officer and will fully cooperate with the Company in
minimizing the disclosure thereof.
12. Unfair Competition. In addition to the provisions under the
Noncompetition Agreement:
(a) The Executive agrees not to (whether as an employee,
director, owner, stockholder, consultant, limited or general partner, or
otherwise), for himself or for any other person or entity, engage in any unfair
competition with the Company and its Related Entities.
(b) The Executive also covenants and agrees not to
intentionally interfere with, disrupt, or attempt to disrupt, the relationship,
contractual or otherwise, between the Company, any of its Related Entities and
any of its/their customers, employees or suppliers as of the Resignation Date.
Notwithstanding anything to the contrary, with respect to this subparagraph (b)
of this Section 12, during the term of the Noncompetition Agreement, nothing
herein shall be construed or interpreted to be less inclusive than the terms of
the Noncompetition Agreement.
(c) The Executive acknowledges that any unfair competition
or misuse of trade secret or proprietary information belonging to the Company
and its Related Entities or any violation of Sections 10 through 12 of this
Agreement, will result in irreparable harm to the Company and/or its Related
Entities and will give rise to an immediate action by the Company and its
Related Entitles for injunctive relief.
13. Cooperation Clause.
(a) The Executive agrees to cooperate with the Company and
its Related Entities and their respective counsel (i) in any investigations
(including internal investigations) and audits of the Company's or any of its
Related Entities' management's current and past conduct and business and
accounting practices and (ii) in the Company's and/or any of its Related
Entities' 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 relating to the period during which the Executive was
engaged in employment with the Company and/or any of its Related Entities. The
Company, Valence and the Executive hereby acknowledge that matters relating to
the management or governance of, the operations of, legal positions taken by, or
the financial status of, the Company and/or its Related Entities shall
constitute "Proprietary Information," as such term is defined under the
Confidentiality Agreement. The Executive shall direct inquiries from third
parties on these issues to the Company. The Executive acknowledges that any
violation of this Section 13 will result in irreparable harm to the Company and
its Related Entities and will give rise to an immediate action by the Company
and/or its Related Entities for injunctive relief.
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(b) The Executive will not seek or accept employment by the
Company or its Related Entities at any time and if he does so, his application
need not be considered.
14. Non-disparagement; Employment Reference. The Executive agrees
not to disparage or otherwise publish or communicate derogatory statements or
opinions about the Company and/or its Related Entities, its/their respective
management, products and services to any third party for a period of three (3)
years after the Resignation Date. The Company agrees that for a period of three
(3) years after the Resignation Date its executive officers and directors shall
not disparage or otherwise publish or communicate derogatory statements or
opinions about the Executive. If any prospective employers contact the Human
Resources Director of the Company or Valence concerning the Executive, they will
be told that the Executive was employed by Valence and held other positions with
the Company and its Related Entities from March 2, 1998 until he voluntarily
resigned as of the Resignation Date. It shall not be a breach of this Section 14
for the Executive, the Company or Valence to testify truthfully in any judicial
or administrative proceeding, or to make factually accurate statements in legal
or public filings.
15. Remedies for Breach. Notwithstanding anything to the contrary
herein, if the Company reasonably determines that the Executive has committed a
material breach of his obligations under this Agreement or under any of the
Related Agreements set forth in Section 7 hereof, in addition to whatever other
rights the Company and/or its Related Entities may have, the Executive shall
forfeit his right to receive any stock options granted pursuant to the SRS Labs
Option Plan or the SRSWOWcast Option Plan but not vested on the date of such
determination and the Executive shall have three (3) months from such
determination date to exercise any vested stock options granted pursuant to the
above-referenced plans.
16. Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the State of Delaware without regard to the
conflicts of law principles thereof.
17. Venue. The parties hereby irrevocably and unconditionally
consent to submit to the exclusive jurisdiction of the courts of the State of
California, County of Orange, and/or the United States District Court for the
Central District of California (Southern Division) for any actions, suits,
controversies or proceedings arising out of or relating to this Agreement and
the transactions contemplated hereby (and the parties agree not to commence any
action, suit or proceeding relating thereto except in such courts), and further
agree that service of any process, summons, notice or document by U.S.
registered mail to the respective addresses set forth herein shall be effective
service of process for any action, suit or proceeding brought against the
parties in any
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such court. The parties hereby irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit, controversies or
proceeding arising out of this agreement or the transactions contemplated
hereby, in the courts of the State of California, County of Orange and/or the
United States District Court for the Central District of California (Southern
Division), and hereby further irrevocably and unconditionally waive and agree
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient or improper forum.
In addition, the Company, Valence and the Executive each waive trial by jury,
any objection based on forum non conveniens, and any objection to venue of any
action instituted hereunder.
18. Attorneys' Fees. With the exception of Section 9, in the event
of any controversy, claim, or dispute between the parties arising out of or
relating to this Agreement, or the enforcement of the provisions hereof, the
prevailing party shall be entitled to its costs, expenses and reasonable
attorney's fees incurred in connection with any such controversy, claim, or
dispute, in addition to whatever other relief, if any, is granted to the
prevailing party.
19. Non-Admission of Liability. The Executive, the Company and
Valence each understand and agree that neither the payment of any sum of money
nor the execution of this Agreement by the parties will constitute or be
construed as an admission of any liability whatsoever by either party.
20. Withholding Taxes; Tax Reporting. The Company and/or Valence
may, if required in its reasonable judgment, withhold from any amounts payable
under this Agreement all such Federal, state, city and other taxes, and may file
with appropriate governmental authorities all such information returns or other
reports with respect to the tax consequences attendant to any amounts payable
under this Agreement, as may, in its reasonable judgment, be required by law.
21. Severability. If any one or more of the provisions contained
herein (or parts thereof), or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity and enforceability of any such provision in every other respect and of
the remaining provisions hereof will not be in any way impaired or affected, it
being intended that all of the rights and privileges shall be enforceable to the
fullest extent permitted by law.
22. Entire Agreement. This Agreement represents the sole and entire
agreement between the parties and, except as expressly stated herein, supersedes
all prior agreements, negotiations and discussions between the Executive, the
Company and Valence with respect to the subject matters contained herein.
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23. Waiver. No waiver by any party hereto at any time of any breach
of, or compliance with, any condition or provision of this Agreement to be
performed by any other party hereto may be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or
subsequent time.
24. Amendment. This Agreement may be modified or amended only if
such modification or amendment is agreed to in writing and signed by duly
authorized representatives of the parties hereto, which writing expressly states
the intent of the parties to modify this Agreement.
25. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original as against any
party that has signed it, but all of which together will constitute one and the
same instrument.
26. Assignment. This Agreement inures to the benefit of and is
binding upon the Company, Valence and their successors and assigns, but the
Executive's rights under this Agreement are not assignable.
27. Notice. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (i) if personally delivered; (ii) if sent by telecopy, facsimile; or
(iii) if mailed by overnight or by first class, certified or registered mail,
postage prepaid, return receipt requested, and properly addressed as follows:
If to the Executive:
000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxx
Xxxx Xxxx
Xxxx Xxxx
with a copy to:
Milbank, Tweed, Xxxxxx & XxXxxx LLP
3007 Xxxxxxxxx Xxxxx
00 Xxxxxxx Xxxx
Xxxx Xxxx
Attn: Xxxxx X. Xxxx, Esq.
Fax: (000) 0000-0000
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If to the Company or Valence:
SRS Labs, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxx XxXxxxx, Executive Vice President
and Chief Operating Officer
Fax: (000) 000-0000
with a copy to:
Paul, Hastings, Xxxxxxxx and Xxxxxx, LLP
000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxx Xxxxxx, Esq.
Fax: (000) 000-0000
Such addresses may be changed, from time to time, by means of a notice given in
the manner provided above. Notice will conclusively be deemed to have been given
when personally delivered (including, but not limited to, by messenger or
courier); or if given by mail, on the date of delivery, if given by Federal
Express or other similar overnight service or on the fifth day after being sent
by first class, certified or registered mail; or if given by telecopy or
facsimile machine, when confirmation of transmission is indicated by the
sender's machine. Notices, requests, demands and other communications delivered
to legal counsel of any party hereto, whether or not such counsel shall consist
of in-house or outside counsel, shall not constitute duly given notice to any
party hereto.
28. Miscellaneous Provisions.
(a) The parties represent that they have read this Agreement
and fully understand all of its terms; that they have conferred with their
attorneys, or have knowingly and voluntarily chosen not to confer with their
attorneys about this Agreement; that they have executed this Agreement without
coercion or duress of any kind; and that they understand any rights that they
have or may have and sign this Agreement with full knowledge of any such rights.
(b) The language in all parts of this Agreement must be in
all cases construed simply according to its fair meaning and not strictly for or
against any party. Whenever the context requires, all words used in the singular
must be construed to have been used in the plural, and vice versa, and each
gender must include any other gender. The captions of the Sections of this
Agreement are for convenience only and must not affect the construction or
interpretation of any of the provision herein.
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(c) Each provision of this Agreement to be performed by a
party hereto is both a covenant and condition, and is a material consideration
for the other party's performance hereunder, and any breach thereof by the party
will be a material default hereunder. All rights, remedies, undertakings,
obligations, options, covenants, conditions and agreements contained in this
Agreement are cumulative and no one of them is exclusive of any other. Time is
of the essence in the performance of this Agreement.
(d) Each party acknowledges that no representation,
statement or promise made by any other party, or by the agent or attorney of any
other party, has been relied on by him or it in entering into this Agreement.
(e) Each party understands that the facts with respect to
which this Agreement is entered into may be materially different from those the
parties now believe to be true. Each party accepts and assumes this risk and
agrees that this Agreement and the release in it shall remain in full force and
effect, and legally binding, notwithstanding the discovery or existence of any
additional or different facts, or of any claims with respect to those facts.
(f) Unless expressly set forth otherwise, all references
herein to a "day" are deemed to be a reference to a calendar day. All references
to "business day" mean any day of the year other than a Saturday, Sunday or a
public or bank holiday in Santa Ana, California. Unless expressly stated
otherwise, cross-references herein refer to provisions within this Agreement and
are not references to the overall transaction or to any other document.
(g) Each party to this Agreement will cooperate fully in the
execution of any and all other documents and in the completion of any additional
actions that may be necessary or appropriate to give full force and effect to
the terms and intent of this Agreement.
THE EXECUTIVE, THE COMPANY AND VALENCE EACH ACKNOWLEDGE THAT HE/IT
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT. THE
EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS AND FURTHER ACKNOWLEDGES THAT HE HAS CONSULTED WITH
AN ATTORNEY AND/OR OTHER PERSONS TO THE FULL EXTENT HE WANTED TO BEFORE SIGNING
THIS AGREEMENT.
[Signature on Following Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the dates indicated below.
SRS LABS, INC.,
a Delaware corporation
Dated: July 27, 2000 By: /S/ XXXXXX X.X. XXXX
-----------------------------------
Xxxxxx X.X. Xxxx
Chairman of the Board and Chief
Executive Officer
VALENCETECH LIMITED,
a B ermuda company
Dated: July 27, 2000 By: /S/ XXXXXX X.X. XXXX
-----------------------------------
Xxxxxx X.X. Xxxx
Chairman of the Board
EXECUTIVE
Dated: July 27, 2000 By: /S/ XXXXXX XXX TONG WAN
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Xxxxxx Xxx Xxxx Xxx
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