AGREEMENT AND MUTUAL RELEASE OF CLAIMS
WHEREAS Envirometrics Products Company, a corporation organized under the laws
of the State of South Carolina (hereafter the "Company") desires to sever its
employer-employee relationship with Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxx
(hereafter ")Xxxxxx and Xxxxxxxx") and,
WHEREAS The Company and Xxxxxx and Xxxxxxxx wish to resolve the "Employment,
Royalty and Non-Disclosure Agreement" dated May 15, 1996 in an amicable and
mutually acceptable manner.
THEREFORE, in consideration of the mutual promises and undertakings contained in
this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Xxxxxx and Xxxxxxxx and the
Company agree as follows:
Neither Xxxxxx nor Xxxxxxxx have any obligation whatsoever to the Company after
this date under their contracts with the Company each being entitled
"Employment, Royalty and Non-Disclosure Agreement" dated May 15, 1996, and any
and all obligation of Xxxxxx and Xxxxxxxx to the Company ceases with the signing
by all parties of this agreement, including any and all obligations, express or
implied arising from, under or through statutory or common law. The parties
agree that these contracts are void with the date of signing of this agreement.
All obligations of the Company to either Xxxxxx or Xxxxxxxx as defined in the
"Employment, Royalty and Non-Disclosure Agreement" except as provided below
cease as of the dated of the signing by Xxxxxx and Xxxxxxxx of this agreement.
The Company agrees to provide to Xxxxxx and Xxxxxxxx, each, the following
consideration:
Salary paid through September 30, 1997 or a later date if additional time is
required to fill pending ACT CARD orders, but no later than October 31, 1997,
Health insurance and other company benefits paid through September 30, 1997 or a
later date if additional time is required to fill pending ACT CARD orders, but
no later than October 31, 1997,
Options, fifty vested at issuance and without conditions to be issued no later
than thirty (30) days after the signing date of this agreement, to purchase
fifty thousand (50,000) shares of Envirometrics Inc. common stock at an exercise
or strike price of $0.25 U.S. per share,
Option to purchase all things, laboratory equipment and supplies located at the
Company's facility at 10 I 8-E Morrisville Pkwy, Morrisville, N.C. except those
materials specific to the production of ACT monitoring cards for the sum of $
10.00 U. S. and copies of the formulary necessary to produce ACT cards for
sulfur dioxide, carbon monoxide, methyl-ethyl ketone, ethylene oxide, nitrogen
dioxide and arsine.
1. Mutual General Release. The parties agree that, in exchange for the mutual
consideration provided in this Agreement, the adequacy of which is hereby
acknowledged by both parties:
x. Xxxxxx and Xxxxxxxx, by their signatures below, on behalf of themselves,
their heirs, successors and assigns, hereby covenant and agree not to bring any
lawsuit against the Company and fifty release and forever discharge the Company
and its affiliated and subsidiary entities, legal representatives, successors,
assigns, agents, directors, officers and employees, from any and all actions,
claims, and liabilities of whatsoever kind or character, in law or in equity,
now known or unknown, suspected or unsuspected, arising on or before the date of
the execution of this Agreement that they have or ever had or may now have
against the Company, including, without Nations and all claims directly or
indirectly related to or arising out of their employment by the Company or the
severing of that employment and including, without Stations any and all claims
for breach of employment contract or any other claim arising under any state or
federal statutory or common law.
b. The Company, through the signature of its authorized representative below, on
behalf of itself, its affiliated and subsidiary entities, legal representatives,
successors, assigns, agents, directors, officers and employees, hereby covenants
and agrees not to bring any lawsuit against either Xxxxxx or Xxxxxxxx, jointly
or severally, and fully releases and forever discharges Xxxxxx and Xxxxxxxx,
their heirs, successors and assigns, from any and all actions, claims and
liabilities of whatsoever kind or character, in law or in equity, now known or
unknown, suspected or unsuspected, arising on or after the date of the execution
of this Agreement that it has ever had or may ever have against them or any of
them, including without Stations any and all claims directly or indirectly
related to or arising out of its employment of Xxxxxx and/or Xxxxxxxx, and
including, without limitation any and all claims for breach of employment
contract or any other claim arising under any state or federal statutory or
common law.
2. Governing Law. The parties agree that this Agreement win be construed and
governed by the laws of the State of North Carolina without regard to principles
of conflicts of law.
3. Modifications. This Agreement constitutes the entire understanding of the
parties and supersedes any and all previous agreements, written or otherwise,
between the parties, including but not limited to the employment contracts
referred to herein. The Parties agree that this Agreement will not be rescinded
or modified except in writing signed by the parties choosing to be so bound.
4. Voluntary Agreement. Xxxxxx, Xxxxxxxx and the Company expressly affirm that
they have read and fully understand the Agreement and Release, and they have had
the opportunity to consult with counsel of their own choosing to have the terms
of the Agreement and Release explained to them and to receive advice concerning
their legal rights. Both parties expressly represent that, in executing this
Agreement and Release, they are not executing it in reliance upon any promises,
representations or inducements other than those contained in the Agreement and
Release, that they understand that they are giving up legal rights by signing
this Agreement and Release, and that they are executing it voluntarily, free of
any duress or coercion, and upon due deliberation.
We have read, accept and agree to the terms and conditions of the above
Agreement and Release.
B y:
President, Envirometrics Products Company
Xxxxxx X. Xxxxxx
Date: 10/20/97
Xxxxxxx X. Xxxxxxxx Attest:
Date: 10/20/97 Date:
