SETTLEMENT AND RELEASE
This
Settlement and Release (“Settlement and Release”) is made as of 21st
day of
July, 2005, by and between GREEN MOUNTAIN CAPITAL, INC., a Nevada corporation
(“Green Mountain”) and Sydney X. Xxxxxxx (“Xxxxxxx”).
WHEREAS,
Xxxxxxx contributed 1,000,000 shares of the Green Mountain Series B Preferred
Stock to Green Mountain on July 19, 2005; and
WHEREAS,
the 1,000,000 shares of the Green Mountain Series B Preferred Stock contributed
by Xx. Xxxxxxx are convertible into 200,000,000 shares of the Green Mountain
common stock; and
WHEREAS,
on July 19, 2005, Green Mountain transferred to Xxxxxxx 100 shares of common
stock in Vermont Motor Cars, Inc. to Xxxxxxx; and
WHEREAS,
the common shares in Vermont Motor Cars, Inc. transferred to Xxxxxxx are worth
approximately $200,000; and
WHEREAS,
pursuant to the Management Agreement between ARS Networks, Incorporated, Green
Mountain’s predecessor, and Ameri-can Equipment Sales and Leasing, dated January
1, 2001, and renewed in April 2004, Green Mountain agreed to employ Xxxxxxx
(the
“Employment Agreement”); and
WHEREAS,
pursuant to Section 6 of the Employment Agreement, Green Mountain has a right
to
terminate Harland’s employment at any time upon a payment of twice his existing
compensation rate at the time of termination, plus a cash settlement of
$1,000,000; and
WHEREAS,
Green Mountain and Xxxxxxx agree that it is mutually beneficial to terminate
Harland’s Employment Agreement at this time; and
WHEREAS,
upon termination of his Employment Agreement, Xx. Xxxxxxx would be entitled
to a
payment of $1,320,000, in addition to the cash settlement of $1,000,000;
and
WHEREAS,
the parties to this Settlement and Release desire to settle all amounts owed
by
Green Mountain to Xxxxxxx in connection with Harland’s Employment Agreement and
his contribution of the Series B Preferred shares to Green Mountain on July
19,
2005;
NOW,
THEREFORE, in satisfaction of any and all disputes and claims owing up to and
through July 21, 2005, and in consideration of the release contained herein,
the
parties hereto agree as follows:
On
July
19, 2005, Green Mountain transferred to Xxxxxxx 100 shares of common stock
in
Vermont Motor Cars, Inc., worth approximately $200,000, to Xxxxxxx in
consideration for Harland’s contribution of the Series B Preferred Stock to
Green Mountain and in satisfaction of any and all claims related to the
Employment Agreement. In consideration of his July 19, 2005 receipt of the
shares in Vermont Motor Cars, Inc., Xxxxxxx, for himself and his heirs,
executors and administrators, will be deemed to have remised, released and
forever discharged, and by these presents does, for himself and his heirs,
executors and administrators, remise, release, and forever discharge Green
Mountain and its successors and assigns, of and from all manner of action and
actions, causes of action, suits, debts and dues, claims and demands whatsoever,
in law or in equity, which against Green Mountain, Xxxxxxx ever had, now has,
or
which his successors, heirs, executors or administrators, hereafter can, shall
or may have, for, upon or by reason of the Employment Agreement or Harland’s
July 19, 2005 contribution of the Series B Preferred Stock to Green
Mountain.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Settlement
and Release on the date first appearing above.
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GREEN
MOUNTAIN CAPITAL, INC.
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By
/s/ Sydney X. Xxxxxxx
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Title:
President and CEO
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