TERMINATION AND SETTLEMENT AGREEMENT
TERMINATION AND SETTLEMENT AGREEMENT, dated as of October 16, 1997 by
and between The Great American BackRub Store, Inc., a New York corporation
("GAB") and Xxxxxxxx Xxxxxx, ________________________ ("Xxxxxx").
W I T N E S S E T H
WHEREAS, GAB and Xxxxxx agree that it is in their respective best
interests to terminate, effective October 16, 1997, Xxxxxx'x employment pursuant
to the agreement between GAB and Xxxxxx dated November 1, 1994 as amended (the
"Employment Agreement"), pursuant to the terms and conditions provided herein.
NOW, THEREFORE, IT IS AGREED:
1. Each of GAB and Xxxxxx agree as follows:
(a) Xxxxxx'x employment by GAB terminates effective
October 16, 1997.
(b) The Employment Agreement is terminated and of no
further force and effect, effective October 15, 1997.
(c) Xxxxxx agrees to accept, in lieu of all compensation
and other consideration for services rendered under
the Employment Agreement, five year Warrants to
purchase 100,000 shares of the Company's common stock
of which 1/3 are exercisable at $.50 per share, 1/3
are exercisable at $.75 per share and 1/3 are
exercisable at $1.00 per share.
2. GAB agrees to register the shares issuable to Xxxxxx pursuant to the
exercise of the Warrants on Form S-8.
3. Xxxxxx irrevocably, unconditionally and generally releases and
forever discharges GAB and each of GAB's direct or indirect affiliates,
investors, partners, officers, directors, partners, employees and agents from
any and all claims, liabilities , demands and causes of action known or unknown,
fixed or contingent, which Xxxxxx claimed in the past, or now claims, or may be
able to claim in the future against any of them arising directly or indirectly
out of Xxxxxx'x employment therewith or the termination of such employment, or
Xxxxxx'x ownership of any equity or other interest therein or any right to the
same, including but not limited to all claims which Xxxxxx does not know or
suspect at this time to exist and which, if known, would materially affect this
release. Xxxxxx hereby covenants not to file a lawsuit or demand for arbitration
to assert any such claim. This release includes a release of any and all claims
for violation of any federal, state or municipal statute, including but not
limited to claims arising under federal, state, or local laws prohibiting
employment discrimination, Title VII of the Civil Rights Act 0f 1964, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967 and the
Americans with Disabilities Act. This release does not release any claim Xxxxxx
may have against GAB for a breach of any provision of this Agreement. Xxxxxx
acknowledges that the consideration given for the waiver and release agreements
set forth herein and elsewhere in this Agreement, which consideration was
factored into the compensation to be received by Xxxxxx as a consultant to GAB
as provided in Section (c) above, are in addition to anything of value to which
Xxxxxx was already entitled.
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4. GAB, on behalf of itself and each of its direct or indirect
affiliates, shareholders, investors, officers, directors, partners, employees
and agents irrevocably, unconditionally and generally releases and forever
discharges Xxxxxx from any and all claims, liabilities, demands and cause of
action known or unknown, fixed or contingent, which GAB claimed in the past, or
now claims, or may be able to claim in the future against Xxxxxx arising
directly or indirectly out of Xxxxxx'x employment therewith, including but not
limited to all claims which GAB does not know or suspect at this time to exist
and which, if known, would materially affect this release. GAB hereby covenants
not to file a lawsuit or demand for arbitration to assert any such claim. This
release does not release any claim GAB may have against Xxxxxx for a breach of
any provision of this Agreement.
5. Xxxxxx agrees to cooperate with GAB in connection with any
litigation involving GAB in which Xxxxxx may be needed as a witness. Such
cooperation by Xxxxxx will be provided at no charge to GAB, subject to
scheduling at mutually convenient times (subject to court directives) except
that GAB will reimburse Xxxxxx, upon documentation, for his reasonable
out-of-pocket expenses should he be required to travel for a deposition or trial
testimony.
6. Notwithstanding Sections 3 and 4 above, the terms of a
separate indemnification agreement shall survive delivery of this Agreement.
7. Xxxxxx acknowledges that he has had the opportunity to review this
Agreement with legal counsel of his choosing, is knowingly making the releases
herein, and is entering into this Agreement of his own free will.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the day and year first above written.
THE GREAT AMERICAN BACKRUB STORE, INC.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
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