MUTUAL RELEASE AGREEMENT
This
Mutual Release Agreement (this “Agreement”) is made and entered into this 6th
day of May, 2008, by Xxxxx Xxxxx, an individual having an address at 00000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx, 00000 (“Xxxxx”) and
North Coast Partners, Inc., a Delaware corporation having an address at 000
Xxxxx Xxxxxx, Xxxxx 0X, Xxxxxx, Xxxxxxxx 00000 (the “Company”).
W
I T
N E S S E T H:
WHEREAS,
Xxxxx was employed by the Company as its Chief Executive Officer pursuant to
the
terms and conditions of the Employment Agreement dated November 6, 2007 (the
“Employment Agreement”);
WHEREAS,
the Company and Xxxxx have mutually consented to the resignation of Xxxxx’x
employment, without cause, and the discontinuation of Xxxxx’x affiliation with
the Company, effective immediately;
NOW,
THEREFORE, in consideration of the premises and mutual promises contained
herein, and for other good and valuable consideration, the undersigned,
intending to be legally bound by this Agreement, agrees as follows:
1. Payment.
Simultaneous with the execution and delivery of this Agreement, Xxxxx shall
receive the amount of $17,000, representing good and valuable consideration
for
the execution and delivery of this Agreement and the full and complete
satisfaction of any Claims (as defined below) owed or to be owed by the Company
to Xxxxx.
2. Return
of Company Materials.
Xxxxx
shall return all files, documentation, and information materials on the Company
to the Company simultaneous with the execution and delivery of this Agreement
and not duplicate, make copies, keep or distribute any of such materials.
3. Further
Assurance.
Xxxxx
shall promptly sign instruments, documentation, filings or certifications
required by the Company to give full effect to the release of Xxxxx’x position
and duties as Chief Executive Officer as of the date hereof, if any is
required.
4. Release
by the Company.
(a) The
Company and its directors, officers, agents, advisors, representatives, and
direct and indirect affiliates and their respective successors and assigns
(collectively, the “Company Parties”) hereby irrevocably, unconditionally and
forever release Xxxxx and the Xxxxx Parties (as defined in paragraph 5 below)
of
and from any and all actions, causes of actions, suits, debts, charges, demands,
complaints, claims, administrative proceedings, liabilities, obligations,
promises, agreements, controversies, damages and expenses (including but not
limited to compensatory, punitive or liquidated damages, attorney’s fees and
other costs and expenses incurred), of any kind or nature whatsoever, in law
or
equity, whether presently known or unknown (collectively, the “Claims”), which
the Company or any of the Company Parties ever had, now have, or hereafter
can,
shall, or may have, for, upon, or by reason of any matter, cause, or thing
whatsoever against Xxxxx or any Xxxxx Parties. Without limiting the foregoing,
the Company expressly acknowledges that its release hereunder is intended to
include in its effect, without limitation, all Claims which have arisen and
of
which he knows, does not know, should have known, had reason to know, suspects
to exist or might exist in his favor at the time of the signing, and that this
Agreement extinguishes any such Claim or Claims. This release shall be binding
upon each of Company and the Company Parties and their respective partners,
officers, directors, stockholders, employees, agents, advisors, representatives,
personal representatives, heirs, assigns, successors and affiliates, and shall
inure to the benefit of Xxxxx and each of the Xxxxx Parties.
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(b) The
Company and each of the Company Parties acknowledges and agrees that none of
them will ever institute a Claim or xxx Xxxxx or any Xxxxx Parties concerning
any Claim covered by Section 4(a) hereof. The Company acknowledges and agrees
that if it violates this Agreement by suing Xxxxx or any Xxxxx Party, the
Company agrees that it will pay all costs and expenses of defending against
the
suit incurred by Xxxxx or the Xxxxx Party, including attorneys'
fees.
5. Release
by Xxxxx.
(a) Xxxxx
and
his agents, advisors, representatives, heirs and direct and indirect affiliates
and their respective successors and assigns (collectively, “Xxxxx Parties”)
hereby irrevocably, unconditionally and forever release the Company and its
employees, stockholders, officers, directors, agents, advisors, representatives
and direct and indirect affiliates and their respective successors and assigns,
and all persons, firms, corporations, and organizations acting on their behalf
(collectively referred to as the “Company Related Persons”) of and from any and
all actions, causes of actions, suits, debts, charges, demands, complaints,
claims, administrative proceedings, liabilities, obligations, promises,
agreements, controversies, damages and expenses (including but not limited
to
compensatory, punitive or liquidated damages, attorney’s fees and other costs
and expenses incurred), of any kind or nature whatsoever, in law or equity,
whether presently known or unknown (collectively, the “Claims”), which Xxxxx or
Xxxxx Parties ever had, now have, or hereafter can, shall, or may have, for,
upon, or by reason of any matter, cause, or thing whatsoever against any of
the
Company Related Persons, including without limitation any Claims relating
directly or indirectly to Xxxxx or Xxxxx Parties (including without limitation
any severance payment pursuant to the Employment Agreement), the Employment
Agreement, and the operations or business of the Company. Without limiting
the
foregoing, Xxxxx expressly acknowledges that the release hereunder is intended
to include in its effect, without limitation, all Claims which have arisen
and
of which he knows, does not know, should have known, had reason to know,
suspects to exist or might exist in his favor at the time of the signing,
including, without limitation, any Claims relating directly or indirectly to
the
Company, and that this Agreement extinguishes any such Claim or Claims. This
release shall be binding upon Xxxxx and each of the Xxxxx Parties and shall
inure to the benefit of the Company and each of the Company Related
Persons.
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(b) Xxxxx
and
each of the Xxxxx Parties acknowledges and agrees that he will never institute
a
Claim or xxx the Company, or any of the Company Related Persons, concerning
any
Claim covered by Section 5(a) hereof. Xxxxx acknowledges and agrees that if
he
violates this Agreement by suing the Company or any of the Company Related
Persons, Xxxxx agrees that he will pay all costs and expenses of defending
against the suit incurred by the Company or any of the Company Related Persons,
including attorneys' fees.
6. General
Provisions.
(a) This
Agreement shall in all respects be interpreted, enforced and governed under
the
laws of the State of Delaware, without regard to conflict of law rules applied
in such State. The language of all parts of this Agreement shall in all cases
be
construed as a whole, according to its fair meaning, and not strictly for or
against any of the parties.
(b) Should
any part, term or provision of this Agreement be declared or be determined
by
any court to be illegal or invalid, the validity of the remaining parts, terms
or provisions, including the release of all Claims, shall not be affected
thereby and said illegal or invalid part, term or provision shall be modified
by
the court so as to be legal or, if not reasonably feasible, shall be deleted.
This Agreement sets forth the entire agreement concerning the subject matter
herein, including, without limitation, the release of all Claims, and may not
be
modified except by a signed writing.
(c) Each
of
the parties hereto acknowledges and agrees that (a) such party has not relied
on
any representations, promises, or agreements of any kind made to him in
connection with his decision to accept the Agreement except for those set forth
herein; (b) such party has been advised to consult an attorney before signing
this Agreement, and that such party has had the opportunity to consult with
an
attorney; (c) such party does not feel that he or it is being coerced to sign
this Agreement or that his or its signing would for any reason not be voluntary;
and (d) such party has thoroughly reviewed and understands the effects of this
Agreement before signing it.
(d) This
Agreement shall be binding upon each of parties hereto and their respective
partners, officers, directors, stockholders, employees, agents, advisors
representatives, personal representatives, heirs, assigns, successors and
affiliates, and shall inure to the benefit of the other party
hereto.
(e) This
Agreement may be executed in counterparts and by facsimile, each of which shall
be deemed to be an original and both of which together will constitute one
and
the same legal and binding instrument.
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IN
WITNESS WHEREOF, the undersigned has executed and delivered this Agreement
on
the day and year first written above.
| |
|
|
| /s/ Xxxxx Xxxxx | ||
|
Xxxxx Xxxxx |
| NORTH COAST PARTNERS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: |
Xxxxxx Xxxxxxxxx |
|
| Title: | President | |
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