EXHIBIT 10.92
SEPARATION AND RELEASE AGREEMENT
This SEPARATION AND RELEASE AGREEMENT (the "Agreement"), executed
this ____ day of ______________, 2002, is entered into by and between Xxxxx
Xxxxxxx, Fidelity Holdings, Inc., The Major Automotive Companies, Inc., Major
Chevrolet, Inc., Major Motors of Hempstead, Inc., d/b/a Mazda of Hempstead,
Compass Dodge, Inc., and Compass Lincoln-Mercury, Inc. (together with their
subsidiaries and affiliates being collectively referred to herein as the
"Company") and Xxxxx X. Xxxxxxx ("Xxxxxxx").
WITNESSETH
WHEREAS, Xxxxxxx has ceased to be an employee of the Company as of
the Separation Date (as hereinafter defined);
WHEREAS, Xxxxxxx and the Company desire to settle fully and finally
any and all matters between them as of the Separation Date, including, but not
limited to, any issues that may arise out of Xxxxxxx'x employment with the
Company and the termination thereof.
NOW, THEREFORE, in consideration of the mutual agreements and
understandings set forth herein, intending to be legally bound, the parties
hereto hereby agree as follows:
Section 1. Termination of Employment; Benefits.
(a) Termination of Employment. Xxxxxxx'x employment with the
Company terminated on September 14, 2001, (the
"Separation Date").
(b) Benefits. In consideration for Xxxxxxx'x agreement to be
bound by the terms of this Agreement and subject to
Section 11(a) hereof, Xxxxxxx shall be entitled to
receive from the Company the following payments for
which an IRS Form 1099 will be issued:
(i) The Company agrees to pay Xxxxxxx a total amount of
Four Hundred Fifty-Two Thousand Five Hundred Dollars ($452,500.00) as follows:
(1) Two Hundred Twenty-Two Thousand and Five
Hundred Dollars ($222,500.00) within fifteen (15) days after this Agreement
signed by Xxxxxxx is received by the Company's counsel to be paid as follows:
(a) $44,148.63 payable to "Xxxxxxxxx, Xxxxx & Xxxxxxxx, PC" as
payment for the firm's counsel fees, related costs and expenses under all
applicable federal and state statutes;
(b) $178,351.37 payable to Xxxxx X. Xxxxxxx by certified
check.
(2) Twenty Thousand Dollars ($20,000.00) payable to
Xxxxx X. Xxxxxxx on November 1, 2002;
(3) Fourteen Thousand Dollars ($14,000.00) per month
payable to Xxxxx X. Xxxxxxx in the remaining fifteen (15) monthly installments,
each payment to be made on the 1st day of each month;
(c) Xxxxxxx will return to the Company the 4,500 shares of
stock issued to him in February 2000. The Company will cooperate with Xxxxxxx
with respect to any tax implications regarding the stock transfer. It is agreed
that the stock transfer was based upon a memorandum of understanding that was
entered into between Xxxxx X. Xxxxxxx and the Company.
(d) The Company agrees to provide notice to the purchaser of a
major asset of the Company of its liability pursuant to this Agreement and will
provide prior notice of at least thirty (30) days to Xxxxxxx of such sale.
(e) Xxxxxxx will return his Company vehicle to the Company at
the time of the first payment pursuant this Agreement. The Company agrees to
pick up the vehicle at 00 Xxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxx Xxxxxx. The Company
also agrees that upon receipt of the first payment pursuant to the Agreement
Xxxxxxx will maintain possession of the Company's lap top computer should there
be no lien or encumbrance upon the computer or should there be a lien or
encumbrance upon the computer Xxxxxxx has the choice to either assume the
liability for the computer or will return the computer. The Company agrees to
provide proof of such liability and the terms thereof on the computer prior to
Xxxxxxx making his determination to either return the computer or assume the
proven liability.
All payments pursuant to this Section 1(b)(i) shall be made by check
of the Company mailed to Xxxxxxx'x address, 00 Xxxxxxxx Xxxxx, Xxxxx Xxxxx, XX
00000; provided, further, that to the extent any such payment obligation remains
unpaid by the Company within five (5) days of the date on which the payment is
due, the attorney for Xxxxxxx shall notify the attorney for the Company by way
of facsimile and regular mail that the payment has not been received. The
Company will have five (5) days after receiving notice to make said payment. If
the payment is not made, the total balance shall be due and owing and Xxxxxxx
shall be entitled to move, ex parte before the United States District Court,
District of New Jersey, The Xxxxxxxxx Xxxxxxx X. Xxxxxxx, U.S.D.C.J. or the
appropriate judicial authority in the United States District Court, District of
New Jersey, for judgment against all named defendants except Xxxxx Xxxxxxx, in
the amount of $452,500.00 less any payments made pursuant to this Agreement,
exclusive of any interest.
The Company must provide at least thirty (30) days notice to
Xxxxxxx'x counsel and Xxxxxxx of any contemplated change of control of the
Company as that term is defined in Section 9 of this Agreement. Should a change
in control of the Company occur, any remaining amount due to Xxxxxxx shall
become due and payable as of the date of such change of control.
Should the Company fail to make said payment, Xxxxxxx upon five (5) days notice
to the Company, may move for the entry of judgment, ex parte before the United
States District Court. District of New Jersey, The Xxxxxxxxx Xxxxxxx X. Xxxxxxx,
U.S.D.J. or the appropriate judicial authority in the United States District
Court, District of New Jersey, for judgment against all named defendants except
Xxxxx Xxxxxxx in the amount of $452,500.00 less any payments made pursuant to
this Agreement.
Section 2. Mutual Release.
(a) Release by Xxxxxxx.
(i) Xxxxxxx knowingly and voluntarily releases and
forever discharges the Company and the Company's parents, subsidiaries and
affiliates, together with all of their respective past and present directors,
managers, officers, including but not limited to Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx,
partners, employees and attorneys, and each of their predecessors, successors
and assigns, and any of the foregoing in their capacity as a shareholder or
agent of the Company (collectively, "Releasees") from any and all claims,
charges, complaints, promises, agreements, controversies, liens, demands, causes
of action, obligations, damages and liabilities of any nature whatsoever, known
or unknown, suspected or unsuspected, as of the date of this Release, which
against them Xxxxxxx or his executors, administrators, successors or assigns
ever had, now have, or may hereafter claim to have against any of the Releasees
by reason of any matter, cause or thing whatsoever arising on or before the
Separation Date and whether or not previously asserted before any state or
federal court or before any state or federal agency or governmental entity (the
"Release"). The Release includes, without limitation, any rights or claims
relating in any way to Xxxxxxx'x employment relationship with the Company or any
of the Releasees, or the termination thereof, or arising under any statute or
regulation, including the National Labor Relations Act; the Age Discrimination
in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the American With Disabilities Act of 1990, the Employee
Retirement Income Security Act of 1974, the Family Medical Leave Act, the New
Jersey Law Against Discrimination; the New Jersey Family Leave Act; the New
Jersey State Wage and Hour Law; the New Jersey Conscientious Employee Protection
Act; the New Jersey Equal Pay Law; the New Jersey Occupational Safety and Health
Law; the New Jersey Smokers' Rights Law; the New Jersey Genetic Privacy Act; the
New Jersey Fair Credit Reporting Act; the New Jersey Statutory Provision
Regarding Retaliation/Discrimination for Filing a Workers' Compensation Claim;
the New Jersey Public Employees' Occupational Safety and Health Act; New Jersey
laws regarding Political Activities of Employees, Lie Detector Tests, Jury Duty,
Employment Protection, and Discrimination, any other federal, state or local
civil rights law or any other local, state or federal law, regulation or
ordinance; any public policy, contract (oral, written or implied), tort,
constitutional or common law; any claims for vacation, sick or personal leave
pay or payment pursuant to any practice, policy, handbook or manual of Employer;
or any allegation for costs, fees, or other expenses including attorneys' fees;
the New York Equal Pay Law; the New York Human Rights Law (NYHRL); the New York
Civil Rights Law; the New York Equal Rights Law; The New York AIDS Testing
Confidentiality Act; the New York Bone Marrow Donor Leave Law; the New York
Occupational Safety and Health Laws; the New York Rights of Persons With
Disabilities Law; the New York Nondiscrimination Against Genetic Disorders Law;
the New York Smokers'
Rights Law; the New York Discrimination by Employment Agencies Law; the New York
Adoptive Parents' Child Care Leave Law; the New York Bias Against Cancer Victims
Law; the New York Wage and Hour Laws; the New York Labor Law; the New York City
Human Rights Law; the New York City Administrative Code and Charter; New York
laws regarding Consumer Reports, Jury Duty, Witness Duty, Voting Leave, Workers'
Compensation: Retaliation, Whistleblower Protection, New York State Disability
Benefits: Retaliation, Lie Detector Tests, Fingerprinting, Genetic Testing and
Arrest Records, Sections 1981 through 1988 of Title 42 of the United States
Code, the Fair Credit Reporting Act, the Rehabilitation Act, the Fair Labor
Standards Act, and WARN Act, each as amended, or under any policy, agreement,
understanding or promise, whether written or oral, formal or informal, between
any of the Releasees and Xxxxxxx.
(ii) The Company denies each and every allegation of
wrongdoing made by Xxxxxxx in the captioned matter entitled Xxxxx X. Xxxxxxx v.
Xxxxx Xxxxxxx, individually and in his capacity as an Officer, Director and
Majority Stockholder of the defendant corporations, Fidelity Holdings, Inc., The
Major Automotive Companies, Major Chevrolet, Major Motors of Hempstead, Compass
Dodge, Compass Lincoln-Mercury, ABC Companies I-V, fictitious name, actual names
unknown, and Xxxx Does, I-X, fictitious names, actual names unknown,
individually and in their official capacity in the United States District Court,
District of New Jersey, bearing Civil Action No. 01-cv-4486. Xxxxxxx and the
Company agree that this Agreement shall not, in any way, be construed or
considered an admission of guilt or non-compliance with any federal, state or
local law, or any other wrongdoing whatsoever. In exchange for the promises
herein, Xxxxxxx agrees to the dismissal, with prejudice, and without an award of
costs or attorneys' fees of the referenced complaint.
(iii) Nothing herein shall be deemed to release any of
Xxxxxxx'x rights under this Agreement.
(iv) Xxxxxxx represents that he understands and agrees
that he has the right and has in fact reviewed this Agreement and, specifically,
the Release, with an attorney of Xxxxxxx'x choice. Xxxxxxx further represents
that he understands and agrees that the Company is under no obligation to offer
him this Agreement, and that Xxxxxxx is under no obligation to consent to the
Release, and that he has entered into this Agreement freely and voluntarily.
(v) Xxxxxxx acknowledges he has had twenty-one (21) days
to consider this Agreement and once he has signed this Agreement, Xxxxxxx shall
have seven (7) additional days from the date of execution to revoke his consent
to the Release set forth above. Any such revocation shall be made by delivering
written notification to Xxxxxxx X. Xxxx, Esq. of Xxxxxxx Xxxxx Xxxxxxxxxx &
Xxxxxxx. In the event that Xxxxxxx revokes his Release, all the terms of the
other sections and subsections of this Agreement, other than Section 1(a)
hereof, shall be null and void and shall not become effective. If no such
revocation occurs, the Release and this Agreement shall become effective as of
the eighth day after the date Xxxxxxx signs this Agreement.
(b) In consideration for Xxxxxxx'x execution of this
Agreement, Company releases and discharges Xxxxxxx from any and all claims,
causes of action and rights which it may have against him based on any act,
event or omission occurring before the execution of this Agreement, including
but, not limited to, any and all claims arising out of, or in connection with
his employment or tenure as a member of the Board of Directors with the Company,
whether arising in tort, contract, common laws or federal or state statute or
regulation, or any other basis in law or in equity.
Section 3. Mutual Non-Disparagement. Xxxxxxx agrees that he will not
make or publish any statement which is, or may reasonably be considered to be,
disparaging of the Company, the Company's subsidiaries or affiliates, or
directors, officers or employees of the businesses of the Company or any of the
Company's subsidiaries or affiliates. The Company agrees that it will not make
or publish any statement which is, or may reasonably be considered to be,
disparaging of Xxxxxxx. Xxxxxxx has the right to review any statement or
publication made by the Company and any of its agents or executives which refer
to Xxxxxxx, his employment with the Company, and/or his tenure as a member of
the Board of Directors
Section 4. Confidentiality; Intellectual Property; Disclosure.
(a) Following the Separation Date, Xxxxxxx shall keep secret
and retain in strictest confidence, any and all Confidential Information (as
hereinafter defined under New Jersey law) relating to the Company as defined
under applicable New Jersey law.
(b) All Intellectual Property (as hereinafter defined)
created, developed, co-developed, obtained or conceived of by Xxxxxxx during the
period Xxxxxxx served as an executive officer of the Company shall be owned by
and belong exclusively to the Company, provided that they reasonably relate to
any of the business of the Company on the date of such creation, development,
obtaining or conception. For purposes of this Agreement, the term "Intellectual
Property" means any and all of the following and all statutory and/or common law
rights throughout the world in, arising out of, or associated therewith: (i) all
trade names, trade dress, logos, product names, collective marks, collective
membership marks, trademarks certification marks and service marks, trademark
and service xxxx registrations and applications together with the goodwill of
the business symbolized by the names and the marks; (ii) all goodwill associated
with any of the foregoing.
Section 5. Cooperation. Subject to the provisions of Section 8,
Xxxxxxx agrees that he will fully cooperate in any litigation in which the
Company or any of the Company's parents, subsidiaries and affiliates may become
involved. Such cooperation shall include Xxxxxxx making himself available, upon
the request of the Company, for depositions, court appearances and interviews by
Company's counsel. To the maximum extent permitted by law, Xxxxxxx agrees that
he will notify the Chairman of the Board of Directors of the Company and the
Chairman of the Audit Committee of the Board of Directors of the Company if he
is contacted by any government agency or any other person contemplating or
maintaining any claim or legal action against the Company or any of the
Company's parents, subsidiaries and affiliates, or by any agent or attorney of
such person. Should it become necessary for Xxxxxxx to
cooperate as defined herein, he will be compensated at the rate of $150 per
hour, plus all reasonable expenses.
Section 6. Proceedings. Xxxxxxx affirms that Executive has not filed
or caused to be filed, and presently is not a party to, any claim, complaint, or
action against the Company in any form or forum. Plaintiff acknowledges that
because of circumstances unique to Xxxxxxx, including, but not limited to,
irreconcilable differences with the Company, Xxxxxxx agrees not to seek
employment with Defendant in the future.
Section 7. Standstill.
(a) Xxxxxxx covenants to and agrees with the Company that from
and after the date hereof until the second anniversary of the Separation Date
(the "Standstill Period"), without the Company's prior written consent, Xxxxxxx
will not, directly or indirectly:
(i) Make any public announcement with respect to, or
submit to the Company or any of its respective directors, officers,
representatives, trustees, employees, attorneys, advisors, agents or Affiliates,
any proposal for, the acquisition of any Voting Securities or with respect to
any merger, consolidation, business combination or purchase of any substantial
portion of the assets of the Company, whether or not any parties other than
Xxxxxxx is involved, and whether or not such proposal might require the making
of a public announcement by the Company;
(ii) Seek or propose to influence, advise, change or
control the management, board of directors, governing instruments or policies or
affairs of the Company, or make, or in any way participate in, any
"solicitation" of "proxies" (as such terms are defined or used in Regulation 14A
under the Exchange Act, to vote any Voting Securities or become a "participant"
in any "election contest" (as such terms are defined and used in Regulation 14A
and Schedule 14A under the Exchange Act) with respect to Voting Securities;
(iii) Deposit any Voting Securities in a voting trust or
subject any Voting Securities to any arrangement or agreement (other than this
Agreement) with respect to the voting of such Voting Securities or any other
agreement having similar effect;
(iv) Form or join a partnership, limited partnership,
syndicate or other group (as defined in Section 13(d)(3) of the Exchange Act)
with respect to any Voting Securities; or
(v) Other than a non-public request to waive the
provisions of clause (i) of this Section 7(a), make a request to amend or waive
any provision of this Section 7(a).
Section 8. Indemnification. From and after the Separation Date
and/or Xxxxxxx'x date of resignation from the Board of Directors, the Company
shall indemnify, defend and hold harmless Xxxxxxx against all costs or expenses
(including reasonable attorneys' fees), judgments, fines, losses, claims,
damages or liabilities (collectively, "Costs") incurred in
connection with any claim, action, suit, proceeding or investigation, whether
civil, criminal, administrative or investigative, arising out of actions or
omissions of Xxxxxxx occurring prior to the Separation Date and/or Xxxxxxx'x
date of resignation from the Board of Directors, which is based upon or relates
to Xxxxxxx'x capacity as a director or officer of the Company, to the fullest
extent Xxxxxxx is permitted to be indemnified under the Company's Articles of
Incorporation and Bylaws as in effect on the date of this Agreement. In the
event of any such threatened or actual claim action, suit, proceeding or
investigation (whether asserted or arising before or after the Separation Date
and/or Xxxxxxx'x date of resignation from the Board of Directors), Xxxxxxx may
retain counsel reasonable satisfactory to Xxxxxxx and the Company; provided,
however, that (1) the Company shall have the right to assume the defense thereof
and upon such assumption the Company shall not be liable to Xxxxxxx for any
legal expenses of other counsel or any other expenses subsequently incurred by
Xxxxxxx in connection with the defense thereof, except that if the Company
elects not to assume such defense, or counsel for Xxxxxxx reasonably advises
Xxxxxxx that there are issues which raise conflicts of interest, between the
Company and Xxxxxxx, Xxxxxxx may retain counsel reasonably satisfactory to
Xxxxxxx and the Company, and the Company shall pay the reasonable fees and
expenses of such counsel for Xxxxxxx and (2) the Company shall not be liable for
any settlement effected without its prior written consent; provided, further,
that nothing in this Section 8 shall prevent Xxxxxxx from retaining separate
counsel with the prior written consent of the Company which consent shall not be
unreasonably withheld. If Xxxxxxx wishes to claim indemnification under this
Section 8, upon learning of any such claim, action, suit, proceeding or
investigation, Xxxxxxx shall promptly notify the Company thereof, provided that
the failure to notify shall not affect the obligation of the Company under this
Section 8 except to the extent such failure to notify materially prejudices the
Company. The Company's obligations under this Section 8 shall continue in full
force and effect for a period of six (6) years after the Separation Date and/or
Xxxxxxx'x date of resignation from the Board of Directors; provided that all
rights to indemnification in respect of any claim, action, suit, proceeding or
investigation made, asserted or commenced with such six year period shall
continue until the final disposition of such claim, action, suit, proceeding or
investigation.
Section 9. Certain Defined Terms. For purposes of this Agreement,
the following terms shall have the following meanings:
(a) "Affiliate" or Affiliates" shall mean, with respect to any
Person, any other Person which directly or indirectly controls or is controlled
by or is under common control with such Person (as used in this definition,
"control" (including its correlative meanings, "controlled by" and "under common
control with") shall mean possession, directly or indirectly, of power to direct
or cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise)).
(b) "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act.
(c) "Beneficial Ownership" or "Beneficially Own" shall mean
any securities of which a Person or any such Person's Affiliates is considered
to be a Beneficial Owner or of which such Person or any of such Person's
Affiliates or associates, directly or indirectly, has the right to acquire
(whether such right is exercisable immediately or only after
the passage of time or upon the satisfaction of conditions) pursuant to any
agreement, arrangement or understanding (whether or not in writing) or upon the
exercise of conversation rights, exchange rights, warrants or options, or
otherwise, it being understood and agreed that Xxxxx Xxxxxxx shall be deemed to
Beneficially Own securities held in trust for the benefit of Xxxxx Xxxxxxx or
any member of his immediate family.
(d) "Business Day" shall mean any day, other than a Saturday,
Sunday or a day on which banking institutions in the City of New York are
authorized or obligated by law or executive order to close.
(e) "Change in Control" shall be deemed to have occurred if
the event set forth in any one of the following paragraphs shall have occurred:
(i) Xxxxx Xxxxxxx ceases to Beneficially Own of at least
twenty percent (20%) of the combined voting power of the Company's then
outstanding securities; or
(ii) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such person any securities acquired directly
from the Company or its affiliates) representing fifty percent (50%) or more of
the combined voting power of the Company's then outstanding securities,
excluding any person who becomes such a Beneficial Owner in connection with a
transaction described in clause (iii)(A) below; or
(iii) there is consummated a merger or consolidation of
the Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (A) a merger or consolidation which results in the
directors of the Company immediately prior to such merger or consolidation
continuing to constitute at least a majority of the board of directors of the
Company, the surviving entity or any parent thereof immediately after such
merger or consolidation; or (B) a merger or consolidation effected to implement
a recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates) representing
fifty percent (50%) or more of the combined voting power of the Company's then
outstanding securities.
Notwithstanding the foregoing, a "Change in Control" shall not
be deemed to have occurred by virtue of the consummation of any transaction or
series of integrated transactions (x) immediately following which the record
holders of the common stock of the Company immediately prior to such
transactions or series of transactions continue to have substantially all of the
assets of the Company immediately following such transaction or series of
transactions or (y) in which Xxxxx Xxxxxxx or any Person controlled by Xxxxx
Xxxxxxx Beneficially Owns fifty percent (20%) or more of the combined voting
power of the Company's then outstanding securities.
(f) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
(g) "Person" shall mean an individual, corporation,
association, partnership, group (as such term is used in Section 13(d)(3) of the
Exchange Act), trust, joint venture, business trust or unincorporated
organization, or a government or any agency or political subdivision thereof.
(h) "Voting Securities" shall mean at any time shares of
any class of capital stock of the Company which are then entitled to vote
generally in the election of directors or any securities which are convertible
into, or exchangeable or exercisable for, any such shares.
Section 10. Notice. For the purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid as follows:
If to the Company:
The Major Automotive Companies, Inc.
00-00 Xxxxxxxx Xxxx.
Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxx, CEO, Chairman and President
If to Xxxxxxx:
Xxxxx X. Xxxxxxx
00 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
With a copy to:
Xxxxxx X. Xxxxxxxxx, Esq.
Xxxxxxxxx, Xxxxx & Xxxxxxxx
0 Xxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
or such other address as either party may have furnished to the other in
writings in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
Section 11. Miscellaneous.
(a) Enforcement; Governing Law; Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to its conflicts of law principles. The Company shall
have the right, without prejudice to any other rights or remedies it might have
under the law which are reserved, to obtain injunctive
relief to restrain any breach or threatened breach by Xxxxxxx of this Agreement
or otherwise to specifically enforce any provision of this Agreement; provided,
however, that such right to injunctive relief does not preclude the Company from
seeking monetary damages for a breach by Xxxxxxx of this Agreement.
(b) Headings. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
(c) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) Entire Agreement. This Agreement constitutes the entire
agreement, and supersedes any and all prior agreements, and understandings, both
written and oral, between the parties hereto with respect to the subject matter
hereof except as otherwise provided herein.
(e) Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect.
(f) Successors. This Agreement shall be binding upon and shall
inure to the benefit of each of the parties hereto, and their respective heirs,
legatees, executors, administrators, legal representatives, successors and
assigns. The provisions of Section 2(a) hereof are intended to be for the
benefit of, and shall be enforceable by, each Releasee and his, her or its,
heirs and representatives.
Section 12. Board Approval. Company acknowledges that they received
authority from the Board of Directors of the Company to enter into this
Agreement. Company will provide to Xxxxxxx within fourteen (14) days of the
execution of this Agreement a Secretary Certified Resolution duly adopted by the
Board of Directors authorizing execution and delivery of this Settlement
Agreement.
Section 13. Removal as Officer and/or Registered Agent. The Company
agrees that if it has not done so already they will immediately remove the
Executive as an officer and/or registered agent of the Company and any
affiliates situated throughout the United States. Company agrees to indemnify
Xxxxxxx according to Section 8 regarding Xxxxxxx'x status as either an officer
and/or registered agent for six (6) years from the date of removal. Company
agrees to provide to Xxxxxxx proof of removal within fourteen (14) days of the
removal.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
Dated: _______________________________________
Xxxxx X. Xxxxxxx
Dated: _______________________________________
Xxxxx Xxxxxxx
FIDELITY HOLDINGS, INC.
Dated: By:____________________________________
THE MAJOR AUTOMOTIVE COMPANIES, INC.
Dated: By:____________________________________
MAJOR CHEVROLET, INC.
Dated: By:____________________________________
MAJOR MOTORS OF HEMPSTEAD, INC. d/b/a
MAZDA OF HEMPSTEAD
Dated: By:____________________________________
COMPASS DODGE, INC.
Dated: By:____________________________________
COMPASS LINCOLN-MERCURY, INC.
Dated: By:____________________________________