Exhibit 10.49
SETTLEMENT AGREEMENT AND MUTUAL RELEASES
THIS Settlement Agreement and Mutual Releases ("Settlement Agreement") is
entered into by Xxx X. Xxxxxx, Xxxxxxx Xxxxxxx and Xxxxxx X. Xxxxxx as well as
Xxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx & Xxxxxxx, P.C., Xxxxxxxx
Xxxx, Xxxxxx Xxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, Nord Resources Corporation and
Nord Pacific Limited.
RECITALS
1. Xxx X. Xxxxxx ("Jenner') is a resident of the state of New Mexico and a
shareholder of Nord Resources Corporation ("Nord").
2. Xxxxxxx Xxxxxxx ("Xxxxxxx') is a resident of the state of Maryland and a
shareholder of Nord.
3. Xxxxxx X. Xxxxxx ("Xxxxxx") is a resident of the state of New Mexico and a
shareholder of Nord.
4. Xxxxxx, Xxxxxxx and Xxxxxx shall be referred to collectively as
"Shareholders."
5. Nord is a Delaware corporation with its principal place of business in
Albuquerque, New Mexico, Nord Pacific Limited ("Nord Pacific") is an affiliate
of Nord.
6. Xxxxx Xxxxx and his wife, Xxxxxxxxx Xxxxx (hereinafter referred to
collectively as "Cruft"), are residents of the state of California. Xxxxx Xxxxx
is Chairman of the Board of Directors of Nord and a beneficiary of a certain
"rabbi trust" established by Nord to fund retirement benefits. Xxxxx Xxxxx is
also a Director of Nord Pacific.
7. Xxxxxxxx Xxxx and his wife, Xxxxxx Xxxx (hereinafter referred to collectively
as "Lang"), are residents of the state of Ohio. Xxxxxxxx Xxxx is a Director of
Nord and a beneficiary of a certain "rabbi trust" established by Nord to fund
retirement benefits. Xxxxxxxx Xxxx is also a Director of Nord Pacific.
8. Xxxxxxx Xxxxxxx ("Xxxxxxx") is a resident of the state of New York and a
Director of Nord. Xxxxxxx is a member of Xxxxxxx & Xxxxxxx, P.C. ("Xxxxxxx &
Xxxxxxx") which acted as legal counsel to Nord. Xxxxxxx is also a Director of
Nord Pacific.
9. Xxxxx Xxxxx ("Xxxxx') is a resident of Australia and was a Director of Nord,
having resigned as of April 1, 2000.
10. Xxxxx Xxxxxxx ("Xxxxxxx") is a resident of the state of South Carolina and
was a Director of Nord, having resigned as of April 1, 2000.
11. Xxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxx, Xxxxx and Xxxxxxx shall be referred to
collectively as the "Individual Directors."
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12. A dispute has arisen among the Shareholders and Cruft, Lang, Lichter, Xxxxx,
Xxxxxxx and Nord relating to the management of Nord by the Individual Directors,
which resulted in a derivative action filed in the First Judicial Xxxxxxxx
Xxxxx, Xxxxx Xx Xxxxxx, Xxxxx xx Xxx Xxxxxx, known as Xxx X. Xxxxxx, Xxxxxxx
Xxxxxxx and Xxxxxx Xxxxxx v. Xxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxxxx,
Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, National City Bank,
N.A., and Nord Resources Corporation, Case No. D-0101-CV-2000-1096, which was
removed by Nord to the United States District Court for the District of New
Mexico, Case No. CIV-00911DJS (the "LAWSUIT").
13. Although the Defendants to the LAWSUIT have yet to file responses, the
parties now desire to fully and finally settle all claims associated with the
LAWSUIT, all activities, occurrences or transactions related to the management
of Nord and the legal services provided to Nord by Xxxxxxx and Xxxxxxx & Xxxxxxx
for the purpose of avoiding the costs and risks of litigation without any
admission or concession of liability, fault or wrongdoing on the part of any
party.
AGREEMENT
In consideration of the mutual promises set forth in this Settlement Agreement
and for other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree and promise as follows:
14. ADOPTION OP RECITALS
The parties hereby adopt the recitals set out above in paragraphs 1 through and
including 13 as if fully set forth herein.
15. RESIGNATIONS AND APPOINTMENT OF NEW DIRECTOR(S)
As a material inducement to the Shareholders to enter into this Settlement
Agreement and contemporaneous with the approval of this Settlement Agreement by
the Court overseeing the LAWSUIT, Xxxxx Xxxxx, Xxxxxxxx Xxxx and Xxxxxxx agree
to resign as members of Nord's Board of Directors and Nord Pacific's Board of
Directors, and the remaining Nord Director, Xx. Xxxxxx Xxxxxx, shall appoint
Xxxxxx X. Xxxxxx and two others to Nord's Board of Directors. The failure by
Nord to appoint the two others to Nord's Board of Directors shall in no way
affect the appointment of Xxxxxx X. Xxxxxx to Nord's Board of Directors. The
resignations and the appointments shall be in a written form acceptable to Nord
and the Shareholders and delivered to Xxxxxxxx Xxxxxxx Ives in trust as counsel
for Nord by Monday, August 7, 2000.
16. NORD EXPENSES AND SHAREHOLDER EXPENSES
Upon approval of this Settlement Agreement by the Court overseeing the LAWSUIT,
Nord shall no longer pay fees and expenses related to Xxxxx Xxxxx'x activities
for or on behalf of Nord, including the costs associated with the Los Olivos,
California office. Also, upon approval of this Settlement Agreement by the Court
overseeing the LAWSUIT, Nord agrees to reimburse the Plaintiffs to the LAWSUIT
for their reasonable attorneys' fees and costs, including but not limited to,
the costs associated with the Schedule 13D filed with the Securities and
Exchange Commission ("Schedule 13D") in an amount not to exceed $50,000.00. Nord
further agrees to
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reimburse Nord and the Individual Directors for their reasonable attorneys' fees
and costs in an amount not to exceed $50,000.00 upon approval of the Court
overseeing the LAWSUIT, which shall be distributed first to Xxxxxx, Cuddy and
Xxxxxxxx, LLP; next to Xxxxxxxx & Xxxxxxxx, P.C.; and then only the remaining
balance to Xxxxxxx & Xxxxxxx, P.C. not to exceed the amount of its Statements
pertaining to the LAWSUIT.
17. STOCK OPTIONS
As a further material inducement to enter into this Settlement Agreement and
upon approval of this Settlement Agreement by the Court overseeing the LAWSUIT
Cruft, Lang, Lichter, Xxxxx and Xxxxxxx relinquish and cancel all their stock
options in Nord and in Nord Pacific without payment or any other form of
compensation and will undertake such other action in furtherance thereof as
directed by or in a manner acceptable to Nord and to Nord Pacific.
18. RABBI TRUSTS
In connection with the Nord Resources Corporation Trust Agreement for Key
Executives as Restated July 7, 1995 ("Trust Agreement") and as Amended on
December 1, 1995 ("Amended Trust Agreement") and any other retirement plans and
the "Rabbi Trusts" established thereunder for the benefit of Cruft, Lang,
Xxxxxxx Xxxxxxxxxxx and his wife, the parties hereto agree that this Settlement
Agreement shall in no way change the obligations of Nord under the Trust
Agreement or the Amended Trust Agreement or any other retirement plans and the
"Rabbi Trusts," nor shall it cause the acceleration of any funding requirements
as a result of the change in management described in paragraph 16 above, as well
as any other Nord obligations pertaining to the retirement benefits for Cruft,
Lang Xxxxxxx Xxxxxxxxxxx and his wife, each of whom expressly waive any such
obligations or requirements as evidenced by their execution of a waiver in the
form attached hereto as Exhibit "A."
19. ORDER AND EFFECTIVE DATES OF PERFORMANCE
Upon full execution of this Settlement Agreement the parties to the LAWSUIT will
jointly present this Settlement Agreement to the Court for approval and
dismissal of the LAWSUIT with prejudice. The form of Order(s) to effectuate
approval of the Settlement Agreement and dismissal of the LAWSUIT with prejudice
shall be approved by the parties to the LAWSUIT prior to presentment.
Contemporaneously with such approval and dismissal with prejudice by the Court,
the resignations of Xxxxx Xxxxx, Xxxxxxx and Xxxxxxxx Xxxx from Nord's Board of
Directors and from Nord Pacific's Board of Directors shall become effective, the
appointment of Xxxxxx to Nord's Board of Directors shall become effective and
the stock options referred to in paragraph 17 above shall be relinquished,
cancelled or otherwise disposed of consistent with Nord's directions. This
Settlement Agreement shall only become effective upon the occurrence of each and
every event described above in this paragraph.
20. MUTUAL RELEASES OF CLAIMS
Upon the delivery of this Settlement Agreement with all required signatures, the
approval of the Court overseeing the LAWSUIT the appointment and resignations
described in paragraph 15 above, the relinquishment and/or cancellation of the
stock options described in paragraph 17 above, and the dismissal of the
Complaint with prejudice, the parties contemporaneously
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mutually release all claims as set forth below in consideration of the
settlement memorialized herein:
a. Xxxxxx, Xxxxxxx and Xxxxxx and Nord Pacific (hereinafter referred to
collectively as "First Releasors" in this Release) waive, release, relinquish
and discharge Nord, the Individual Directors, Xxxxxxxxx Xxxxx, Xxxxxx Xxxx and
Xxxxxxx & Xxxxxxx, as well as their representatives, agents, attorneys,
employees, servants, directors, officers, subsidiaries, parents, successors and
assigns (hereinafter referred to collectively as "First Releasees" in this
Release) from all claims, counterclaims, cross-claims, and causes of actions
which First Releasors and each of them have asserted, or which First Releasors
and each of them could have asserted against First Releasees in the LAWSUIT or
in any other action which First Releasors and each of them could have brought
against First Releasees based on First Releasees' conduct or activities prior to
the effective date of this Settlement Agreement. In addition, First Releasors
and each of them are hereby settling and fully extinguishing all claims existing
or potential, known or unknown, which have been made, which could be made, or
which might be made against First Releasees and/or each of them, and First
Releasors and each of them do hereby forever release, acquit and discharge First
Releasees of and from any and all manner of claims, actions, demands, rights,
damages, costs, losses, expenses, compensation and liability whatsoever, which
First Releasors and each of them may now have or which may hereafter accrue to
them and/or each of them against First Releasees, including, but not limited to,
the LAWSUIT and/or any activity and/or transaction and/or occurrence with or
involving the First Releasors and each of them and/or the management of Nord
and/or the legal services provided to Nord by Xxxxxxx and Xxxxxxx & Xxxxxxx
through the effective date of this Settlement Agreement.
This Release, however, specifically excepts and does not release Nord from
any direct claims that Jenner could individually assert on his behalf against
Nord arising out of or pertaining to his employment with and/or his termination
by Nord, nor does it release Nord from its obligations to reimburse Xxxxxx,
Xxxxxxx and Xxxxxx as set forth in paragraph 16 above. In addition, this Release
specifically excepts and does not release any objections and/or defenses and/or
claims Nord Pacific may or could assert arising out of or related to Xxxxxxx'x
and Xxxxxxx & Xxxxxxx'x unpaid or unbilled charges for legal services rendered
on behalf of Nord Pacific unrelated to the LAWSUIT and/or the Schedule 13D.
x. Xxxx, the Individual Directors, Xxxxxxxxx Xxxxx, Xxxxxx Xxxx and Xxxxxxx
& Xxxxxxx (hereinafter referred to collectively as "Second Releasors" in this
Release) waive, release, relinquish, and discharge Jenner, Seymour, Xxxxxx and
Nord Pacific as well as their representatives, agents, attorneys, employees,
servants, successors and assigns (hereinafter referred to collectively as
"Second Releasees" in this Release) from all claims, counterclaims,
cross-claims, and causes of actions which Second Releasors and each of them have
asserted, or which Second Releasors and each of them could have asserted against
Second Releasees in the LAWSUIT, or in any other action which Second Releasors
and each of them could have brought against Second Releasees based on Second
Releasees' conduct or activities prior to the effective date of this Settlement
Agreement. In addition, Second Releasors and each of them are hereby settling
and fully extinguishing all claims existing or potential, known or unknown,
which have been made, which could be made, or which might be made against Second
Releasees and/or each of them, and Second Releasors and each of them do hereby
forever release, acquit and discharge Second Releasees of and from any and all
manner of claims, actions, demands, rights, damages,
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costs, losses, expenses, compensation and liability whatsoever, which Second
Releasors and each of them may now have or which may hereafter accrue to each of
them against Second Releasees, including, but not limited to, the LAWSUIT and/or
the Schedule 13D and/or any activity and/or transaction and/or occurrence with
or involving the Second Releasors and each of them. This release, however,
specifically excepts and does not release Jenner from any claims or defenses
that Nord could assert against Jenner arising out of or pertaining to his
employment with and/or termination by Nord.
x. Xxxx waives, releases, relinquishes, and discharges the Individual
Directors, (Xxxxxxxxx Xxxxx, Xxxxxx Xxxx and Xxxxxxx & Xxxxxxx as well as their
representatives, agents, attorneys, employees, servants, directors, officers,
subsidiaries, parents, successors and assigns (hereinafter referred to
collectively as "Third Releasees" in this Release) from all claims,
counterclaims, cross-claims, and causes of actions which Nord asserted or could
have asserted against Third Releasees in the LAWSUIT, or in any other action
which Nord could have brought against Third Releasees based on Third Releasees'
conduct or activities prior to the effective date of this Settlement Agreement.
In addition, Nord is hereby settling and fully extinguishing all claims existing
or potential, known or unknown, which have been made, which could be made, or
which might be made against Third Releasees and/or each of them, and Nord does
hereby forever release, acquit and discharge Third Releasees of and from any and
all manner of claims, actions, demands, rights, damages, costs, losses,
expenses, compensation and liability whatsoever, which Nord may now have or
which may hereafter accrue to Nord against Third Releasees, including, but not
limited to, the LAWSUIT and/or any activity and/or transaction and/or occurrence
with or involving Nord and/or the management of Nord and/or the legal services
provided to Nord by Xxxxxxx and Xxxxxxx & Xxxxxxx through the effective date of
this Settlement Agreement.
This Release, however, specifically excepts and does not release any objections
and/or defenses and/or claims that Nord may or could assert arising out of or
related to Xxxxxxx'x and Xxxxxxx & Xxxxxxx'x unpaid or unbilled charges for
legal services rendered on behalf of Nord unrelated to the LAWSUIT and/or the
Schedule 13D.
d. The Individual Directors, Xxxxxxxxx Xxxxx, Xxxxxx Xxxx and Xxxxxxx &
Xxxxxxx (hereinafter referred to collectively as "Fourth Releasors" in this
Release) waive, release, relinquish and discharge Nord as well as its
representatives, agents, attorneys, employees, servants, directors, officers,
subsidiaries, parents, successors and assigns (hereinafter referred to
collectively as "Fourth Releasees" in this Release) from all claims,
counterclaims, cross-claims, and causes of actions which Fourth Releasors and
each of them could have asserted against Fourth Releasees in the LAWSUIT, or in
any other action which Fourth Releasors and each of them could have brought
against Nord based on Nord's conduct or activities prior to the effective date
of this Settlement Agreement. In addition, Fourth Releasors and each of them are
hereby settling and fully extinguishing all claims existing or potential, known
or unknown, which have been made, which could be made, or which might be made
against Nord, and Fourth Releasors and each of them do hereby forever release,
acquit and discharge Nord of and from any and all manner of claims, actions,
demands, rights, damages, costs, losses, expenses, compensation and liability
whatsoever, which Fourth Releasors and each of them may now have or which may
hereafter accrue to each of them against Nord, including but not limited to, the
LAWSUIT and/or any activity and/or transaction and/or occurrence with or
involving Nord and the Fourth Releasors and each of them.
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This Release, however, specifically excepts and does not release Nord from its
obligations to Cruft and Lang under the Trust Agreement, the Amended Trust
Agreement and any other retirement plans and the Rabbi Trusts established
thereunder, except as provided in Exhibit "A" hereto, or the obligation to pay
reasonable attorneys' fees and expenses in connection with this LAWSUIT as set
forth in paragraph 16 above or to pay Xxxxxxx & Xxxxxxx'x unpaid or unbilled
reasonable charges to Nord and Nord Pacific for other legal services rendered on
behalf of Nord and Nord Pacific.
e. In connection with the Mutual Releases set forth in Paragraphs a, b, c
and d above, the parties acknowledge that claims or acts in addition to or
different from those which are now known or believed to exist may hereafter be
discovered with respect to the LAWSUIT and/or the Schedule 13D and/or any
activity and/or transaction and/or occurrence with or involving the parties
hereto and/or each or any combination of them, including the management of Nord
and legal services provided to Nord by Xxxxxxx and Xxxxxxx & Xxxxxxx. However,
it is the intention of the parties to fully and forever settle and release all
claims against one another, including, but not limited to, those pertaining
and/or related to the LAWSUIT and/or the Schedule 13D and/or claims arising out
of or relating to any activity and/or transaction and/or occurrence with or
involving the parties, and/or each or any combination of them, including the
management of Nord and the legal services provided to Nord by Xxxxxxx and
Xxxxxxx & Xxxxxxx.
f. Nothing contained in Paragraphs a, b, c and d above shall be construed
or interpreted as releasing, affecting, or in any way limiting future claims,
which arise after the date of this settlement Agreement and/or which concern the
parties' rights and obligations under this Settlement Agreement.
21. REPRESENTATIONS AD WARRANTIES OF THE SHAREHOLDERS
In return for the promises in this Settlement Agreement as well as the other
consideration identified herein, including, but not limited to the appointment
and resignations described in paragraph 15 above, Xxxxxx, Xxxxxxx and Xxxxxx
represent and warrant the following to Nord, Nord Pacific, Cruft, Lang, Lichter,
Xxxxx, Xxxxxxx and Xxxxxxx & Xxxxxxx:
a. that each is correctly described in this Settlement Agreement;
b. that before executing this Settlement Agreement, each has become fully
informed of the terms, contents, conditions and effect of this Settlement
Agreement;
c. that each is fully and duly authorized and legally competent to execute
this Settlement Agreement;
d. that no promise or representation of any kind has been made to each of
them, or anyone acting on their behalf except as is expressly stated in this
Settlement Agreement;
e. that each understands that this Settlement Agreement constitutes the
entire Settlement Agreement among the parties, contains a full, final and
complete release of the parties, and that the promises and obligations set forth
in this Settlement Agreement are the only benefits each shall ever receive in
connection with the matters set forth herein, including, but not limited to, the
LAWSUIT and/or any activity and/or transaction and/or occurrence with or
involving the
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parties hereto and/or the management of Nord by the Individual Directors and the
legal services provided by Xxxxxxx and Xxxxxxx & Xxxxxxx to Nord; and
f. that before executing this Settlement Agreement, each has been advised
by independent counsel with respect to the transactions governed by this
Settlement Agreement as well as the terms of this Settlement Agreement.
22. REPRESENTATIONS AND WARRANTIES OF NORD, NORD PACIFIC, CRUFT, LANG, LICHTER,
XXXXX, XXXXXXX AND XXXXXXX & XXXXXXX
In return for the promises in this Settlement Agreement as well as the other
consideration identified herein, including but not limited to, the dismissal of
the LAWSUIT with prejudice, Nord, Nord Pacific, Cruft, Lang, Lichter, Xxxxx,
Xxxxxxx and Xxxxxxx & Xxxxxxx represent and warrant the following to Xxxxxx,
Xxxxxxx and Xxxxxx:
a. that they are correctly described in this Settlement Agreement;
b. that before executing this Settlement Agreement, they have become fUlly
informed of the terms, contents, conditions and effect of this Settlement
Agreement;
c. that they are fully and duly authorized and legally competent to enter
into and execute this Settlement Agreement;
d. that no promise or representation of any kind has been made to either of
them, or anyone acting on their behalf except as is expressly stated in this
Settlement Agreement;
e. that each understands that this Settlement Agreement constitutes the
entire agreement among the parties, contains a full, final and complete release
of each party, and that the promises and obligations set forth in this
Settlement Agreement are the only benefits each shall ever receive in connection
with the matters set forth herein, including, but not limited to, the LAWSUIT
and/or any activity and/or transaction and/or occurrence with or involving the
parties hereto; and
F. that before executing this Settlement Agreement, each has been advised
by independent counsel with respect to the transactions governed by this
Settlement Agreement as well as the terms of this Settlement Agreement.
23. TERMINATION AND CANCELLATION
All covenants, agreements, representations and warranties made herein by
the parties, notwithstanding any investigation or lack thereof by the parties,
shall be deemed to be material to the parties and to have been relied on by the
parties and are intended to survive the termination or cancellation of this
Settlement Agreement.
24. GOOD FAITH PERFORMANCE
The parties shall act in good faith in performing and satisfying the terms
and conditions of this Settlement Agreement.
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25. GOVERNING LAW AND CONSTRUCTION
This Settlement Agreement is deemed to be a contract governed by and
enforceable under the laws of the State of New Mexico, and shall be construed
and interpreted in accordance with the rules of interpretation and construction
generally applicable to contracts in the State of New Mexico.
26. NOTICES
Notices or other communications which any party desires or requires to give
another party shall be given in writing shall be deemed to have been given if
hand delivered, if mailed by United States certified mail, prepaid, or delivered
by Federal Express or a comparable courier to the parties at the addresses noted
below, or at such other address a party may designate in writing:
Xxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxxx L.L.P.
c/o Law Offices of Xxxxxx X Xxxxxxxxx, LLC As Agents for Nord Pacific Limited
As Agents for Xxxxxx, Xxxxxxx and Xxxxxx Scotia Plaza, Suite 2100
000 Xxxxxxx Xxxxxx, Xxxxx 000 00 Xxxx Xxxxxx Xxxx
Xxxxx Xx, Xxx Xxxxxx 87501 Toronto, Canada M5H 3C2
Attention: Xxxxx X. Xxxxxx
Xxx Xxxxxxxx
c/x Xxxxxxxx & Xxxxxxxx, P.C.
As Agents for Cruft, Lichter, Lang, Xxxxx,
Xxxxxxx and Xxxxxxx & Xxxxxxx, P.C.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Xxxxxxxx Xxxxxxx Xxxx
c/x Xxxxxx, Xxxxx & Xxxxxxxx, LLP
As Agents for Nord Resources Corporation
0000 Xxx Xxxxx Xxxxx
Xxxxx Xx, Xxx Xxxxxx 00000
27. BINDING EFFECT
This Settlement Agreement shall be binding on and inure to the benefit of
the parties as well as their representatives, attorneys, successors, assignees,
agents, officers, directors and employees.
28. MODIFICATION AND HEADINGS
This Settlement Agreement shall not be amended, modified, or terminated,
nor shall any obligations hereunder be waived (expressly, by implication in
fact, or by estoppel), except by written instrument signed by each of the
parties to this Settlement Agreement. The headings used in this Settlement
Agreement are for reference purposes only and shall not be deemed to limit,
amplify or modify the text hereof.
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29. DEFAULT AND ENFORCEMENT OF AGREEMENTS
In the event any party fails to perform and satisfy any of its obligations
arising out of or related to this Settlement Agreement or in any way breaches
the representations and warranties made herein, the non-defaulting party or
parties shall be entitled to enforce such obligations or bring an action on the
representations and warranties made herein in any court of competent
jurisdiction in the State of New Mexico. The parties further agree that the
prevailing party shall be entitled to recover costs and reasonable attorneys'
fees in connection with such action or efforts to enforce such obligations.
30. INTEGRATION OF AGREEMENTS
This Settlement Agreement supercedes and incorporates all representations,
promises, statements and agreements, whether oral or written, made in connection
with the subject matter of this Settlement Agreement and the negotiation
thereof; and no such representations, promises, statements and agreements not
written herein have been made or shall be binding and/or enforceable against any
party.
31. EXECUTION OF DOCUMENTS
In addition to the documents identified in paragraph 18 above, each party
shall promptly execute and deliver to each other party such additional
instruments, assignments, conveyances, and other documents and do such other and
further acts as may be reasonably necessary or proper to effectuate the purpose
and intent of this Settlement Agreement.
32. COUNTERPARTS
This Settlement Agreement and the other attachments hereto may be executed
in one or more counterparts, each of which shall be deemed as original but all
of which together shall constitute one and the same instrument. The delivery of
a facsimile signature contained in one or more counterparts shall be deemed an
original signature with the understanding that the original signature pages will
be exchanged immediately upon receipt.
33. SEVERABILITY
Whenever possible, each provision of this Settlement Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Settlement Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Settlement Agreement.
34. PRESS RELEASE
The parties agree that only Nord shall issue a Press Release regarding this
settlement, the contents of which shall require approval by Seymour, Jenner and
Xxxxxx as well as Xxxxxxx.
35. D&O COVERAGE
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Nord and Nord Pacific will purchase D & 0 liability insurance from an insurance
carrier for the Individual Directors for each of the next six (6) years from the
effective date of this Settlement Agreement.
EXECUTED in multiple originals, each of equal dignity, on the dates noted below.
NORD RESOURCES CORPORATION NORD PACIFIC LIMITED
By: /s/ X. Xxxxxx Xxxxxx By: /s/ X. Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name/title: President & CEO Name/title: President & CEO
Date: September 6, 2000 Date: September 6, 2000
XXXXXXX & XXXXXXX, P.C.
By: /s/ Xxxxxxx & Xxxxxxx, P.C. /s/ Xxxxx Xxxxx
--------------------------------- ----------------------------------------
Name/title: Xxxxx Xxxxx
------------------------- Date: August 9, 2000
Date: August 22, 2000
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxx
------------------------------------- ----------------------------------------
Xxxxx Xxxxx Xxxxx Xxxxxxx
Date: August 9, 2000 Date:
----------------------------------
/s/ Xxxxxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxx
------------------------------------- ----------------------------------------
Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx
Date: August 9, 2000 Date: August 22, 2000
/s/ Xxxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxxxx
------------------------------------- ----------------------------------------
Xxxxxxxx Xxxx Xxxxxxx Xxxxxxx
Date: August 9, 2000 Date: July 11, 2000
/s/ Xxxxxx Xxxx /s/ Xxx X. Xxxxxx
------------------------------------- ----------------------------------------
Xxxxxx Xxxx Xxx X. Xxxxxx
Date: August 9, 2000 Date:
----------------------------------
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx
Date: July 18, 0000
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XXXXX XX XXX XXXXXX
XXXXXX OF BERNALILLO
BEFORE ME, the undersigned Notary Public, personally appeared X. Xxxxxx Xxxxxx,
who, being by me duly sworn and known to be the person whose name is subscribed
to the foregoing Settlement Agreement and Mutual Releases, stated that he is the
President & CEO of Nord Resources Corporation, authorized to make this
verification on behalf of Nord Resources Corporation, and that the same has been
executed for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN TO before me on this 6th day of September, 2000 by X.
Xxxxxx Xxxxxx, as President & CEO of Nord Resources Corporation.
/s/ Xxxxxxxx X. Xxxxxx
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Notary Public
Xxxxxxxx X.Xxxxxx
Notary Public, State of New Mexico
Commission Expires September 15, 2002
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
BEFORE ME, the undersigned Notary Public, personally appeared X. Xxxxxx Xxxxxx
who, being by me duly sworn and known to be the person whose name is subscribed
to the foregoing Settlement Agreement and Mutual Releases, stated that he is the
President & CEO of Nord Pacific Limited, authorized to make this verification on
behalf of Nord Pacific Limited, and that the same has been executed for the
purposes and consideration therein expressed.
SUBSCRIBED AND SWORN TO before me on this 6th day of September, 2000 by X.
Xxxxxx Xxxxxx, as President & CEO of Nord Pacific Limited.
/s/ Xxxxxxxx X. Xxxxxx
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Notary Public
Xxxxxxxx X. Xxxxxx
Notary Public, State of New Mexico
Commission Expires September 15, 0000
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XXXXX XX XXX XXXX
XXXXXX XX XXX XXXX
BEFORE ME, the undersigned Notary Public, personally appeared Xxxxxx X.
Xxxxxxxxxxx who, being by me duly sworn and known to be the person whose name is
subscribed to the foregoing Settlement Agreement and Mutual Releases, stated
that he is a member of Xxxxxxx & Xxxxxxx, P.C., authorized to make this
verification on behalf of Xxxxxxx & Xxxxxxx, P.C., and that the same has been
executed for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN TO before me on this 22nd day of August, 2000 by Xxxxxx X.
Xxxxxxxxxxx, as a member of Xxxxxxx & Xxxxxxx, P.C.
/s/ Xxxxxxx X. Xxxxx
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Notary Public
Xxxxxxx X. Xxxxx
Notary Public, State of New York
No. 02SM6034417
Qualified in Westchester County
Commission Expires December 13, 0000
XXXXX XXX XXXX
XXXXXX XX XXX XXXX
BEFORE ME, a Notary Public, on this day personally appeared Xxxxxxx Xxxxxxx,
known to me to be the person whose name is subscribed to in the foregoing
Settlement Agreement and Mutual Releases, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 2nd day of August, 2000 by Xxxxxxx Xxxxxxx.
/s/ Xxxxxxx X. Xxxxx
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Notary Public
Xxxxxxx X. Xxxxx
Notary Public, State of New York
No. 02SM6034417
Qualified in Westchester County
Commission Expires December 13, 2001
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STATE OF COLORADO
COUNTY OF DENVER
BEFORE ME, a Notary Public, on this day personally appeared Xxxxx Xxxxx, known
to me to be the person whose name is subscribed to in the foregoing Settlement
Agreement and Mutual Releases, and acknowledged to me that he executed the same
for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 9th day of August, 2000 by Xxxxx Xxxxx.
/s/ Xxxxxx Xxxxxxxxx
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Notary Public
Xxxxxx Xxxxxxxxx
Notary Public, State of Colorado
Commission Expires January 6, 2002
STATE OF CALIFORNIA
COUNTY OF SANTA XXXXXXX
BEFORE ME, a Notary Pub1ic, on this day personally appeared Xxxxx Xxxxx, known
to me to be the person whose name is subscribed to in the foregoing Settlement
Agreement and Mutual Re1eases and acknowledged to me that he executed the same
for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 10th day of August, 2000 by Xxxxx Xxxxx.
/s/ Xxxxx X. Xxxxxxxx
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Notary Public
Xxxxx X. Xxxxxxxx
Notary Public, State of California
Commission #1222602
Santa Xxxxxxx County
Commission Expires May 30, 2003
-14-
STATE OF CALIFORNIA
COUNTY OF SANTA XXXXXXX
BEFORE ME, a Notary Public, on this day personally appeared Xxxxxxxxx Xxxxx,
known to me to be the person whose name is subscribed to in the foregoing
Settlement Agreement and Mutual Releases, and acknow1edged to me that she
executed the same for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 10th day of August, 2000 by Xxxxxxxxx Xxxxx.
/s/ Xxxxx X. Xxxxxxxx
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Notary Public
Xxxxx X. Xxxxxxxx
Notary Public, State of California
Commission #1222602
Santa Xxxxxxx County
Commission Expires May 30, 2003
STATE OF OHIO
COUNTY OF XXXXXXXXXX
BEFORE ME, a Notary Public, on this day personally appeared Xxxxxxx Xxxx, known
to me to be the person whose name is subscribed to in the foregoing Settlement
Agreement and Mutual Releases, and acknow1edged to me that he executed the same
for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 9th day of August, 2000 by Xxxxxxxx Xxxx.
/s/ Xxxx X. Xxxxxx
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Notary Public
Xxxx X. Xxxxxx
Notary Public, State of Ohio
Commission Expires November 27, 2004
-15-
STATE OF OHIO
COUNTY OF XXXXXXXXXX
BEFORE ME, a Notary Public, on this day personally appeared Xxxxxx Xxxx, known
to me to be the person whose name is subscribed to in the foregoing Settlement
Agreement and Mutual Releases, and acknow1edged to me that she executed the same
for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 9th day of August, 2000 by Xxxxxx Xxxx.
/s/ Xxxx X. Xxxxxx
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Notary Public
Xxxx X. Xxxxxx
Notary Public, State of Ohio
Commission Expires November 27, 0000
XXXXX XX XXXXXXXX
XXXXXX XX XXXX
XXXXXX XX, a Notary Public, on this day personally appeared Xxxxx Xxxxxxx, known
to me to be the person whose name is subscribed to in the foregoing Settlement
Agreement and Mutual Releases, and acknow1edged to me that he executed the same
for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 15th day of August, 2000 by Xxxxx Xxxxxxx.
/s/ Xxxxx X. Xxxxxxx
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Notary Public
Xxxxx X. Xxxxxxx
Notary Public, State of Illinois
Commission Expires July 19, 0000
-00-
XXXXX XX XXXXXXXX
XXXXXX OF BALTIMORE
BEFORE ME, a Notary Public, on this day personally appeared Xxxxxxx Xxxxxxx,
known to me to be the person whose name is subscribed to in the foregoing
Settlement Agreement and Mutual Releases, and acknow1edged to me that he
executed the same for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 11th day of July, 2000 by Xxxxxxx Xxxxxxx.
/s/ [illegible]
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Notary Public
[illegible]
Notary Public, State of Maryland
Commission Expires [illegible]
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
BEFORE ME, a Notary Public, on this day personally appeared Xxx X. Xxxxxx, known
to me to be the person whose name is subscribed to in the foregoing Settlement
Agreement and Mutual Releases, and acknow1edged to me that he executed the same
for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 11th day of July, 2000 by Xxx X. Xxxxxx.
/s/ Xxxxxxxx X. Xxxxxx
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Notary Public
Xxxxxxxx X. Xxxxxx
Notary Public, State of New Mexico
Commission Expires September 15, 0000
-00-
XXXXX XX XXX XXXXXX
XXXXXX SANTA FE
BEFORE ME, a Notary Public, on this day personally appeared Xxxxxx X. Xxxxxx,
known to me to be the person whose name is subscribed to in the foregoing
Settlement Agreement and Mutual Releases, and acknow1edged to me that he
executed the same for the purposes and consideration therein expressed.
SUBSCRIBED and SWORN before me this 18h day of July, 2000 by Xxxxxx X. Xxxxx.
/s/ Xxxx X. Xxxxxx
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Notary Public
Xxxx X. Xxxxxx
Notary Public, State of Ohio
Commission Expires September 5, 2003
