EXHIBIT 10.7
EXHIBIT I
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FORM OF GENERAL RELEASE
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This Release is delivered by _________________________ (the "Releasing
Party") pursuant to Section 8.2(k) of the Stock Purchase Agreement dated as of
May __, 1998 by and among Monroe, Inc., a Delaware corporation ("Monroe"),
▇▇▇▇▇▇▇ Enterprises, Inc., a Massachusetts corporation (the "Company"), ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, and the Stockholders named therein (the "Purchase Agreement").
Capitalized terms used herein and not otherwise defined shall have the meanings
provided in the Purchase Agreement.
1. Release. For good and valuable consideration, the receipt and
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sufficiency of which are hereby irrevocably acknowledged by the Releasing Party,
the Releasing Party hereby releases and forever discharges (i) the Company, (ii)
each present and former stockholder, director, officer, employee and agent of
the Company and (iii) each subsidiary, affiliate, successor and assign of the
persons named in clauses (i) and (ii) above (each, a "Released Party" and
collectively, the "Released Parties") of and from any and all commitments,
indebtedness, suits, demands, obligations and liabilities, whether asserted,
unasserted, absolute, contingent, known or unknown, or otherwise, of every kind
and nature, including claims and causes of action both in law and in equity
(collectively, "Claims"), which such Releasing Party and/or such Releasing
Party's heirs, executors, administrators, beneficiaries, affiliates, successors
or assigns ever had, now has or, to the extent arising from or in connection
with any act, omission or state of facts taken or existing on or prior to the
Closing Date, may have after the Closing Date, against any Released Party, other
than Claims arising under or in connection with (i) the Purchase Agreement, the
Registration Rights Agreement or any other agreement, certificate or instrument
delivered in connection with the Purchase Agreement (the "Transaction
Documents"), (ii) the transactions contemplated by the Transaction Documents,
(iii) the indemnification provisions contained in the Company's or any
Subsidiary's charter documents or by-laws or any indemnification agreement
between the Releasing Party and any Released Party, (iv) compensation and other
employment benefits which have accrued to the Releasing Party and which are
disclosed in the Purchase Agreement or a Schedule thereto, (v) any Employment
Agreement to which the Releasing Party and the Company are parties, (vi) any
insurance policy maintained by the Company or any Subsidiary and (vi) the
indemnification rights under the ESOP or the ESOP Trust Fund. The provisions of
this Release shall inure to the benefit of the Released Parties.
The Releasing Party hereby represents to the Released Parties that (a) the
Releasing Party has not assigned any Claim against any Released Party, (b) the
Releasing Party fully intends to release, and by executing this Release it is
releasing, all Claims against the Released Parties (other than those
specifically reserved above), and (c) such Releasing Party has had the
opportunity to consult with counsel with respect to the execution and delivery
of this Release and the consequences hereof.
2. Governing Law. This Release shall be construed in accordance with and
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governed by the laws of The Commonwealth of Massachusetts applicable to
agreements made and to be performed wholly within such jurisdiction.
3. Severability. If any portion of this Release is declared by a court
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of competent jurisdiction to be invalid or unenforceable after all appeals have
either been exhausted or the time for any appeals to be taken has expired, the
remainder of the terms, provisions, covenants and restrictions of this Release
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
EXECUTED as of the ____ day of __________, 1998.
______________________________
[NAME OF THE RELEASING PARTY]
