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EXHIBIT 10.24
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MUTUAL RELEASE
THIS MUTUAL RELEASE (the "Release"), dated December 15, 1997, is
between CIAO CUCINA CORPORATION ("Employer") and XXXXX XXXXXX ("Employee").
RECITALS:
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WHEREAS, Employee was formerly employed by Employer pursuant to an
Employment Agreement dated December 2, 1996, as amended (the "Agreement"); and
WHEREAS, Employer and Employee wish to amicably terminate the
Agreement on the terms contained herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties agree that the Agreement is hereby terminated effective
the date hereof without further liability or obligation to either party, except
for the agreements and obligations contained herein.
2. Employee hereby resigns from his position as a Director and Officer
of Employer as of the date hereof.
3. Employer has herewith paid Employee $4,242.01, representing all
accrued but unpaid salary through the date hereof, less applicable taxes,
receipt of which Employee hereby acknowledges.
4. Employer shall pay Employee as severance the full amount of base
salary due him under the Agreement (without deduction for deferred salary)
through the pay period ending March 15, 1998, when and as Employer pays payroll
to employees generally. Employer shall continue to pay 100% of Employee's health
insurance premium and 50% of family coverage for the months of January, February
and March, 1998.
5. Employee shall continue to have use of the automobile leased by
Employer for Employee until March 15, 1998, at which time Employee shall, at his
option: (a) assume the lease and provide Employer reasonable assurance that
Employer has been released from any further obligation under the lease or other
meaningful indemnification; (b) purchase the automobile such that Employer shall
be released from any further obligation under the lease; or (c) return the
automobile to Employer in the same condition the automobile is in on the date
hereof, reasonable wear and tear excepted. Employee shall indemnify Employer and
hold Employer harmless from and against any and all claims, causes of action,
demands, debts, suits, duties, costs, liabilities, expenses and damages relating
to Employee's use of the automobile from and after the date hereof, excluding
only payments due under the lease which Employer has agreed to pay hereunder.
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EXHIBIT 10.24
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6. Employee hereby releases and forever discharges Employer, and its
shareholders, directors, officers and employees (current and former) from any
and all claims, causes of action, demands, debts, suits, duties, costs,
liabilities, expenses and damages arising prior to the date hereof, including
but not limited to any claim under the Agreement or relating to his employment
with the Company or termination thereof, and including such claims as may be
known or unknown, contingent or otherwise, and as may now or hereafter exist,
excluding only claims arising under this Release. Employee hereby represents and
warrants that none of the claims which are the subject matter of the foregoing
release has been assigned or transferred to any other person or entity.
7. Employer hereby releases and forever discharges Employee from any
and all claims, causes of action, demands, debts, suits, duties, costs,
liabilities, expenses and damages arising prior to the date hereof, including
but not limited to any claim under the Agreement or relating to his employment
with the Company or termination thereof, and including such claims as may be
known or unknown, contingent or otherwise, and as may now or hereafter exist,
excluding only claims arising under this Release. Employer hereby represents and
warrants that none of the claims which are the subject matter of the foregoing
release has been assigned or transferred to any other person or entity.
8. Each party warrants that before executing this Release, it has fully
informed itself or himself of the terms and conditions hereof, that it or he has
had the opportunity to seek the advice of legal counsel and that it or he has
acted voluntarily and of its his own free will in executing this Release.
9. This Release is entered into as a compromise and settlement of
disputed claims and without any admission by any party of any liability or
wrongdoing.
10. Neither this Release, nor the subject matter, terms or any part
hereof, nor the negotiations leading hereto nor discussions or communications,
written or oral relating hereto or any part thereof, shall at any time for any
reason be considered as an admission by any party that any other party has any
valid claim, right, cause of action or demand against such party or had any
loss, damage or injury as a result of any act of or omission by such party of
any kind or nature, or that any of the subsequent claims or allegations of any
party at any time had any validity or that any party at any time had any
liability to any other party of any kind whatsoever.
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EXHIBIT 10.24
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11. The parties agree to keep the substance of this Release strictly
confidential and not to disclose its substance to any third party except those
with a need to know after taking reasonable precautions to require such third
parties to keep such information confidential. Employee further agrees that all
Trade Secrets of the Employer are valuable, proprietary assets of Employer and
Employer requires that its Trade Secrets be kept confidential and be used only
for the benefit of Employer. Employee shall not, directly or indirectly, without
the prior written consent of the President of Employer: (a) disclose any Trade
Secrets of Employer learned by him to any party outside of Employer; (b) use any
Trade Secrets of Employer learned by him for any purpose other than for the
exclusive benefit of Employer; or (c) take with him any document or paper
containing Trade Secrets of Employer. As used in this letter, the term "Trade
Secrets" means all non-public information, plans, drawings, renderings,
programs, client lists, vendor or supplier lists, and other technical, economic,
financial and business data of Employer, and including all other items defined
as Trade Secrets under Ohio law.
12. Employer shall provide a positive recommendation promptly to any
prospective employer inquiring about Employee. Each party agrees to refrain from
making derogatory comments about the other, and to cooperate in transitioning
Employee's responsibilities.
13. Each party hereto expressly warrants and represents that none of
the claims, causes of action, suits, demands, losses or damages, which are the
subject matter hereof have been assigned or transferred to any other person or
entity and, accordingly, each party hereto agrees to indemnify and hold each
other party hereto harmless from any such claims of third parties claiming by,
through or under the indemnifying party.
14. This Release represents the entire agreement among the parties
related to the subject matter hereof and supersedes all prior or contemporaneous
agreements, including without limitation, the Agreement.
15. This Release may not be changed, modified, discharged or abandoned,
in whole or in part, except pursuant to the expressed written consents of both
parties hereto.
16. This Settlement Agreement shall be construed under and in
accordance with the laws of the State of Ohio applicable to contracts entered
into in Ohio by Ohio residents to be performed wholly in Ohio.
17. This Release may be executed in counterparts which taken together
shall constitute one binding agreement, not withstanding the fact that all
parties have not signed the same copy.
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EXHIBIT 10.24
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18. This Release shall be binding upon and shall inure to the benefit
of each of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Release as of
the date and year first set forth above.
Witnessed by:
/s/ Xxxxx Xxxxxxxx /s/ X. X. Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxxxxxxx X. Xxxxxx
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CIAO CUCINA CORPORATION
/s/ XXXXXXXXX X. XXXXXX By: /s/ Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
/s/ XXXXX X. XXXXXX President
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