EXHIBIT 10 (ad)
AGREEMENT
This agreement ("Agreement"), effective as of December 31 1997, by and between:
SARATOGA BRANDS INC., ("SARATOGA") a New York Corporation with
offices
at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000
Xxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx
residing at 00 Xxxxxx Xxxx, Xxxxx, Xxx Xxxxxx 00000
Xxxxxx X. Xxxxxxxxxx residing at 000 Xxxxxxxx Xxxxx, Xxxx Xxxxx, Xxx
Xxxxxx 00000
CUCINA CLASSICA ITALIANA, SpA ("SPA") a corporation organized under
the laws of the British Virgin Islands, with offices located at X.X.
Xxx 000 Xxxx Xxxx,Xxxxxxx, BVI
WHEREAS, Xxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxx,
and Xxxxxx X. Xxxxxxxxxx, (the "INDIVIDUALS") desire to assign each of their
rights against Cucina Classica Italiana, SpA ("SPA"), pursuant to the Stock
Purchase Agreement ("SPA AGREEMENT") for the purchase of Cucina Classica
Italiana, Inc. and subsidiaries ("CCI"), between the INDIVIDUALS and SPA, to
SARATOGA in accordance with the terms and conditions hereinafter set forth;
WHEREAS, the INDIVIDUALS wish to settle any and all claims against
Saratoga Brands Inc; each of its past and present officers, shareholders,
Directors, agents, attorneys, employees, investors, lenders, predecessors,
successors, assigns, parent corporations, subsidiary corporations, affiliates,
representatives, devisees, legatees, trustees, and their estates;
WHEREAS, SARATOGA wishes to settle any and all claims against the
INDIVIDUALS; each of their past and present agents, attorneys, employees,
lenders, predecessors, successors, assigns, representatives, devisees, legatees,
trustees, and their estates;
1. Terms of Assignment. Subject to the terms and conditions of this Agreement:
(i) The INDIVIDUALS shall sell, assign, transfer and convey to SARATOGA
all of their rights, both jointly and individually, under the SPA
AGREEMENT.
(ii) SARATOGA shall deliver to the INDIVIDUALS, or their designees, upon
execution of this Agreement, certificates representing 224,000
shares of SARATOGA's common stock, bearing a standard restrictive
legend in
accordance with all applicable securities laws, to be issued in
accordance with Exhibit A attached hereto.
(i) SPA for good and valuable consideration hereby releases any and all
claims, including, but not limited to those relating to the SPA
Agreement, pledge agreements, or any other agreement related to CCI,
against Saratoga Brands Inc; each of their past and present
officers, shareholders, Directors, agents, attorneys, employees,
investors, lenders, predecessors, successors, assigns, parent
corporations, subsidiary corporations, affiliates, representatives,
devisees, legatees, trustees, and their estates.
2. Terms of Release. Subject to the terms and conditions of this Agreement:
(ii) SARATOGA agrees to pay the sum of $10,609.34 to Xxxxxx X. Xxxxxxxxx
on the 15 of each month beginning on the 15th of January, 1998 and
continuing for a total of 18 months ending with the payment on June
15, 1999.
(iii) SARATOGA releases any and all claims against the INDIVIDUALS; each
of their past and present agents, attorneys, employees, lenders,
predecessors, successors, assigns, representatives, devisees,
legatees, trustees, and their estates.
(iv) the INDIVIDUALS release any and all claims, including, but not
limited to those relating to the SPA Agreement, employment
agreements, or pledge agreements, against Saratoga Brands Inc; each
of their past and present officers, shareholders, Directors, agents,
attorneys, employees, investors, lenders, predecessors, successors,
assigns, parent corporations, subsidiary corporations, affiliates,
representatives, devisees, legatees, trustees, and their estates.
3. Health Insurance. SARATOGA shall maintain health insurance for Xxxxxxx X.
Xxxxxxxxx, her spouse, and eligible dependents for a period ending no
sooner than June 30, 1999.
4. Release of Pledged CCI Shares. Each of the INDIVIDUALS and SPA by copy of
this agreement hereby instruct the escrow agent to release 100% of CCI's issued
and outstanding common stock (the "CCI Shares") to SARATOGA.
5. Addresses for Notices, Etc. All notices, requests, demands, directions and
other communications provided for hereunder shall be sufficient if delivered
personally (including by Federal express or other recognized courier for which
receipt is given) or if mailed by certified mail, return receipt requested, to
the applicable party at its address indicated below:
If to SARATOGA:
Saratoga Brands Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Chairman and Chief Executive Officer
If to INDIVIDUALS:
Xxxxxx X. Xxxxxxxxx
00 Xxxxxx Xxxx
Xxxxx, Xxx Xxxxxx 00000, and
Xxxxxx X. Xxxxxxxxxx
000 Xxxxxxxx Xxxxx
Xxxx Xxxxx, Xxx Xxxxxx 00000
If to SPA:
Cucina Classica Italiana, SpA
X.X. Xxx 000 Xxxx Xxxx,
Xxxxxxx, XXX
xx, as to either party, at such other address as shall be designated by such
party in a written notice to each other party complying as to delivery with the
terms of this Section. All notices, requests, demands directions and other
communications shall (if delivered personally) be effective when delivered or
(if mailed) two days after having been deposited in the United States mail,
addressed as aforesaid.
6. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New Jersey (without giving
effect to principles if conflicts law).
7. Entire Agreement. This Agreement sets forth the entire agreement between
SARATOGA, SPA, and the INDIVIDUALS and supersedes all prior agreements, written
or oral with respect to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
SARATOGA BRANDS INC. ATTEST:
--------------------------- --------------------------------
Xxxxx X. Xxxxxxxx, Chairman Xxxxxxx X. Xxxxxx, Xx. Secretary
--------------------------- --------------------------------
Xxxxxx X. Domionini Xxxxxxx X. Xxxxxxxxx
--------------------------- --------------------------------
Xxxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxxx
CUCINA CLASSICA ITALIANA, SpA
---------------------------
EXHIBIT A
Xxxxxx X. Xxxxxxxxx 44.44% 99,546 shares
Xxxxxxx X. Xxxxxxxxx 33.33% 74,659 shares
Xxxxxxx X. Xxxxxxxxx 11.11% 24,886 shares
Xxxxxx X. Xxxxxxxxxx 11.12% 24,909 shares
