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EXHIBIT 10.1
SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement (this "Agreement") is hereby
entered into by and among Xxxxxxx X. Xxxxxxxx, an individual (the "Executive"),
Venture Catalyst Incorporated, formerly known as Inland Entertainment
Corporation, a Utah corporation (the "Company"), and Cyberworks, Inc., a
California corporation and a wholly-owned subsidiary of the Company
("Cyberworks").
RECITALS
WHEREAS, the Executive has been employed by the Company pursuant to an
Employment Agreement by and among the Company, Cyberworks and the Executive
dated as of August 27, 1998 (the "Employment Agreement"), serving as President
and Chief Operating Officer of Cyberworks, a Director of the Company and of
Cyberworks, and a member of the Executive Committee of the Company's Board of
Directors (the "Executive Committee");
WHEREAS, the Executive, the Company and Cyberworks have determined that
it is in their mutual best interests that the Executive resign from his
positions as President and Chief Operating Officer of Cyberworks, a Director of
the Company and of Cyberworks, a member of the Executive Committee, and all
other positions that he holds with the Company and any other subsidiary or
related entity of the Company, without having to give the 60 day notice required
under the Employment Agreement; and
WHEREAS, the Executive is the beneficial owner of 750,000 shares of
common stock of the Company.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereby agree as follows:
1. Unconditional Resignation. The Executive hereby voluntarily,
unconditionally and irrevocably resigns, pursuant to Sections 4.4 and 6 of the
Employment Agreement, as an employee, an officer, a director (including a member
of any committees of the Board of Directors) of the Company, Cyberworks, and any
other subsidiary or related entity of the Company, effective as of the date the
Executive signs this Agreement (the "Resignation Date"). The Company and
Cyberworks each accept
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such resignation and the Executive is relieved of all duties effective
immediately. Concurrently with the execution of this Agreement, the Executive
shall execute a separate letter of resignation in a form acceptable to the
Company. In connection with such resignation, the Company and Cyberworks each
hereby waives the Executive's compliance with the notice provision of Section
4.4 of the Employment Agreement.
2. Compensation, Expenses, Vacation Pay and Other Benefits Through the
Resignation Date. The Company and/or Cyberworks shall pay to the Executive
within 72 hours of notice of the Resignation Date (a) the current portion of his
salary earned by him, (b) documented expense reimbursement of $11,333.16 owed to
him and (c) any accrued and unused vacation pay earned by him ($8,769.23,
representing 10 days), in each case, through the Resignation Date. The Executive
acknowledges and agrees that the payment of the foregoing salary, expenses and
vacation pay through the Resignation Date constitutes full payment of any and
all monies that he earned or that is owed to him during his employment by the
Company and/or Cyberworks through the Resignation Date.
3. Company Property. With the exception of the computer equipment
referenced in Section 6(b) herein, on the Resignation Date, the Executive shall
return to the Company and/or Cyberworks all property of the Company and/or
Cyberworks in the Executive's possession, including, but not limited to, that
certain 1999 Mercedes S420 Sedan automobile. In addition, within one business
day after the Resignation Date, the Executive shall relinquish his membership in
the Del Mar Country Club. In addition, the parties have agreed on a list of
personal property owned by the Executive that he shall be entitled to remove
from the Company's premises; that list shall be initialed by the parties and
become a part of this Agreement.
4. COBRA Benefits. The Executive (or any of his eligible dependents) may
elect to continue to participate in any of the Company's or Cyberworks' group
health insurance plans pursuant to COBRA, 29 U.S.C. Section 1161, et seq.
Nothing in this Agreement is intended to alter the terms of COBRA in any way and
those terms shall remain applicable in all respects.
5. Continuation of Benefits After the Resignation Date. Except as
expressly provided in this Agreement or in the plan documents governing the
Company's or Cyberworks' employee benefit plans, as of the Resignation Date, the
Executive will no longer be eligible for, receive, accrue, or participate in any
other benefits or benefit plans provided by the Company and/or Cyberworks,
including, without limitation, medical, dental and life insurance benefits, a
car allowance and the Company's or Cyberworks' 401(k) retirement plan; provided,
however, that health care coverage for the Executive and the Executive's
dependents may be continued under COBRA for as long as the
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Executive is eligible for such coverage and so long as the Executive pays the
required premiums.
6. Severance Benefits After the Resignation Date. Notwithstanding his
voluntary resignation, the Company and/or Cyberworks shall provide, as severance
benefits, the following benefits to the Executive after the expiration of the
date that the period of revocation under Section 11(c) of this Agreement has
lapsed without exercise and after the Executive's spouse executes the Spousal
Consent in the form presented to the Executive by the Company (the "Settlement
Date").
(a) Automobile Related Payment. The Company and/or Cyberworks
shall pay to the Executive twenty-seven thousand two hundred forty-one dollars
and ninety-eight cents ($27,241.98) in cash related to nonaccountable automobile
benefits.
(b) Computer Equipment. The Company and/or Cyberworks, as the
case may be, shall transfer to the Executive title to the computer equipment
described in Schedule 1 hereto.
(c) Call Agreement; Cash Payment. The Company and the Executive
shall enter into a Call Agreement on the Settlement Date, pursuant to which the
Executive shall grant to the Company the right and option (the "Call Option") to
require the Executive to sell to the Company all or part of the shares of the
Company's common stock subject to the Call Agreement at an exercise price of
$2.50 per share. The Call Option shall be exercisable in accordance with the
provisions of the Call Agreement at any time on or after the Settlement Date
until two years from the Settlement Date. As additional consideration for the
Executive's entering into the Call Agreement, the Company and/or Cyberworks
shall pay the Executive twenty thousand dollars ($20,000) in cash on the
Settlement Date.
(d) Noncompetition Agreement. The Company, Cyberworks and the
Executive shall amend and restate that certain Noncompetition Agreement dated
August 27, 1998 by and among the Company, Cyberworks and the Executive (the
"Noncompetition Agreement") as set forth in Exhibit A attached hereto.
(e) Future Employment for the Executive. Subject to the terms of
the Noncompetition Agreement, as amended and restated, the Company and
Cyberworks will consent to the Executive's employment by Working Woman Network,
Inc. and Working Woman Internet, Inc. (collectively, "Working Woman"). In
addition, notwithstanding Section 2 of the Noncompetition Agreement, as amended
and restated, on or after the Settlement Date, the Company and Cyberworks shall
permit the Executive to solicit and/or hire Xxxxxxx Xxxxxxxxx as an employee of
Working Woman.
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The payments and benefits set forth in this Section 6 are, from and
after the Settlement Date, the Executive's only right to compensation from the
Company and any of its parents, direct or indirect subsidiaries, divisions or
related entities (collectively referred to herein as the "Company and its
Related Entities").
7. Status of Related Agreements and Future Employment.
(a) Noncompetition Agreement. The Company, Cyberworks and the
Executive hereby acknowledge and agree that the Noncompetition Agreement, as
amended and restated, shall remain in full force and effect.
(b) Employment Agreement and Confidentiality Agreement. Although
the Employment Agreement was terminated by the Executive on the Resignation
Date, the Executive acknowledges that the duties and obligations set forth in
Sections 8, 9 and 10 of the Employment Agreement, together with the related
Confidentiality Agreement, extend beyond the Resignation Date.
8. General Release by the Executive. The Executive, for himself and his
heirs, executors, administrators, assigns, affiliates, successors and agents
(collectively, the "Executive's Affiliates") hereby fully and without limitation
releases and forever discharges the Company and its Related Entities and its and
their agents, representatives, shareholders, owners, officers, directors,
employees, consultants, attorneys, auditors, accountants, investigators,
affiliates, successors and assigns (collectively with the Company, the
"Releasees"), both individually and collectively, from any and all rights,
claims, demands, liabilities, actions, causes of action, damages, losses, costs,
expenses and compensation, of whatever nature whatsoever, known or unknown,
fixed or contingent ("Claims"), which the Executive or any of the Executive's
Affiliates has or may have or may claim to have against the Releasees by reason
of any matter, cause, or thing whatsoever, from the beginning of time to the
date hereof, including, without limiting the generality of the foregoing, any
Claims arising out of, based upon, or relating to the recruitment, hire,
employment, relocation, remuneration, investigation, or termination of the
Executive by any of the Releasees, the Executive's tenure as a Director of any
of the Releasees, any agreement or compensation arrangement between the
Executive and any of the Releasees (including, but not limited to, the
Employment Agreement), or any act or occurrence in connection with any actual,
existing, proposed, prospective or claimed ownership interest of any nature of
the Executive or the Executive's Affiliates in equity capital or rights in
equity capital or other securities of any of the Releasees to the maximum extent
permitted by law.
The Executive specifically and expressly releases any Claims arising out
of or based on the California Fair Employment and Housing Act, as amended; Title
VII of the Civil Rights Act of 1964, as amended; the Americans With Disabilities
Act; the
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National Labor Relations Act, as amended; the Equal Pay Act; ERISA; any
provision of the California Labor Code; California common law of fraud,
misrepresentation, negligence, defamation, infliction of emotional distress, any
breach of contract or covenant claim, any tort claim, any violation of public
policy or wrongful termination; state or Federal wage and hour laws; or any
other state or Federal law, rule, or regulation dealing with the employment
relationship.
The Executive is aware of California Civil Code Section 1542, which
provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
With full awareness and understanding of the above provision, the Executive
hereby waives any rights he may have under California Civil Code Section 1542.
9. Release of Federal Age Discrimination Claims by the Executive. The
Executive hereby knowingly and voluntarily waives and releases all rights and
claims, known or unknown, arising under the Age Discrimination In Employment Act
of 1967, as amended, which he might otherwise have had against the Company or
any of the Releasees regarding any actions which occurred prior to the effective
date of this Agreement.
10. Breach of Release. The Executive agrees that if he hereafter
commences, joins in, or in any manner seeks relief through any suit arising out
of, based upon, or relating to any of the Claims released by the Executive
hereunder, or in any manner asserts against any of the Releasees any of the
Claims released by the Executive hereunder, the Executive shall pay to such
Releasee(s), as the case may be, in addition to any other damages caused to such
Releasee, as the case may be, all attorneys' fees incurred in defending or
otherwise responding to said suit or claim.
11. Rights Under the Older Workers Benefit Protection Act. In accordance
with the Older Workers Benefit Protection Act of 1990, the Executive is aware of
the following:
(a) The Executive has the right to consult with an attorney
before signing this Agreement and is hereby advised by the Company and/or
Cyberworks to do so;
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(b) The Executive has twenty-one (21) days from December 17,
1999, to consider this Agreement; and
(c) The Executive has seven (7) days after signing this
Agreement to revoke Sections 6 and 9 of this Agreement (which must be revoked in
their entirety and as a group), and such Sections of this Agreement (as a group)
will not be effective until that revocation period has expired without exercise.
The Executive agrees that in order to exercise his right to revoke this
Agreement within such seven (7) day period, he must do so in a signed writing
delivered to the Company's Chief Executive Officer before the close of business
on the seventh calendar day after the Resignation Date. If the Executive does
not revoke the above-referenced Sections of this Agreement, the General Releases
set forth in Section 8 herein shall have as their new effective date the date
that the period of revocation under Section 11(c) of this Agreement has lapsed.
12. Confidentiality of Agreement. The Executive acknowledges that this
Agreement and certain related agreements may have to be disclosed in the
Company's reports filed with the U.S. Securities and Exchange Commission. Except
as may be required by law, neither the Executive, his attorney, nor any person
acting by, through, under or in concert with them, shall disclose any of the
terms of or facts relating to this Agreement (other than to state that the
Company has filed this Agreement and/or agreements related thereto as public
documents) or the negotiation thereof to any individual or entity, except for
disclosures made among the Executive, his attorney, spouse, children or tax
advisors. The Executive further agrees that under no circumstances will he
induce, encourage, solicit or assist any other person or entity to file or
pursue any proceeding of any kind against the Releasees.
13. Proprietary Information. The Executive acknowledges that certain
information, observations, and data obtained by him during the course of or
related to his employment with the Company and its Related Entities (including,
without limitation, certain financial information, shareholder information,
product design information, business plans, marketing plans or proposals,
personnel information, customer lists and other customer information) are the
sole property of the Company and its Related Entities and constitute trade
secrets of the Company and its Related Entities. The Executive agrees to
promptly return all files, customer lists, financial information and other
property of the Company and its Related Entities that are in the Executive's
possession or control without making copies thereof. The Executive further
agrees that he will not disclose to any person or use any such information,
observations or data without the written consent of the Company's Board of
Directors. Further, the Executive acknowledges that any unauthorized use of
trade secrets will cause irreparable harm to the Company and its Related
Entities and will give rise to an immediate action by the Company and/or its
Related Entities for injunctive relief. If Executive is served with a deposition
subpoena or other legal process calling for the disclosure of such information,
or if he is contacted by
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any third person requesting such information, he will immediately notify the
Company's Chief Financial Officer and will fully cooperate with the Company in
minimizing the disclosure thereof.
14. Unfair Competition. In addition to the provisions under the
Noncompetition Agreement in its form on this December 17, 1999 or as amended and
restated:
(a) The Executive agrees not to (whether as an employee,
director, owner, stockholder, consultant, limited or general partner, or
otherwise), for himself or for any other person or entity, engage in any unfair
competition with the Company and its Related Entities.
(b) The Executive also covenants and agrees not to intentionally
interfere with, disrupt, or attempt to disrupt, the relationship, contractual or
otherwise, between the Company, any of its Related Entities and any of its/their
customers, employees or suppliers as of the Resignation Date. Notwithstanding
anything to the contrary, with respect to this subparagraph (b) of this Section
14, during the term of the Noncompetition Agreement, as amended and restated,
nothing herein shall be construed or interpreted to be less inclusive than
Sections 2 and 3 of the Noncompetition Agreement, as amended and restated.
(c) The Executive acknowledges that any unfair competition or
misuse of trade secret or proprietary information belonging to the Company and
its Related Entities, or any violation of Sections 12 through 14 of this
Agreement, will result in irreparable harm to the Company and/or its Related
Entities and will give rise to an immediate action by the Company and its
Related Entities for injunctive relief.
15. Cooperation Clause.
(a) The Executive agrees to cooperate with the Company and its
Related Entities and its or their counsel (i) in any investigations (including
internal investigations) and audits of the Company's or any of its Related
Entities' management's current and past conduct and business and accounting
practices and (ii) in the Company's defense of, or other participation in, any
administrative, judicial, or other proceeding arising from any charge, complaint
or other action which has been or may be filed relating to the period during
which the Executive was engaged in employment with the Company and/or its
Related Entities. Except as required by law or authorized in advance by the
Company's Board of Directors, the Executive will not communicate, directly or
indirectly, with any third party concerning the management or governance of the
Company and/or its Related Entities, the operations of the Company and/or its
Related Entities, the legal positions taken by the Company and/or its Related
Entities, or the financial status of the
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Company and/or its Related Entities. The Executive shall direct inquiries from
third parties on these issues to the Company. The Executive acknowledges that
any violation of this Section 15 will result in irreparable harm to the Company
and its Related Entities and will give rise to an immediate action by the
Company and/or its Related Entities for injunctive relief.
(b) The Executive will not seek or accept employment by the
Company or its Related Entities at any time and if he does so, his application
need not be considered.
16. Non-disparagement; Employment Reference. The Executive agrees not to
disparage or otherwise publish or communicate derogatory statements or opinions
about the Company and/or its Related Entities, its/their respective management,
products and services to any third party for a period of three (3) years after
the Resignation Date. It shall not be a breach of this Section 16 for the
Executive to testify truthfully in any judicial or administrative proceeding, or
to make factually accurate statements in legal or public filings. If any
prospective employers contact the Human Resources Director of the Company
concerning the Executive, they will be told that the Executive was employed by
Cyberworks and held other positions with the Company from August 27, 1998 until
he voluntarily resigned as of the Resignation Date.
17. Remedies for Breach. Notwithstanding anything to the contrary
herein, if the Executive breaches his obligations under this Agreement, in
addition to whatever other rights the Company and/or its Related Entities may
have, the Executive shall forfeit his right to receive any further payments or
benefits under this Agreement.
18. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
principles of conflict of laws. The Company, Cyberworks and the Executive each
hereby agrees that all actions or proceedings arising directly or indirectly
hereunder, whether instituted by the Executive, the Company or Cyberworks, shall
be litigated in courts having situs within the State of California, County of
San Diego and the Executive, the Company and Cyberworks each hereby expressly
consents to the jurisdiction of any local, state or Federal court located within
said state and county, and consent that any service of process in such action or
proceeding may be made by personal service upon the Executive, the Company or
Cyberworks wherever the Executive, the Company or Cyberworks may be located,
respectively, or by certified or registered mail directed to the Executive at
his/its last known address. The Executive, the Company and Cyberworks each
hereby waives trial by jury, any objection based on forum non conveniens, and
any objection to venue of any action instituted hereunder.
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19. Attorneys' Fees. In any action, litigation or proceeding between the
parties arising out of or in relation to this Agreement, each party shall bear
its own costs and expenses, including reasonable attorneys' fees.
20. Non-Admission of Liability. The Executive, the Company and
Cyberworks each understands and agrees that neither the payment of any sum of
money nor the execution of this Agreement by the parties will constitute or be
construed as an admission of any liability whatsoever by any party.
21. Withholding Taxes; Tax Reporting. The Company and/or Cyberworks may,
if required in its reasonable judgment, withhold from any amounts payable under
this Agreement all such Federal, state, city and other taxes, and may file with
appropriate governmental authorities all such information returns or other
reports with respect to the tax consequences attendant to any amounts payable
under this Agreement, as may, in its reasonable judgment, be required by law.
22. Severability. If any one or more of the provisions contained herein
(or parts thereof), or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity
and enforceability of any such provision in every other respect and of the
remaining provisions hereof will not be in any way impaired or affected, it
being intended that all of the rights and privileges shall be enforceable to the
fullest extent permitted by law.
23. Entire Agreement. This Agreement represents the sole and entire
agreement among the parties and, except as expressly stated herein, supersedes
all prior agreements, negotiations and discussions among the Executive, the
Company and Cyberworks with respect to the subject matters contained herein.
24. Waiver. No waiver by any party hereto at any time of any breach of,
or compliance with, any condition or provision of this Agreement to be performed
by any other party hereto may be deemed a waiver of similar or dissimilar
provisions or conditions at the same time or at any prior or subsequent time.
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25. Amendment. This Agreement may be modified or amended only if such
modification or amendment is agreed to in writing and signed by duly authorized
representatives of the parties hereto, which writing expressly states the intent
of the parties to modify this Agreement.
26. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original as against any
party that has signed it, but all of which together will constitute one and the
same instrument.
27. Assignment. This Agreement inures to the benefit of and is binding
upon the Company and its successors and assigns, but the Executive's rights
under this Agreement are not assignable.
28. Notice. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) if personally delivered; (b) if sent by telecopy, facsimile or
other electronic means; or (c) if mailed by overnight or by first class,
certified or registered mail, postage prepaid, return receipt requested, and
properly addressed as follows:
If to the Executive, to:
Xxxxxxx X. Xxxxxxxx
000 Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000, c/o Xxxxxxx X. Xxxxxxx, Esq.
e-mail: xxxxxxxx@xxxxxxxxxx.xxxxxxx.xxxx.xxx
with a copy to:
Sparber, Ferguson, Xxxxxx & Xxxx
000 X Xxxxxx, 00xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
e-mail: xxxxxxxx@xxxxxxxxxx.xxxxxxx.xxxx.xxx
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If to the Company or Cyberworks, to:
Venture Catalyst Incorporated
16868 Xxx Xxx Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Chief Financial Officer
Fax: (000) 000-0000
e-mail: xxxxxxxxx@xxxx.xxx
with a copy to:
Paul, Hastings, Xxxxxxxx and Xxxxxx, LLP
000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxx Xxxxxx, Esq.
Fax: (000) 000-0000
e-mail: xxxxxxxxxxxxx@xxxx.xxx
Such addresses may be changed, from time to time, by means of a notice given in
the manner provided above. Notice will conclusively be deemed to have been given
when personally delivered (including, but not limited to, by messenger or
courier); or if given by mail, on the date of delivery, if given by Federal
Express or other similar overnight service or on the third day after being sent
by first class, certified or registered mail; or if given by telecopy or
facsimile machine or other electronic media, when confirmation of transmission
is indicated by the sender's machine. Notices, requests, demands and other
communications delivered to legal counsel of any party hereto, whether or not
such counsel shall consist of in-house or outside counsel, shall not constitute
duly given notice to any party hereto.
29. Miscellaneous Provisions.
(a) The parties represent that they have read this Agreement and
fully understand all of its terms; that they have conferred with their
attorneys, or have knowingly and voluntarily chosen not to confer with their
attorneys about this Agreement; that they have executed this Agreement without
coercion or duress of any kind; and that they understand any rights that they
have or may have and sign this Agreement with full knowledge of any such rights.
(b) The language in all parts of this Agreement must be in all
cases construed simply according to its fair meaning and not strictly for or
against any party. Whenever the context requires, all words used in the singular
must be construed to have been used in the plural, and vice versa, and each
gender must include any other
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gender. The captions of the Sections of this Agreement are for convenience only
and must not affect the construction or interpretation of any of the provision
herein.
(c) Each provision of this Agreement to be performed by a party
hereto is both a covenant and condition, and is a material consideration for the
other party's performance hereunder, and any breach thereof by the party will be
a material default hereunder. All rights, remedies, undertakings, obligations,
options, covenants, conditions and agreements contained in this Agreement are
cumulative and no one of them is exclusive of any other. Time is of the essence
in the performance of this Agreement.
(d) Each party acknowledges that no representation, statement or
promise made by any other party, or by the agent or attorney of any other party,
has been relied on by him or it in entering into this Agreement.
(e) Each party understands that the facts with respect to which
this Agreement is entered into may be materially different from those the
parties now believe to be true. Each party accepts and assumes this risk and
agrees that this Agreement and the release in it shall remain in full force and
effect, and legally binding, notwithstanding the discovery or existence of any
additional or different facts, or of any claims with respect to those facts.
(f) Unless expressly set forth otherwise, all references herein
to a "day" are deemed to be a reference to a calendar day. All references to
"business day" mean any day of the year other than a Saturday, Sunday or a
public or bank holiday in San Diego, California. Unless expressly stated
otherwise, cross-references herein refer to provisions within this Agreement and
are not references to the overall transaction or to any other document.
(g) Each party to this Agreement will cooperate fully in the
execution of any and all other documents and in the completion of any additional
actions that may be necessary or appropriate to give full force and effect to
the terms and intent of this Agreement.
30. Approval of Board of Directors. This Agreement was approved by the
Company's Board of Directors at a special meeting held on October 25, 1999 and
by the Cyberwork's Board of Directors at a special meeting held on October 27,
1999.
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THE EXECUTIVE, THE COMPANY AND CYBERWORKS EACH ACKNOWLEDGE THAT HE/IT
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT. THE
EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates indicated below.
VENTURE CATALYST INCORPORATED,
a Utah corporation
Dated: December 17, 1999 By: /s/ L. XXXXXX XXXXX, XX
---------------------------------
L. Xxxxxx Xxxxx, XX
Chairman of the Board and Chief
Executive Officer
CYBERWORKS, INC.,
a California corporation
Dated: December 17, 1999 By: /s/ L. XXXXXX XXXXX, XX
---------------------------------
L. Xxxxxx Xxxxx, XX
Chairman of the Board and Chief
Executive Officer
EXECUTIVE
Dated: December 17, 1999 By: /s/ XXXXXXX X. XXXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxxx
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SCHEDULE 1
COMPUTER EQUIPMENT
1. Sony Superslim Notebook Laptop Computer
Serial No. 3204030
2. Two 17" ViewSonic Monitors GL773's
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