SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT, dated as of October 17, 1997 by and between The
Great American BackRub Store, Inc., a New York corporation ("GAB") and Xxxxx
Xxx, ________________________ ("Dee").
W I T N E S S E T H
WHEREAS, GAB and Dee agree that it is in their respective best
interests to resolve any and all claims Dee may have against GAB, pursuant to
the terms and conditions provided herein.
NOW, THEREFORE, IT IS AGREED:
1. Dee agrees to accept, in full settlement of all claims against GAB,
five year Warrants to purchase 90,000 shares of the Company's common stock of
which 1/3 are exercisable at $.50 per share, 1/3 are exercisable at $.75 per
share and 1/3 are exercisable at $1.00 per share.
2. GAB agrees to register the shares issuable to Dee pursuant to the
exercise of the Warrants on Form S-8.
3. Dee irrevocably, unconditionally and generally releases and forever
discharges GAB and each of GAB's direct or indirect affiliates, investors,
partners, officers, directors, partners, employees and agents from any and all
claims, liabilities , demands and causes of action known or unknown, fixed or
contingent, which Dee claimed in the past, or now claims, or may be able to
claim in the future against any of them arising directly or indirectly out of
Dee's employment therewith or the termination of such employment, or Dee's
ownership of any equity or other interest therein or any right to the same,
including but not limited to all claims which Dee does not know or suspect at
this time to exist and which, if known, would materially affect this release.
Dee hereby covenants not to file a lawsuit or demand for arbitration to assert
any such claim. This release includes a release of any and all claims for
violation of any federal, state or municipal statute, including but not limited
to claims arising under federal, state, or local laws prohibiting employment
discrimination, Title VII of the Civil Rights Act 0f 1964, the Civil Rights Act
of 1991, the Age Discrimination in Employment Act of 1967 and the Americans with
Disabilities Act. This release does not release any claim Dee may have against
GAB for a breach of any provision of this Agreement.
4. GAB, on behalf of itself and each of its direct or indirect
affiliates, shareholders, investors, officers, directors, partners, employees
and agents irrevocably, unconditionally and generally releases and forever
discharges Dee from any and all claims, liabilities, demands and cause of action
known or unknown, fixed or contingent, which GAB claimed in the past, or now
claims, or may be able to claim in the future against Dee arising directly or
indirectly out of Dee's employment therewith, including but not limited to all
claims which GAB does not know or suspect at this time to exist and which, if
known, would materially affect this release. GAB hereby covenants not to file a
lawsuit or demand for arbitration to assert any such claim. This release does
not release any claim GAB may have against Dee for a breach of any provision of
this Agreement.
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5. Dee agrees to cooperate with GAB in connection with any litigation
involving GAB in which Dee may be needed as a witness. Such cooperation by Dee
will be provided at no charge to GAB, subject to scheduling at mutually
convenient times (subject to court directives) except that GAB will reimburse
Dee, upon documentation, for his reasonable out-of-pocket expenses should he be
required to travel for a deposition or trial testimony.
6. Notwithstanding Sections 3 and 4 above, the terms of a
separate indemnification agreement shall survive delivery of this Agreement.
7. Dee acknowledges that he has had the opportunity to review this
Agreement with legal counsel of his choosing, is knowingly making the releases
herein, and is entering into this Agreement of his own free will.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the day and year first above written.
THE GREAT AMERICAN BACKRUB STORE, INC.
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx, President
/s/ Xxxxx Xxx
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Xxxxx Xxx
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