Exhibit 99.2
ATTACHMENT 2
RECIPROCAL RELEASE
This Reciprocal Release is entered into as of September 12, 1997 (the
"Release Date") by and between XXXXX X. XXXXXXX and XXXXXXXXXX X. XXXXXXX (the
"Xxxxxxxx"), and PRIMARY TELECOMMUNICATIONS, INC. ("PTT"), a Pennsylvania
corporation (the Bergmans and Primary are together referred to herein as the
"Xxxxxxx Group"); STMS, Inc., a Virginia corporation, formerly known as SERVICE
AND TECHNOLOGY MICRO SYSTEMS, INC. ("STMS"); XXXX XXXXXXXXXX ("Xxxxxxxxxx");
XXXXXXX XxXXXXX ("XxXxxxx"); XXXXX XXXXXX ("Salmon"); and XXXX COMPUTER
CORPORATION ("Xxxx"), a Delaware corporation. All parties except the Xxxxxxx
Group are referred to herein as "The Xxxx Group."
This Reciprocal Release is entered pursuant to Section 8 of a Stock
Acquisition, Stock Option, Settlement, Covenant Not to Xxx and Reciprocal
Release Agreement (the "Agreement") dated as of September 12, 1997.
1. Release of the Xxxxxxx Group by the Xxxx Group. Subject to the specific
exclusions enumerated in Section 3 of this Reciprocal Release, the Xxxx Group
and each member thereof, individually, jointly and severally, hereby RELEASES
and DISCHARGES the Xxxxxxx Group and each member thereof, individually, jointly
and severally, and the Xxxxxxx Group's agents, attorneys, successors and assigns
from any and all claims, demands, suits and causes of action of any kind arising
from events occurring in whole or part prior to the Release Date, whether
contingent in whole or in part or fixed, accrued in whole or in part, or
unaccrued, legal or equitable, oral or written, known or unknown. The Xxxx Group
also releases any and all claims against any other person relating to the
formation or operation of Mindshare Corporation.
2. Release of the Xxxx Group by the Xxxxxxx Group. Subject to the specific
exclusions enumerated in Section 3 of this Reciprocal Release, the Xxxxxxx Group
and each member thereof, individually, jointly and severally, hereby RELEASES
and DISCHARGES the Xxxx Group and each member thereof, individually, jointly and
severally, and the Xxxx Group's agents, attorneys, successors and assigns from
any and all claims, demands, suits and causes of action of any kind arising from
events occurring in whole or part prior to the Release Date, whether contingent
in whole or in part or fixed, accrued in whole or in part, or unaccrued, legal
or equitable, oral or written, known or unknown.
3. Exclusions.
(a) The parties acknowledge that this Reciprocal Release does not
release any claims that the Xxxx Group may have or assert against Xxx Xxxx or
Xxxxxx X. Xxxxxxx, Xx. as tort-feasors or otherwise concerning their role in the
formation or operation of Glacier LLC, a Virginia limited liability company.
This Release also does not release any claims (if any exist) that the Xxxx Group
may have or assert against Xxx Xxxx or Xxxxxx X. Xxxxxxx, Xx. as tort-feasors or
otherwise concerning any aspect of their activities as former employees or
officers of STMS (except
that any and all claims against them relating to the formation or operation of
Mindshare Corporation are released, as provided above).
(b) The parties acknowledge that this Reciprocal Release shall not
affect the validity or enforceability of debts owned by Glacier to the Xxxxxxx
Group which were incurred prior to August 1, 1997, and all interest accruing
forward from such debt.
(c) The parties acknowledge that this Reciprocal Release shall not
affect the validity or enforceability of the representations, warranties,
covenants and obligations under the Stock Acquisition, Stock Option, Settlement,
and Reciprocal Release Agreement dated the date hereof among the parties hereto,
or the Xxxx Computer Corporation Common Stock Option dated the date hereof.
4. Stipulated Amount. The parties agree and stipulate that the amount of the
Xxxx Group's claims against Xxx Xxxx or Xxxxxx Xxxxxxx, Xx. relating to the
formation and operation of Glacier LLC or their activities as former employees
or officers of STMS shall be reduced by $250,000 as a result of this Release,
pursuant to Va. Code Section 8.01-35.1(A)(1). Xxxx'x offer to purchase the
Bergmans' Glacier Units shall be deemed to have been made at the offer price of
One Hundred Twenty Five Thousand Dollars ($125,000) solely for the purpose of
the first refusal right set forth in Section 12.02(b) of the Operating Agreement
of Glacier.
5. Law Governing. The laws of the Commonwealth of Virginia (except as to
conflicts of law) shall govern the validity, interpretation and enforcement of
this Reciprocal Release. The parties acknowledge that the parties concluded this
Reciprocal Release in Virginia, that part or all of the parties' performance
shall occur in Virginia, and that either the Federal District Court for the
Eastern District of Virginia, Alexandria Division, or the Circuit Court of
Fairfax County, Virginia shall have jurisdiction over any dispute directly or
indirectly related to any aspect of the parties' Reciprocal Release.
6. Amendments and Waivers. No amendment of this Reciprocal Release shall
bind the parties unless they sign a written document containing the
modification.
7. Severability. If a court of competent jurisdiction finds any provision of
this Reciprocal Release invalid or unenforceable, the court will enforce the
remaining provisions of this Reciprocal Release to the maximum extent permitted
by law. Further, if the court concludes that this Reciprocal Release has a
number of possible constructions, one of which would render this Reciprocal
Release void while the other interpretation would render the Reciprocal Release
enforceable, the parties intend the meaning that will render this Reciprocal
Release enforceable.
8. Construction. The parties have participated jointly in negotiating and
drafting this Reciprocal Release. If an ambiguity or question of intent or
interpretation arises, no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Reciprocal Release.
9. Headings. The headings in this Reciprocal Release appear only for
convenient reference and do not constitute a part of this Reciprocal Release.
10. Counterparts. The parties may execute this Reciprocal Release in one or
more counterparts, each of which constitutes an original copy and all of which
together shall comprise one agreement binding upon the parties.
IN WITNESS WHEREOF, the parties to this Reciprocal Release have caused this
Reciprocal Release to be duly executed and delivered as of the date above
written.
XXXXX X. AND XXXXXXXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx 9/12/97
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Xxxxx X. Xxxxxxx
/s/ Xxxxxxxxxx X. Xxxxxxx
by: Xxxxx Xxxxxxx
her attorney in fact 9/12/97
----------------------------------- (Seal)
Xxxxxxxxxx X. Xxxxxxx
PRIMARY TELECOMMUNICATIONS, INC.
/s/ Xxxxx X. Xxxxxxx 9/12/97
By:
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Title: President
XXXX COMPUTER CORPORATION
/s/ Xxxx Xxxxxxx
By:
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Title: Executive VP
STMS, INC.
/s/ Xxxx Xxxxxxxxxx
By:
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Title: CEO
XXXX XXXXXXXXXX
/s/ Xxxx Xxxxxxxxxx
----------------------------------- (Seal)
XXXXXXX XxXXXXX
/s/ Xxxxxxx XxXxxxx
----------------------------------- (Seal)
XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
----------------------------------- (Seal)
