EXHIBIT 99.3
AGREEMENT
THIS AGREEMENT, dated and effective as of July 30, 1998, between Xxxxx
Business Forms, Inc., a Texas corporation (the "Company"), and Xxx X.
Xxxxxxxx, a resident of Kingsland, Texas ("Xxxxxxxx").
The parties hereby agree as follows:
1. Purchase of Shares. Contemporaneously with the execution
of this Agreement, the Company shall purchase from Xxxxxxxx, and Xxxxxxxx
shall sell to the Company, 300,000 shares (the "Shares") of Common
Stock of the Company, $2.50 par value (the "Common Stock"), at a purchase
price of $11.00 per Share ($3,300,000 in the aggregate). Xxxxxxxx hereby
represents and warrants that he owns all of the Shares beneficially and
of record, free and clear of any lien, adverse claim, pledge or encumbrance.
2. Resignation. As of the date hereof, Xxxxxxxx hereby resigns as a
director of the Company and from all other offices and other positions with
the Company.
3. Termination of Agreements. As of the date hereof, any and all
agreements between the Company and Xxxxxxxx are hereby terminated, and,
except as provided herein, the Company shall have no further obligation or
liability to Xxxxxxxx.
4. Waiver and Release of Claims. Xxxxxxxx, on behalf of himself and
his respective heirs, executors, administrators, agents or personal
representatives hereby waives and releases the Company and its officers,
directors, employees, shareholders, subsidiaries, agents, representatives,
successors and assigns from any and all claims, actions, causes of action,
rights, judgments, losses, liabilities and demands of any kind and nature,
known or unknown, contingent, direct or indirect, as of the date of this
Agreement. Xxxxxxxx, on behalf of himself and his respective heirs,
executors, administrators, agents or personal representatives, covenants
and promises not to xxx or otherwise pursue legal action against the
Company in the future.
5. Non-Disparagement. Xxxxxxxx promises and agrees that he shall
not damage, or attempt to damage, the business reputation or goodwill of
the Company.
6. Binding Effect. This Agreement shall inure to the benefit of and
be enforceable by the parties and their respective successors, heirs,
representatives and assigns.
7. No Waiver; Entire Agreement. No provision of this Agreement may
be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by Xxxxxxxx and the Company.
No waiver by any party at any time of any breach by any other party of, or
compliance with, any condition or provision of this Agreement to be
performed by such party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by any party which
are not expressly set forth in this Agreement.
8. Headings. Section headings are used herein for convenience of
reference only and shall not affect the meaning of any provision of this
Agreement.
9. Governing Law. The laws of the State of Texas shall govern the
validity, construction, enforcement and interpretation of this Agreement.
10. Severability. The covenants and agreements contained herein are
separate and independent. If any provision of this Agreement is held to be
invalid, illegal or unenforceable, the other provisions of this Agreement
shall not be affected or impaired thereby and shall remain in full force
and effect; provided, however, that if any such provision may be made
enforceable by limitation thereof, then such provision shall be deemed to
be so limited and shall be enforceable to the maximum extent permitted by
applicable law.
11. Mediation/Arbitration/Legal Fees. If any dispute arises among
the parties with respect to this Agreement, then the parties shall submit
such dispute to mediation before a mediator in accordance with the
mediation rules of Dallas County, Texas. If the parties are unable to
resolve the dispute through mediation, they shall then submit the dispute
to binding arbitration pursuant to the rules and regulations of the
American Arbitration Association (the "AAA"). The parties agree that if
arbitration becomes necessary, they will utilize and comply with all
available rules of the AAA for expediting such arbitration. The site of
the arbitration will be the City of Dallas, Dallas County, Texas, and will
commence as soon as possible but in no event later than thirty (30) days
after a party files for arbitration. In the event of any action to enforce
or interpret this Agreement, the prevailing party therein shall be entitled
to recover all reasonable costs and expenses incurred, including reasonable
attorneys' fees.
12. Voluntary Execution of Agreement. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf
of the parties hereto. Xxxxxxxx acknowledges that he has read this
Agreement, he has been represented in the preparation, negotiation and
execution of this Agreement by legal counsel of his choice or has
voluntarily declined to seek such counsel, he understands the terms and
consequences of this Agreement and the release which it contains, and he is
fully aware of the legal and binding effect of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
XXXXX BUSINESS FORMS, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Treasurer
/s/ Xxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
