Exhibit 10.14
REVISED SETTLEMENT AGREEMENT
This Revised Stipulation of Settlement (the "Agreement") is made and
entered into by and between Internet Commerce Corporation, a Delaware
corporation, formerly known as Infosafe Systems, Inc. ("ICC"), Xxxxxx X. Xxxxxx,
individually ("Medici"), and Xx. Xxxxxx X. Xxxxx, individually ("Xxxxx")
(collectively, the "Parties"), to resolve Infosafe Systems, Inc. v. Xxxxxx X.
Xxxxx, AAA #13-160-00500-97 and Xxxxxx X. Xxxxx v. Xxxxxx X. Xxxxxx, pending
before the U.S. District Court for the Southern District of New York, Case No.
98-CV-2243 (SWK) (together, the "Actions").
WHEREAS, the Parties are each desirous of finally, conclusively and
forever resolving the Actions (the "Settlement");
AND WHEREAS, the Parties, each acting on its or his own behalf, as
the case may be, have approved the settlement terms described below:
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the Parties agree as follows:
1. ICC will deliver to Xxxxx:
(a) $60,000 by April 22, 1999. In the event that ICC does
not pay $60,000 on or prior to April 22, 1999, then the
Agreement is null and void at the option of Xxxxx; and
(b) 22,000 shares (the "Shares") of Class A Common Stock of
ICC to be registered for resale on a selling security
holder "shelf" registration statement (the "Resale
Registration Statement") to be filed with the Securities
and Exchange Commission. It is agreed that the Shares
will not be issued on the date of execution of this
Agreement, but will be issued within 3 business days of
the effective date of the Resale Registration Statement;
provided, however, that, if ICC declares a dividend on
its Class A Common Stock payable in-kind, or effects a
split on such Class A Common Stock (in each case, prior
to the effective date of the Resale Registration
Statement), Xxxxx shall be entitled to the same benefits
as any other holder of Class A Common Stock as if he
owned the Shares at the time of such dividend or split.
Xxxxx agrees that he will not, without ICC's prior
written consent (which may be granted or withheld in
ICC's sole discretion) sell or transfer the Shares until
the expiration of 90 days following the effective date
of the Resale Registration Statement. If the Resale
Registration Statement is not declared effective on or
before September 10, 1999, then the Agreement is null
and void at the option of Xxxxx. If Xxxxx exercises such
option, the $60,000 paid pursuant to
paragraph 1(a) shall be an offset against any amount
owed by ICC arising from the arbitral award in Infosafe
Systems, Inc. v. Xxxxxx X. Xxxxx, AAA No.
13-160-00500-97.
2. Delivery of Funds and Stock to Xxxxx. Pursuant to Xxxxx'x
request, the $60,000 paid to Xxxxx pursuant to paragraph 1(a) shall be delivered
to Xxxxx by delivering a check payable to Xxxxxx and Xxxxxx as attorneys for
Xxxxx. Two certificates representing the Shares shall be delivered, as set forth
above, to Xxxxxx and Xxxxxx as follows: 16,500 Shares registered in the name of
Xxxxxx X. Xxxxx and 5,500 Shares in the name of Xxxxxx Xxxxxx.
3. The Parties have executed mutual General Releases, which General
Releases are and shall be held in escrow by Xxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP,
pending delivery of the funds and the Shares.
4. The Parties have executed a Stipulation of Dismissal of the case
captioned Xxxxxx X. Xxxxx v. Xxxxxx X. Xxxxxx, United States District Court,
Southern District of New York, Case No. 98-CV-2243 (SWK), which Stipulation of
Dismissal is and shall be held in escrow by Xxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP
pending delivery of the funds and the Shares.
5. Confidentiality. This Agreement and the terms and conditions of
the Settlement shall remain strictly CONFIDENTIAL. Each party agrees that
neither they nor their agents will disclose any information concerning the
Agreement and related discussions to any third party at any time, except with
respect to ICC, such of its management staff and administrative employees having
a need to know and their respective attorneys and tax advisors (all the
foregoing having first been informed of these requirements having agreed to be
bound by them) or if compelled to do so by rule or regulation or under subpoena
or other judicial process; Xxxxx and Medici agree that they will not reveal or
discuss the terms and conditions of this Agreement to anyone except their spouse
or children, accountant or financial advisor, attorney and any tax or regulatory
authorities which may require such disclosure.
6. Non-Disparagement. The Parties agree that they will not directly
or indirectly make any statement to any person or entity that could be
interpreted by a reasonable person as tending to disparage the professional
reputation of ICC, Medici or Xxxxx or any entity related to ICC, or the personal
or professional reputation of ICC's respective officers, employees or agents.
This provision is not intended to restrict competition of either party against
the other, but is merely intended to govern the manner of any competition
between them.
7. Non-Admission. With regard to the action pending before the U.S.
District Court for the Southern District of New York, Xxxxxx X. Xxxxx v. Xxxxxx
X. Xxxxxx, Case No. 98-CV-2243 (SWK), neither the negotiation, undertaking,
agreement to provide, nor the actual provision of the consideration set forth in
this Agreement, nor the drafting or execution of this document shall in any way
be construed as an acknowledgment or an admission by either party of any
liability to the other or any other individual or entity, or an acknowledgment
or admission of any wrongdoing whatsoever under federal, state or local law.
Both parties specifically deny any such liability or wrongdoing.
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8. Waiver and Reinstatement. Xxxxx hereby waives any rights he may
have to reinstatement and agrees and promises that he will never apply for or
seek employment with ICC at any time. ICC and its successors shall have the
option of waiving its/their rights under this Paragraph.
9. Entire Agreement. This Agreement constitutes the complete
understanding between the parties concerning all matters as between Xxxxx and
Xxxxxx and Xxxxx and ICC and supersedes the Settlement Agreement previously
executed by ICC, Xxxxx and Medici, as well as any prior employment agreement
Xxxxx may have had with ICC, the provisions of any ICC personnel documents,
handbooks or policies and any prior customs or practices of ICC.
10. Governing Law, Successors and Assigns. This Agreement shall be
governed and construed in accordance with the laws of New York and shall be
binding upon the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the Parties executed this Agreement on the date
set forth below.
INTERNET COMMERCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Its: Chairman and CEO
--------------------------------
------------------------------ /s/ Xxxxxx X. Xxxxxx
Attest: ---------------------------
------------------------------ /s/ Xx. Xxxxxx X. Xxxxx
Attest: ---------------------------
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