SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into effective as of June 25, 1996,
between XXXX XXXXXXXXX ("Xxxxxxxxx"), and GARDEN VALLEY NATURALS, INC., a
California corporation ("GVN"), with reference to the following facts:
X. Xxxxxxxxx and GVN entered into that certain Employment Agreement
dated November 1, 1995 (the "Employment Agreement"), pursuant to which GVN
agreed to employ Xxxxxxxxx.
X. Xxxxxxxxx and GVN have agreed to terminate the Employment Agreement
pursuant to the terms hereof.
NOW, THEREFORE, the parties agree as follows:
1. Xxxxxxxxx and GVN hereby terminate the Employment Agreement
effective as of June 25, 1996 (the "Effective Date").
2. In connection with the termination of the Employment Agreement, GVN
shall pay to Xxxxxxxxx a total of $175,000 payable in 24 equal installments
of $7,291.67 on the last day of each month commencing on July 31, 1996, and
continuing through June 30, 1998. If GVN fails to make an installment
payment within 15 days when due, interest shall accrue on the unpaid
installment at the rate of eight percent (8%) per annum from the due date
until the date when paid.
3. After the Effective Date, the parties shall have no further
obligations under the Employment Agreement and Xxxxxxxxx shall not be
entitled to receive any salary, employee benefits, or any other compensation
or benefits under the Employment Agreement for any period after the Effective
Date.
4. Xxxxxxxxx and GVN hereby release each other from all claims,
damages, liabilities, obligations, costs, and fees, including, without
limitation, attorneys' fees, arising out of or related to the Employment
Agreement and the employment of Xxxxxxxxx by GVN (the "Released Matters").
This mutual release shall be a full and final accord and satisfaction and
general release from all Released Matters. The parties acknowledge that they
are familiar with Section 1542 of the California Civil Code 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.
Excludes from Release any medical claim arising from injury sustained
March 4, 1997.
The parties waive any right which either of them has, or may have, under
Section 1542 to the full extent that they may lawfully waive these rights
pertaining to the Released Matters.
5. This Agreement contains the entire agreement between the parties
with respect to the subject matter contained in it and supersedes any and all
other agreements and understandings among the parties, oral and written, with
respect to such subject matter.
6. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California.
7. If any dispute arises out of the terms of this Agreement, the
prevailing party or parties in any legal proceeding or arbitration shall be
entitled to recover attorneys' fees and costs incurred by it or them in that
proceeding or arbitration.
8. Xxxxxxxxx agrees to hold in confidence and not disclose to any
third party without the prior written consent of GVN any proprietary or
confidential information of GVN. Proprietary or confidential information
refers to any information not generally known among GVN's competitors and
that has commercial value to GVN. By way of illustration, but not
limitation, proprietary or confidential information includes (a)
developments, improvements, trade secrets, formulae, processes, techniques,
know-how and data; (b) plans for research, development, new products,
marketing and selling; information related to business plans, budgets and
unpublished financial statements; prices and costs; information regarding
suppliers and customers; and (c) any information designated by GVN as
confidential. For a period of two years after the date of this Agreement,
Xxxxxxxxx shall not induce or solicit (i) any employee or consultant of GVN
to engage in any other employment or activity of any other person or entity
or (ii) any client or potential client of GVN for goods and services similar
to those provided by GVN.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
GARDEN VALLEY NATURALS, INC.
By: /s/ Xxxxx Xxxx
-----------------------------------
Xxxxx Xxxx, Chairman
"GVN"
/s/ XXXX XXXXXXXXX
---------------------------------------
XXXX XXXXXXXXX
"Xxxxxxxxx"
2
