EXHIBIT 10.03(a)(iii)
MUTUAL SETTLEMENT AND RELEASE AGREEMENT
Mutual Settlement and Release Agreement (the "Agreement") dated as of
January 30, 1997, between Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx"), having an address at
000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000, and Community Care of America, Inc., a
Delaware corporation, having an address at 0000 X. Xxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxx, XX 00000 ("CCA").
WHEREAS, Xxxxxxxx and CCA are parties to a Letter Agreement, dated April
26, 1996 (the "Letter Agreement") pursuant to which CCA agreed to (i) pay to
Xxxxxxxx a monthly consulting fee in the amount of $24,135.56 pursuant to
Paragraph 2 of the Letter Agreement, and (ii) pay to Xxxxxxxx a monthly car
allowance in the amount of $750.00 and provide to him certain health insurance
coverage pursuant to Paragraph 3 of the Letter Agreement, each for a period of
eighteen (18) months running from April 19, 1996; and
WHEREAS, Xxxxxxxx is indebted to CCA pursuant to two promissory notes (the
"Notes"), one of which is dated December 29, 1993, in the original principal
amount of $150,000.00 and the other dated May 8, 1996, in the original principal
amount of $141,600.00; and
WHEREAS, Xxxxxxxx has filed a lawsuit against CCA, styled Xxxxxxx X.
Xxxxxxxx v. Community Care of America, Inc., Case No. 96-3805CA-01-TB, in the
Twentieth Judicial Circuit of Florida (the "Lawsuit"); and
WHEREAS, the parties wish to settle the Lawsuit and their respective claims
in respect of the Notes and the Letter Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, CCA and Xxxxxxxx hereby agree as
follows:
1. Xxxxxxxx hereby releases and discharges CCA from any and all actions,
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents, executions, claims
and demands whatsoever, in law, admiralty or equity by Xxxxxxxx and/or his
successors, administrators, executors, heirs and assigns, which against any or
all of CCA and/or its successors and assigns, Xxxxxxxx ever had, now has, or
hereafter can, shall or may, have for, upon, or by reason of any matter, cause
or thing whatsoever arising out of, or under, or by reason of Paragraphs and 2
and 3 of the Letter Agreement, including, without limitation, any obligations of
CCA to perform any action or make any future payment pursuant to Paragraphs 2
and 3 of the Letter Agreement ("Released Xxxxxxxx Claims").
2. CCA hereby releases and discharges Creasman from any and all actions,
causes of actions, suits, debts, dues, sums of money, accrued interest,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extent, executions, claims and demands whatsoever, in law, admiralty or equity
by CCA
and/or its successors and assigns, which against any or all of the Creasman
and/or his successors, administrators, executors, heirs and assigns, CCA ever
had, now has, or hereafter can, shall or may, have for, upon, or by reason of
any matter, cause or thing whatsoever arising out of, or under, or by reason of
(i) the Notes, and (ii) any other claim on the part of CCA against Xxxxxxxx of
which CCA has actual knowledge as of the date of this Agreement (collectively,
"Released CCA Claims"); provided that the terms of subparagraph (ii) of this
Paragraph 2 shall not apply to (and Released CCA Claims shall not be deemed to
include) any matter in respect of which a claim is hereafter asserted against
CCA by any shareholder of CCA or any other third party, other than any officer
or director of CCA who held such position as of the date of this agreement.
3. In furtherance of the foregoing, Xxxxxxxx agrees not to commence any
legal or equitable proceeding, action or lawsuit against CCA with respect to any
Released Xxxxxxxx Claim.
4. In furtherance of the foregoing, CCA agrees not to commence any legal or
equitable proceeding, action or lawsuit against Xxxxxxxx with respect to any
Released CCA Claim.
5. CCA acknowledges that of the 64,693 shares of CCA common stock owned by
Xxxxxxxx, (i) as of the date hereof, a total of 17,251 shares were fully paid
for by Xxxxxxxx more than two (2) years ago, and (ii) as of February 1, 1997, an
additional 15,095 shares will have been fully paid for by Xxxxxxxx for a period
of more than two (2) years. CCA agrees promptly to confirm, upon request, the
foregoing information in such manner and to such persons as may reasonably be
necessary in order to enable Xxxxxxxx to effect sales of his shares in
compliance with Rule 144 of the Securities and Exchange Commission.
6. The parties acknowledge and agree that this Agreement constitutes the
release and settlement of all outstanding Released Xxxxxxxx Claims and Released
CCA Claims, including, without limitation, the Lawsuit. Xxxxxxxx agrees to have
the lawsuit dismissed with prejudice as soon as is reasonably practicable after
the date hereof.
7. This Agreement shall inure to the benefit of each person or entity which
now or hereafter may become jointly liable for, or shall be a guarantor or
surety of any Released Xxxxxxxx Claims or Released CCA Claim.
8. This Agreement constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof and may not be amended or modified
except in a writing executed by each of the parties hereto. This Agreement shall
be governed by the internal laws of the State of Florida applicable to contracts
executed, delivered and to be fully performed in said State, without regard to
contrary principles of conflict of laws.
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
executed and delivered as of the date first above written.
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
COMMUNITY CARE OF AMERICA, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: President and CEO
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XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF RACINE )
I, the undersigned Notary Public for the aforesaid jurisdiction, certify
that before me personally came Xxxxxxx X. Xxxxxxxx, to me known, who being by me
duly sworn, did depose and say that he resides at 000 Xxxxxxxx Xxxxx, Xxxxxx, XX
00000; and that he is the person described in and which executed the foregoing
instrument.
Witness my hand and official seal this 14 day of January 1997.
Notary Public
/s/ Xxxxxxx Xxxxx
-----------------
Print Name:
[Seal]
My Commission Expires: August 30, 0000
XXXXX XX XXXXXXX )
) ss.:
COUNTY OF XXXXXXX )
I, the undersigned Notary Public for the aforesaid jurisdiction, certify
that Xxxx X. Xxxxxxxxx came before me this day and acknowledged that he/she is
President & CEO of Community Care of America, Inc., a Delaware corporation, and
that by authority duly given and as the act of the corporation, the Agreement
was signed on behalf of said corporation.
Witness my hand and official seal this 30TH day of January 1997.
Notary Public
/s/ Xxxxx X. Xxxxx
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Print Name: Xxxxx X. Xxxxx
[Seal]
My Commission Expires: 7/13/99
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