//EX10-4_10854.CEC
EXHIBIT 10.4
AGREEMENT AND RELEASE
This Agreement and Release is made by and between Imprint Records
(formerly known as Veritas Music Entertainment) (hereinafter "Employer"), its
subsidiaries, its affiliates and related entities and Xxxx Xxxxxxxx (hereinafter
"Employee").
W I T N E S E T H :
WHEREAS, Employee has previously been employed by
Employer; and
WHEREAS, the parties have elected to end their Employment
Relationship; and
WHEREAS, Employee acknowledges that he has had adequate time to
consider this Agreement and has voluntarily agreed to its terms; and
WHEREAS, the parties wish to clarify and memorialize certain
agreements made between them in regard to Employee's employment and the
termination of his employment;
NOW, THEREFORE, in consideration of the foregoing premises and
the terms stated herein, it is mutually agreed between the parties as follows:
1. Employee resigned his employment with Employer effective 5:00 p.m.,
June 19, 1996 (the "Separation Date").
2. Employee agrees to return to Employer all personal property, items,
documents, or business records of any kind which belong to Employer within five
business days of the date of execution of this Agreement.
3. Employee and Employer agree that upon the execution of this Agreement,
Employer shall give the Employee the following: - the sum of $25,000 which
constitutes a compromise and settlement of Employee's disputed claim for wages
due under the parties' employment contract;
- the sum of $25,000 which constitutes a compromise and settlement of
various disputed personal injury claims, including emotional distress,
that Plaintiff has raised or threatened to raise;
- payment for all outstanding expense reports submitted by
Employee as of the date of the execution of this Agreement;
- forgiveness of the loan it made to Employee in the amount
of $25,000
The payment of the above sums, the forgiveness of the loan, and the payment
of Employee's expenses shall constitute full and final settlement of the
parties' employment relationship and shall terminate all obligations that
Employer may have had under the parties' Employment Agreement or otherwise under
Tennessee or federal law.
4. Employer shall withhold from any payments made pursuant to this
Agreement any taxes required by law to be withheld with respect to such
payments.
5. As specific consideration for the release and waiver contained in
Paragraph 6 of this Agreement and Release, Employer shall provide the following
benefits to which Employee is not otherwise entitled: Employer agrees to
continue Employee's medical coverage through the company for the months of
August, September, and October of 1996. Employer agrees to pay only the
Employer's portion of Employee's medical insurance. After the expiration of
three months, Employee has only those rights to medical benefits which are
otherwise available to him under state or federal law.
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6. Employee, for himself and his heirs, personal representatives,
successors and assigns, does hereby release and forever discharge Employer, its
successors, assigns, agents, representatives, employees, officers, directors,
trustees, and shareholders, from any and all causes of action, claims, demands,
suits, damages, sums of money and/or judgments (hereinafter "damages") arising
at any time prior to and through the date of the execution of this Agreement and
Release which might have been asserted against Employer, its successors, agents,
representatives, employees, officers, directors, trustees, or shareholders by
Employee, or on his behalf, including, but not limited to, any which may have
been asserted against Employer by or on behalf of Employee relating to his
employment by Employer or the termination of his employment, including accrued
vacation pay, profit sharing plans, retirement plans or any benefit plans of any
type or nature, and any claims for discrimination of any type under any federal,
state or local law or regulation, including, but not limited to, claims under
the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights
Xxx 0000 and the Civil Rights Act of 1991, except for any claims arising under
this Agreement and Release.
7. Likewise, Employer, its personal representatives, successors and
assigns, does hereby release and forever discharge Employee from any and all
causes of action, claims, demands, suits, damages, sums of money and/or
judgments (hereinafter "damages") arising at any time prior to and through the
date of the execution of this Agreement and Release which might have been
asserted
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against Employee relating to his employment by Employer, except for any claims
arising under this Agreement and Release.
8. Should any state or federal tax authority determine that additional
taxes beyond those which will be withheld under this Agreement are due on the
payments provided for in this Agreement, then Employee agrees to be solely
responsible for the Employee's portion of any and all additional taxes assessed
and interest or penalties charged. Employee also agrees to indemnify and hold
harmless Employer from any and all liability of whatever kind incurred by it
with respect to any payments made under this Agreement including but not limited
to taxes, levies, assessments, fines, interests and penalties.
9. The parties declare that each has carefully read this Agreement. Both
parties agree to the terms of this Agreement and enter into it freely and
voluntarily in order to make a full and final adjustment and resolution of the
matters contained herein.
10. Employee specifically represents that he was represented by counsel,
that the terms of this Agreement were jointly negotiated over a period of more
than thirty days, and that he had adequate time to consider the issues resolved
herein.
11. The parties further acknowledge that this Agreement and Release may be
revoked by Employee within seven (7) days from the execution hereof and that the
Agreement and Release shall not become effective or enforceable until after the
revocation period has expired. Employee agrees that any revocation shall be
submitted to Employer in writing and accompanied by any portion of
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the consideration that she may have already received under the terms of this
Agreement and Release.
12. The parties agree that they will keep the terms, conditions and
existence of this Agreement and Release confidential. Each agrees that they may
discuss such matters only with their attorney and their accountant or tax
preparer. To the extent that either party is permitted to disclose and does
disclose such information, that party agrees to require, and warrants, that the
person receiving such information shall maintain its confidentiality.
13. In addition, Employee agrees that the services he performed for
Employer were special, unique and extraordinary, and that by reason of those
services he acquired confidential information and trade secrets. It is agreed
that all confidential information relative to the activities of Employer,
including, but not limited to, Employer's contractual third-party relationships,
contracts, financial information, plans, developments, administrative
procedures, operations, or dealings with other third parties, is the property of
Employer and shall not be disclosed by Employee for any reason.
14. Employee agrees that he will not himself or through third parties or
agents disparage Employer in any respect relating to any matter pertaining to
his employment with Employer or his retirement from employment with Employer.
Likewise, Employer agrees that it will not disparage Employee in any respect
relating to any matter
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pertaining to his employment with Employer or his retirement from employment
with his Employer.
A. The parties agree that any violation of these confidentiality and
non-disparagement provisions shall cause damage to the other which cannot be
readily calculated. They further agree that any such violation shall be
specifically enforceable by a court of law or equity or by binding arbitration,
and they further agree to pay the other the amount of Two Thousand Five Hundred
Dollars ($2,500.00) as liquidated damages, and not as a penalty, for each breach
of the foregoing confidentiality and non- disparagement provisions of this
Agreement and Release.
15. It is understood and agreed that this Agreement and Release does not
and shall not constitute an admission by Employer or Employee of any violation
of any law or right of the other.
16. This Agreement and Release constitutes the entire understanding and
agreement between the parties as to the subject matter hereof and the terms of
this Agreement and Release may not be waived, modified or supplemented except in
writing by all parties hereto.
17. Should this Agreement and Release be held invalid or unenforceable (in
whole or in part) with respect to any particular claims or circumstances, it
shall remain fully valid and enforceable as to all other claims and
circumstances.
18. Any claims concerning the meaning, application and/or interpretation of
this Agreement and Release, any matter which relates to Employee's employment
and arises after the date of this
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Agreement and Release, or any claim of breach of or failure to perform this
Agreement and Release, shall be settled solely by binding arbitration in
accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association. Any arbitration decision shall be fully binding on both
parties and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. Each party shall pay the fees and costs
of presenting its case in arbitration, except that the Arbitrator may award
attorney's fees to the prevailing party. All other costs of arbitration,
including the cost of any transcript of the proceedings, administrative fees,
and the arbitrator's fees shall be borne equally by the parties. Any arbitration
hearing shall take place in Davidson County, Tennessee and Tennessee law shall
govern. The parties, and each of them, agree that the remedy, if any, awarded by
such arbitrator shall be the sole and exclusive remedy for each and every claim
which is subject to arbitration pursuant to this paragraph, but that the
arbitrator shall not have the authority or power to order reinstatement as a
remedy. Any award by the arbitrator shall, unless both parties agree in writing
otherwise, be in writing and shall set forth the factual and legal basis for
such award and shall state which party is deemed to be the prevailing party for
the purpose of awarding attorney's fees hereunder.
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19. This Agreement and Release shall be construed in accordance with the
laws of Tennessee.
OUR SIGNATURE BELOW INDICATES THAT WE HAVE
READ THE FOREGOING DOCUMENT, UNDERSTAND ITS TERMS,
AND AGREE TO BE BOUND BY IT.
Employer
/s/ XXXX XXXXXXXX By XXX X. XXXXXX
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Employee
Its: CHAIRMAN & CEO
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Date: 6/19/96 Date: 6/19/96
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