SETTLEMENT AGREEMENT AND MUTUAL RELEASE IN FULL
This Settlement Agreement and Mutual Release in Full is made on the date
hereinafter set forth between CYNET, INC. (hereinafter referred to as
Company) and XXX X. XXXXX (hereinafter referred to as "Xxxxx").
ARTICLE I
STATEMENT OF FACTS
On or about April 1995, Xxxxx founded Company and was its majority
shareholder, sole director and Chief Operating Officer from Company's
inception until January 28, 1998. During that time Xxxxx accumulated ONE
HUNDRED TWENTY ONE THOUSAND FORTY-THREE and 14/100 DOLLARS ($121,043.14) in
Employee Receivables which are due to Company and remain unpaid as of the
date of this Settlement Agreement and Mutual Release. These Employee
Receivables represent cash payments Company made for certain personal and
non-Company related expenses on behalf of Xxxxx and at Xxxxx' direction.
Furthermore, Company and Xxxxx entered into an Employment Agreement
dated April 13, 1998 whereby Company agreed, among other things, to pay Xxxxx
an annual salary of $150,000 for a five (5) year term.
Wherefore, Company and Xxxxx desire to settle the unpaid Employee
Receivables identified above and to terminate the Employment Agreement effective
August 31, 1998. Pursuant to this desire the parties agree as follows;
ARTICLE II
CONSIDERATION
X. Xxxxx.
The consideration for this Settlement Agreement and Mutual Release in
Full from
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Xxxxx includes the following:
1. Company's forgiveness of ONE HUNDRED TWENTY-ONE THOUSAND FORTY-THREE
and 14/100 DOLLARS ($121,043.14) Employee Receivables due from and
unpaid by Xxxxx as of the date of this Agreement;
2. Company's execution of this Agreement.
B. Company.
The consideration for this Settlement Agreement and Mutua1 Release in Full
from Company includes the following:
1. Xxxxx waiving his right to remain employed by Company and receive the
stated compensation for the duration of the April 13, 1998 Employment
Agreement and all other provisions of the April 13, 1998 Employment
Agreement remain intact and of full force; and,
2. Xxxxx executing this Agreement.
ARTICLE III
MUTUAL RELEASE
X. Xxxxx' Release in Full.
Xxxxx, in consideration of the matters specified in Article II
hereinabove, the receipt (and anticipated receipt) and sufficiency of which
is hereby acknowledged and confessed, has RELEASED, ACQUITTED AND FOREVER
DISCHARGED, and by these presents does himself, his predecessors, successors
and assigns, RELEASE, ACQUIT, AND FOREVER DISCHARGE, Company and its
affiliated companies or entities, predecessors, successors, assigns,
officers, directors, shareholders, employees, agents, legal representatives,
and attorneys, from all existing and future claims, demands and causes of
action for all existing and future damages and remedies, known
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or unknown, which have accrued or may ever accrue to Xxxxx, his predecessors,
successors, and assigns, arising out of or in any way related to or connected
with payment of compensation to Xxxxx under the terms of the April 13, 1998
Employment Agreement, including, but not limited to, all claims, demands, and
causes of action of any nature, whether in contract or tort, including
negligence, or arising under or by virtue of any statute or regulation, that
are now recognized by law or that may be created in the future in any manner,
including, but not limited to, by statute, regulation, or judicial decision,
for all losses, damages or remedies of any kind that are now recognized by
law or that may be created or recognized in the future in any manner,
including without limitation by statute, regulation or judicial decision,
including, but not limited to, the following: all actual damages, including
but not limited to lost profits, loss of reputation, loss of opportunity, out
of pocket expenses, loss of earnings, exemplary and punitive damages, all
penalties of any kind, past, present, and future personal injuries, property
damage, loss of consortium, damage to familial relations, ensuing damage,
loss of inheritance, loss of companionship, loss of society and affection,
loss of enjoyment of life, mental anguish, emotional distress, attorney's
fees and pre- and post- judgment interest. This Settlement Agreement and
Mutual Release in Ful encompasses all liability based on legal theories of
every nature.
B. Company's Release in Full.
Company, in consideration of the matters specified in Article II herein
above, the receipt (and anticipated receipt) and sufficiency of which is
hereby acknowledged and confessed, have jointly and severally RELEASED,
ACQUITTED, AND FOREVER DISCHARGED, and by these presents does itself, its
predecessors, successors and assigns, RELEASE, ACQUIT, AND FOREVER DISCHARGE,
Xxxxx and his predecessors, successors, assigns, employees, agents, legal
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representatives and attorneys, from all existing and future claims, demands
and causes of action for all existing and future damages and remedies, known
or unknown, which have accrued or may ever accrue to Company, its
predecessors, successors, and assigns, arising out of or in any way related
to the ONE HUNDRED TWENTY-ONE THOUSAND FORTY THREE and 14/100 DOLLARS
($121,043.14) Employee Receivables due from Xxxxx to Company as of the date
of this Agreement, including, but not limited to, all claims, demands, and
causes of action of any nature, whether in contract or tort, including
negligence, or arising under or by virtue of any statute or regulation, that
are now recognized by law or that may be created in the future in any manner,
including, but not limited to, by statute, regulation, or judicial decision,
for all losses, damages or remedies of any kind that are now recognized by
law or that may be created or recognized in the future in any manner,
including without limitation by statute, regulation or judicial decision.
This Settlement Agreement and Mutual Release in Full encompasses all liability
based on legal theories of every nature.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
A. Representations and Warranties of Xxxxx.
Xxxxx, on behalf of himself, his successors, and assigns hereby
represents that: (1) he is legally competent to execute this Settlement
Agreement and Mutual Release in Full; (2) he has fully informed itself of the
terms, contents, conditions and effects of the Settlement Agreement and Mutual
Release in Full before executing this instrument; (3) it enters into this
Settlement Agreement and Mutual Release in Full voluntarily; (4) Xxxxx is not
relying on any promise or representation of any kind made to him by Company or
anyone acting for Company except as expressly stated in this instrument; (5) he
has not assigned, pledged or otherwise in any manner whatsoever, sold or
transferred, either by instrument or in writing or otherwise, to any person or
party, any right, title,
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interest or claim that he has or may have to the future compensation arising
under the April 13, 1998 Employment Agreement by reason of the matters set
forth in Article I hereof, or any matters arising out of or relating thereto;
(6) he fully understands that this is a full, complete, and final Settlement
Agreement and Mutual Release in Full and that the consideration described
above is all that is to be received by Xxxxx as a result of the matters set
forth in Article I hereof.
B. Representations and Warranties of Company.
Company, on behalf of itself, its predecessors, successors, and assigns
hereby represents that: (1) Xxxxxxx X. Xxxxx, Xx. is authorized and is legally
competent to execute this Settlement Agreement and Mutual Release in Full on
behalf of Company, (2) Company has fully informed itself of the terms,
contents, conditions and effects of the Settlement Agreement and Mutual Release
in Full before executing this instrument; (3) Company enters into this
Settlement Agreement and Mutual Release in Full voluntarily; (4) Company is not
relying on any promise or representation of any kind made to it by Xxxxx or
anyone acting for Xxxxx except as expressly stated in this instrument; (5)
Company has not assigned, pledged or otherwise in any manner whatsoever, sold or
transferred, either by instrument or in writing or otherwise, to any person or
party, any right, title, interest or claim that it has or may have against Xxxxx
by reason of the matters set forth in Article I hereof, or any matters arising
out of or relating thereto; (7) Company fully understands this is a full,
complete, and final Settlement Agreement and Mutual Release in Full and that the
consideration described above is all that is to be received by Company as a
result of the matters set forth in Article I hereof.
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Executed in multiple originals on the 28th day of October, 1998.
XXX X. XXXXX CYNET, INC.
"Xxxxx" "Company"
/s/ Xxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
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Xxx X. Xxxxx Xxxxxxx X. Xxxxx, Xx.
Chairman & CEO
CyNet, Inc.
VERIFICATION
STATE OF TEXAS Section
Section
COUNTY OF XXXXXX Section
BEFORE ME, the undersigned Notary Public, on this day personally
appeared XXX X. XXXXX and XXXXXXX X. XXXXX, XX, and being by me fully sworn
on their oath, deposed and stated as follows:
We are the parties identified above and we have read the Settlement
Agreement And Mutual Release In Full. The information contained therein is
within our personal knowledge and is true and correct. We have affixed our
signatures above in the presence of this Notary Public as evidence of the
same.
SUBSCRIBED AND SWORN to before me this _____ day of October, 1998.
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Signature of Notary Public
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Typed or printed name of Notary
Notary Public in and for the State of
Texas My Commission expires on
__________________, 19_______
