EXHIBIT 99.1
RESCISSION, FINAL RELEASE AND SETTLEMENT AGREEMENT
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THIS RESCISSION, FINAL RELEASE AND SETTLEMENT AGREEMENT ("Agreement"),
executed as of the 1st day of January, 2002, is by and between Achievement Tec
Holdings, Inc., a Delaware corporation ("Company") (formerly known as Silver
Xxxxxx, Inc., a Delaware corporation prior to its merger with the Company) and
L+R Xxxxx, Inc. ("Xxxxx").
WITNESSETH:
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1. Rescission of Purchase and Sale Agreement. In consideration of
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the mutual promises contained in this Agreement, the Company and Xxxxx agree to,
and do hereby, rescind and terminate that certain Purchase and Sale Agreement by
and between Silver Xxxxxx, Inc., and L+R Xxxxx, Inc., dated December 4, 2000 and
all other agreements, documents and instruments made and entered into in
connection therewith (collectively the "Agreement of P&S").
2. Release by Xxxxx.
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In consideration of the mutual promises contained in this
Agreement, Xxxxx, its officers, directors, shareholders, agents and assigns
agree to release and hold harmless Company, its officers, directors,
shareholders, agents and assigns, and any affiliate from any and all liability
arising from the Agreement of P&S.
3. Release by Company.
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In consideration of the promises contained in this Agreement,
Company, its officers, directors, shareholders, agents and assigns, release and
hold harmless Xxxxx, its officers, directors, shareholders, agents and assigns,
from any and all liability arising from the Agreement of P & S.
4. Delivery of Documents.
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Each of the parties to this Agreement agrees to promptly deliver
any and all documents executed in connection with the Agreement of P & S,
including stock certificates, Xxxx of Sale, etc., and covenant that each of the
parties and their representatives or assigns will do all things necessary to
carry out the terms of this Agreement.
5. Indemnification by Company.
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Company agrees to defend, indemnify and hold harmless Xxxxx and
its successors and assigns from, against and in respect of any and all loss or
damage (including attorneys and accounting fees) resulting from the operation of
the Company from the date of execution of this Agreement forward.
6. Indemnification by Xxxxx.
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Xxxxx agrees to defend, indemnify and hold harmless Company and
its successors and assigns and any affiliate, from, against and in respect of
any and all loss or damage (including attorneys and accounting fees) resulting
from the operation of Xxxxx after the date of execution of this Agreement,
including, but not limited to, any labor or employment agreements.
7. Termination of Agreement of P & S.
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Each of the parties to this Agreement acknowledges that the
Agreement of P & S is hereby rescinded and terminated in all respects and all
property and/or assets transferred in accordance with the Agreement of P&S are
hereby reconveyed and retransferred to the transferor or assignor thereof. In
addition, X. X. Xxxxx, individually, and Xxxxx Xxxxx, individually, have
executed this Agreement solely to evidence their agreement to terminate and
cancel, effective on the date hereof, (i) all employment agreements with the
Company and (ii) all stock options from the Company, which are currently in
force on the date hereof, and the Company hereby agrees to terminate and cancel,
effective on the date hereof, all employment agreements and stock options with
X. X. Xxxxx and/or Xxxxx Xxxxx which are currently in force on the date hereof.
8. Confidentiality.
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Each of the parties covenants that officers, directors,
shareholders, agents and assigns will maintain as confidential any confidential
information or trade secrets which may have been divulged or made available to
the other party prior to execution of this Agreement and will not disclose any
such confidential information or trade secrets to any third parties without
express written consent of the other party.
9. Counterparts.
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This Agreement may be executed in Counterparts, each of which
may be deemed original but all of which shall constitute one in the same
instrument.
10. Governing Law.
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This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas and deemed performable in the State
of Texas.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
as of the date and year first above written.
Achievement Tec Holdings, Inc. L+R Xxxxx, Inc.
/S/ Xxxxxx X. Xxxxxx /S/ X. X. Xxxxx
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Xxxxxx X. Xxxxxx, President X. X. Xxxxx, President
/S/ X. X. Xxxxx
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X. X. Xxxxx Individually
/S/ Xxxxx Xxxxx
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Xxxxx Xxxxx
