EXHIBIT 23.
SEVERANCE AGREEMENT AND RELEASE
SEVERANCE AGREEMENT AND RELEASE made this ___ day of April, 1997
between XXXXXXX X. XXXXXX and XXXX XXXXXX (the "Taylors"), and
SAF T LOK INCORPORATED, a Florida corporation ("STL").
Recitals:
A. The Taylors were employed by STL until November 1996.
B. STL wishes to reward the Taylors for their efforts as
employees.
NOW, THEREFORE, based on the foregoing and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Share Issuance. STL hereby issues to the Taylors thirty
thousand (30,000) restricted shares of its common stock (the
"Shares").
2. Release.
(a) The Taylors, for and on behalf of themselves, their
heirs, distributees, executors, administrators, legal representa
tives and assigns, hereby WAIVE, RELEASE AND FOREVER DISCHARGE
AND ACQUIT STL and each of its Affiliates and the officers, dir-
ectors, shareholders, partners, employees, agents, attorneys and
representatives of STL and each of its Affiliates, past, present
and future, and the heirs, distributees, executors, administrat-
ors, legal representatives, successors and assigns of each of the
foregoing (STL and all of such persons and entities being collec
tively referred to as the "Releasees") from any and all actions,
causes of action, suits, debts, demands and claims (including,
without limitation, amounts for attorneys' fees and expenses),
known or unknown, asserted or unasserted, which the Taylors ever
had, now have or hereafter can, shall or may have against any of
the Releasees arising at any time directly or indirectly out of,
or in any way connected with the Taylors' employment with STL
and/or any other association, relationship or dealing with any of
the Releasees from the beginning of such employment (or, if ear
lier, such other association, relationship or dealing) to the
date of this Agreement, including, but not limited to:
(i) claims arising out of federal, foreign, state or
local employment discrimination laws, regulations or ordinances,
such as for sex, age, race, color, national origin, marital stat-
us, sexual orientation or preference, disability, religion, han-d
icap or status as a Vietnam or special disabled veteran, includ
ing, without limitation, the Federal Age Discrimination in Emp-
loyment Act, as amended ("ADEA"), the Employee Retirement Income
Security Act, the Family and Medical Leave Act of 1993, in each
case to the extent applicable to STL and the Taylors;
(ii) claims for wrongful or abusive discharge arising
at law or in equity;
(iii) claims for implied or express contracts, personal
injury or tort claims or claims arising under public policy;
(iv) claims for workers compensation, claims for con
tinued pay, accrued vacation pay or any other claim for wages,
compensation, fringe benefits or reinstatement to employment, in-
cluding, but not limited to, claims for bonuses or deferred or
incentive compensation;
(v) claims relating to any capital stock or other sec-
urities issued by STL; or
(vi) any other claim of any kind, nature or description
whatsoever, at law or in equity, which the Taylors or their
heirs, distributees, executors, administrators, legal representa
tives, successors or assigns had, now have or hereafter can,
shall or may have, for, upon or by reason of any matter, cause or
thing whatsoever.
(b) For purposes of this Agreement, an "Affiliate" of STL
shall mean any person, corporation, partnership, firm, associa
tion, trust or other entity, directly or indirectly through one
or more intermediaries, controlling, controlled by or under com
mon control with STL or any such person.
3. Certain Acknowledgements. The Taylors acknowledge and agree
that:
(a) subject to the provisions set forth in the next two
sentences, this Agreement constitutes a knowing and voluntary
waiver of all rights or claims they may have against STL under
ADEA, including, but not limited to, all claims of age discrim-
ination in employment and all claims of retaliation in violation
of ADEA. For a period of seven (7) days following their execu
tion of this Agreement, the Taylors may revoke this Agreement by
written notice to such effect to STL. In the event of such rev-
ocation, this Agreement shall be null and void ab initio as to
all parties. Accordingly, this Agreement shall not become en-
forceable until the expiration of such seven-day period occurs
without any such revocation by the Taylors;
(b) the Taylors acknowledge and agree that they have had
ample time in which to consider and review with an attorney of
their choosing this Agreement prior to its execution by them; and
(c) the consideration provided by STL to the Taylors under
the terms of this Agreement does not constitute an admission by
STL that it has violated any legal or other obligation to the
Taylors or has violated any law respecting the Taylors' employ
ment. The Taylors further understand and agree that all con
sideration paid hereunder is subject to any and all applicable
withholding for income taxes, FICA and other such deductions.
4. Complete Agreement; Modification. This Agreement constit-
utes the complete understanding between the Taylors and STL with
respect to the subject matter hereof and supersedes any and all
prior agreements between them with respect thereto. This Agree
ment may not be modified unless such modification is set forth in
a writing signed by the party against whom or which enforcement
of such modification is sought.
IN WITNESS WHEREOF the undersigned have executed this Agreement
as of the date first above written.
SAF T LOK INCORPORATED
By:____________________________
Xxxxxxxx X. Xxxxxx, Chairman
_______________________________
XXXXXXX X. XXXXXX
_______________________________
XXXX XXXXXX
