EXHIBIT (c)(19)
RELEASE AGREEMENT
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This Release Agreement is entered into as of the 16th day of September,
1997 by and among Xxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, and Xxxxxxx Xxxxxx,
Xx., (collectively, the "Directors"), Homeowners Group, Inc. ("HOMG"), The Cross
Country Group, Inc. ("CCI") and CC Acquisition Corporation ("CCAC").
WHEREAS, HOMG, CCI and CCAC have entered into an Agreement and Plan of
Merger dated as of May 14, 1996, as amended (the "Merger Agreement"); and
WHEREAS, the Merger Agreement provides, among other things, that upon
Commencement of the Offer (as defined in the Merger Agreement), the parties
shall enter into this Release Agreement;
NOW THEREFORE, for and in consideration of the foregoing and other
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Each of the Directors remises, releases, acquits, satisfies and
forever discharges CCI and each and every one of its subsidiaries and affiliated
corporations and other entities, including CCAC, and HOMG, and each and every
one of its subsidiaries and affiliated corporations and other entities, and the
shareholders, partners, directors, officers, employees and agents of all of the
foregoing, of and from any and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which each of the Directors ever had,
now has, or which any heir, executor, successor or assign of each of the
Directors hereafter can, shall or may have, against CCI or any of its
subsidiaries or affiliated corporations and other entities, including CCAC, or
HOMG, and/or any of its subsidiaries and affiliated corporations and other
entities, or the shareholders, partners, directors, officers, employees and
agents of any of the foregoing, for, upon or by reason of any matter, cause or
thing whatsoever, from the beginning of time to the date of this Agreement, with
the exception of the covenants, agreements and obligations of such released
parties set forth in the Merger Agreement and all documents executed pursuant
thereto, the General Corporation Law of
the State of Delaware, the Company's Certificate of Incorporation as in effect
on the date hereof, the Company's By-Laws as in effect on the date hereof, the
Indemnification Agreements by and between the Company and each of the Directors,
as amended, and any directors and officers liability insurance policy or
policies from time to time in effect with respect to the past, present or future
directors and officers of the Company, provided, however, that none of the
foregoing shall limit in any way the right of the Directors to assert any
demand, cause of action or claim (or facts that would otherwise support such a
demand, cause of action or claim): (i) as a defense of any claim, demand or
action commenced against any or all of them by any party released in accordance
with this paragraph or (ii) in connection with any action brought by a person or
party unaffiliated with the Directors or their affiliates; and further, provided
that none of the foregoing shall affect the rights and obligations of Xxxxx
Xxxxxx and Xxxxxxx Xxxxxx, Xx., under and pursuant to certain franchise
agreements and any amendments or related agreements thereto to which they and/or
entities they control, are a party, including but not limited to a certain
Amended and Restated First Amendment to Affiliation Agreement, Profit Sharing
Release and Estoppel Agreement, all dated September ___, 1997..
2. CCI, for itself and for each and every one of its subsidiaries and
affiliated corporations and other entities, including CCAC, and HOMG, for itself
and for each and every one of its subsidiaries and affiliated corporations or
the entities, and the shareholders, partners, directors, officers, employees and
agents of all of the foregoing, remise, release, acquit, satisfy, and forever
discharge each of the Directors and their heirs, executors, successors and
assigns, of and from any, and all manner of action and actions, cause and causes
of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and demands
whatsoever, in law or in equity, which CCI or any of its subsidiaries or
affiliated corporations and other entities, including CCAC, and HOMG or any of
its subsidiary or affiliated corporations and other entities, or the
shareholders, partners, directors, officers, employees and agents of any of the
foregoing, ever had, now has, or which any heir, executor, successor or assign
of any of them hereafter can, shall or may have, against each of the Directors,
for, upon or by reason of any matter, cause or thing whatsoever, from the
beginning of time to the date of this Agreement, with the exception of the
covenants, agreements and obligations of such Released Parties set forth in the
Merger Agreement and all documents executed pursuant thereto; provided, however,
that none of the foregoing shall limit in any way the right of CCI, CCAC or
HOMG, or each of their subsidiaries or affiliated corporations or other entities
to assert any demand, cause of action or claim (or facts that would otherwise
support such a demand, cause of action or claim): (i) as a defense of any claim,
demand or action commenced against it by any party released in accordance with
this paragraph or (ii) in connection with any action brought by a person or
party unaffiliated with CCI, or any of its subsidiaries and affiliated
corporations, including CCAC; and further provided that none of the foregoing
shall affect the rights and obligations of Xxxxx Xxxxxx and Xxxxxxx Xxxxxx, Xx.
under and pursuant to certain franchise agreements and any amendments or related
agreements thereto to which they and/or
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entities they control, are a party, including but not limited to a certain
Amended and Restated First Amendment to Affiliation Agreement, Profit Sharing
Release and Estoppel Agreement, all dated [September __, 1997].
3. Each party to this Agreement, in his, her or its capacity as a
stockholder of HOMG, agrees that such party shall not participate as plaintiff
in any suit in law or in equity against any party to this Agreement or any of
such party's subsidiaries, affiliates, stockholders, officers, directors and
employees arising out of or related to any actions or inactions of such parties
with respect to the transactions contemplated by the Merger Agreement.
4. This Agreement may be executed in multiple counterparts, each of
which, when so executed and delivered shall be an original, but such
counterparts shall together constitute one and the same instrument and
Agreement.
5. This Agreement shall be construed according to the laws of the State
of Delaware as if all acts and omissions hereunder occurred therein.
6. Any action to enforce this Agreement must be brought solely in any
United States Court of competent jurisdiction where venue is proper and, both
parties shall submit to the jurisdiction of such Court and will comply with all
requirements necessary to give such Court jurisdiction.
Executed as of the date first written above.
HOMEOWNERS GROUP, INC.
By: /s/ C. Xxxxxxx Xxxxxx
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Title: Vice President, Treasurer and
Chief Financial Officer
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THE CROSS COUNTRY GROUP, INC.
By: /s/ Xxxxxx X. Xxxx
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Title: Vice President
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CC ACQUISITION CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Title: Vice President
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/s/ Xxxxxx Xxxxxxx /s/ Xxxx Xxxxxx
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Xxxxxx Xxxxxxx Xxxx Xxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx Xxxxxxx Xxxxxx, Xx.
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