SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This SETTLEMENT AGREEMENT AND MUTUAL RELEASE is made this 31st day of March
1999 between Xxxxxx X. Xxxxxxx ("Xxxxxxx") and Platinum Entertainment, Inc., a
Delaware corporation ("Platinum").
WHEREAS, on February 1, 1997, Xxxxxxx entered into a Consulting, Employment
and Non-competition Agreement ("Employment Agreement") with River North Studios,
Inc. ("River North");
WHEREAS, Platinum is the successor-in-interest to River North's rights and
obligations under the Employment Agreement;
WHEREAS, Xxxxxxx filed an action entitled XXXXXX X. XXXXXXX V. INTERSOUND,
INC. (DEL.), X/X/X XXXXX XXXXX XXXXXXX, XXX., Xx. X-00000, in Superior Court in
Xxxxxx County, Georgia ("Litigation") in which Xxxxxxx asserted breaches of the
Employment Agreement;
WHEREAS, Xxxxxxx voluntarily dismissed the Litigation without prejudice to
refile the Litigation;
WHEREAS, Platinum has denied and continues to deny all of Xxxxxxx'x claims;
and
WHEREAS, Platinum and Xxxxxxx wish to settle all claims that were asserted
or that could have been asserted in that Litigation by Xxxxxxx.
NOW THEREFORE, in consideration for the mutual promises contained in this
Agreement, the parties agree as follows:
1. Within two weeks from the date of this Settlement Agreement Platinum will
deliver to Xxxxxxx 20,000 shares of Platinum's common stock. Each
certificate representing the stock shall be stamped or otherwise imprinted
with a legend in substantially the following form:
"The securities represented hereby have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws and neither the securities nor any interest
therein may be offered, sold, transferred,
pledged or otherwise disposed of except pursuant to an effective
registration statement under the Securities Act and applicable state
securities laws or an exemption from registration under such act and
such laws."
Within two weeks from the date of this Settlement Agreement, Platinum shall
file a post-effective amendment to its effective registration statement on
Form S-3, shall thereafter use its best efforts to cause such amendment to
be declared effective by the SEC, and shall take such other actions
necessary to register the securities. Platinum shall bear all registration
expenses in connection with any registration pursuant to this paragraph.
Platinum shall be responsible for any damages incurred by Xxxxxxx for any
failure on the part of Platinum to comply with the two preceding sentences.
2. Xxxxxxx agrees not to refile the Litigation, or file any other lawsuit,
against Platinum for any conduct occurring on or before the date of this
Agreement.
3. Platinum agrees not to file any lawsuit against Xxxxxxx for any conduct
occurring on or before the date of this Agreement.
4. Xxxxxxx and Platinum mutually release, acquit, and forever discharge each
other and their respective agents, assigns, officers, employees, directors,
shareholders, subsidiaries, successors, affiliates, partnerships, limited
partnerships and corporations from any and all causes of action, rights of
action, claims, counterclaims or cross claims of any kind or nature
whatsoever, whether based in law or in equity, whether known or unknown, of
whatever kind and howsoever arising, which each has or ever had against
the other, arising by reason of conduct occurring on or before the date of
this Agreement.
5. The parties expressly agree that the mutual releases set forth above in
paragraph 4 will not discharge any obligation under this Agreement or
operate to release claims of Platinum or Xxxxxxx against any other parties
not specifically released, and all claims against other parties are
reserved as to such parties.
6. The parties agree that the provisions of this Agreement are severable and
that in the event that any provision of this Agreement should be held
invalid by any court of
competent jurisdiction, the remaining provisions of this Agreement shall
continue in full force and effect.
7. The terms of this Agreement shall be binding upon and inure to the benefit
of, and shall be enforceable by, all parties hereto and their respective
personal representatives, heirs, successors and assigns.
8. The waiver by any party hereto of any breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach by the other party hereto.
9. This Agreement shall not be amended except by a writing signed by all
parties hereto.
10. The parties represent that they have had an adequate opportunity to discuss
all aspects of this Agreement with their respective attorneys, that they
understand all of the provisions of this Agreement and that they are
voluntarily accepting its terms.
11. The parties agree that this Agreement may be executed in photocopied or
telecopied counterparts. All executed counterparts shall be deemed to be
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of March
31, 1999.
Xxxxxx X. Xxxxxxx Platinum Entertainment, Inc.
By: /s/Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Title: General Counsel and
Senior Executive VP
