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EXHIBIT 10.22
AGREEMENT REGARDING TERMINATION OF CONSULTING SERVICES
THIS AGREEMENT REGARDING TERMINATION OF CONSULTING SERVICES
("Agreement") is entered into by and between Family Steak Houses of Florida,
Inc., a Florida corporation (the "Company"), and Xxxxx X. Xxxxx, Xx., ("Xxxxx")
as of this 17th day of April, 1995.
RECITALS
A. The Company and Xxxxx entered into a Consulting Agreement
dated as of June 16, 1994 (the "Consulting Agreement"), pursuant to which Xxxxx
is to furnish certain services to the Company and receive in consideration
thereof certain payments from the Company.
B. The Company and Xxxxx now desire to terminate the Consulting
Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
1. TERMINATION OF CONSULTING AGREEMENT. The Consulting Agreement
and all obligations of the parties thereunder are hereby terminated. In full
and complete satisfaction of its obligations under the Consulting Agreement,
the Company does hereby pay and deliver to Xxxxx the sum of One Hundred Fifty
One Thousand Five Hundred Dollars ($151,500.00) in cash, plus the Stock
Consideration and Additional Consideration, as hereinafter defined.
2. STOCK OPTIONS. The Company hereby confirms its previous grant
to Xxxxx under the Consulting Agreement of an option to purchase 100,000 shares
of the Company's common stock at an exercise price of $.40 per share (the
"Stock Consideration"), subject only to shareholder approval of the 1995 Long
Term Incentive Plan or other corporate action necessary to authorize the
issuance of additional shares sufficient to permit exercise of the option.
The Company agrees to use its reasonable best efforts to obtain shareholder
approval of the 1995 Long Term Incentive Plan, or otherwise authorize shares
sufficient to permit exercise of the option, prior to the expiration of the
option. The option shall be exercisable in whole or in part and from time to
time for a period expiring June 16, 1999 and the award of the option shall be
evidenced by an agreement containing usual and customary provisions.
3. ADDITIONAL CONSIDERATION. As additional consideration, the Company
agrees to (i) reimburse Xxxxx the cost of reasonable car insurance through
May, 1996, (ii) enter into an agreement for a two year extension of the
existing lease between the Company and Xxxxx (the "Lease") on the same terms as
the present lease except that the monthly rental shall be increased to $1,570
beginning March 1, 1996, and the purchase option is hereby deleted, and (iii)
pay insurance premiums through May 1996 for substantially the same coverage
presently enjoyed
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by Xxxxx, including comprehensive dental, life and medical insurance, including
one free physical examination per year (collectively, the "Additional
Consideration").
4. RELEASE OF CLAIMS BY XXXXX. (a) In consideration of the
foregoing and except as set forth in Section 4(b) below, Xxxxx, for himself,
his heirs, successors and assigns, does hereby release, remise, acquit,
exonerate, satisfy and forever discharge the Company, its affiliates,
successors and assigns, and their respective shareholders, directors, officers,
employees and agents, (collectively, the "Company Parties") from and with
respect to any and all actions, causes of action, suits, disputes,
controversies, claims, debts, sums of money, offset rights, defenses,
agreements, promises, covenants, losses, damages, judgments and demands of any
nature whatsoever, known or unknown, whether in contract, in tort, or
otherwise, at law or in equity, which have accrued or may accrue, may have been
had, may now be possessed or may or shall be possessed in the future by Xxxxx
against the Company Parties, however and whenever arising ("collectively, the
"Xxxxx Claims").
(b) PROVIDED, HOWEVER, the foregoing release by Xxxxx shall not
operate to release the Company Parties from any Xxxxx Claims, whether in
contribution, indemnification or otherwise, which Xxxxx may now or hereafter
possess against the Company and which arise (i) from claims by third parties
against Xxxxx and to which Xxxxx is entitled to indemnification under that
certain Indemnity Agreement between Xxxxx and the Company dated as of April 11,
1994, or (ii) from claims under this Agreement or the Lease.
5. RELEASE OF CERTAIN CLAIMS BY THE COMPANY. (a) In
consideration of the foregoing and except as set forth in Section 5(b) below,
the Company, for itself, its successors and assigns, does hereby release,
remise, acquit, exonerate, satisfy and forever discharge Xxxxx, his heirs and
assigns (collectively, the "Xxxxx Parties") from and with respect to any and
all actions, causes, causes of action, suits, disputes, controversies, claims,
debts, sums of money, offset rights, defenses, agreements, promises, covenants,
losses, damages, judgments and demands of any nature whatsoever, known or
unknown, whether in contract, in tort, or otherwise, at law or in equity, which
have accrued or may accrue, may have been had, may now be possessed or may or
shall be possessed in the future by the Company against the Xxxxx Parties,
however and whenever arising (collectively, the "Company Claims").
(b) PROVIDED, HOWEVER, the foregoing release by the Company shall
not operate to release the Xxxxx Parties from any Company Claims, whether in
contribution, indemnification or otherwise, which the Company may now or
hereafter possess against the Xxxxx Parties and which arise (i) from claims by
third parties against any of the Company Parties, or (ii) from claims under
this Agreement or the Lease.
6. CONFIDENTIALITY. Xxxxx and the Company acknowledge that the
terms of this Agreement are to remain confidential and agree not to disclose the
terms of this Agreement to any third party, except as may be required by
applicable securities laws, or to such accountants or attorneys as the Company
or Xxxxx may employ in connection with their business affairs, as affected by
this Agreement.
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7. MISCELLANEOUS.
(a) The parties hereto acknowledge that this Agreement is the
result of a compromise and shall not be considered an admission of liability or
wrongdoing on the part of any party.
(b) This Agreement shall be construed and governed in accordance
with Florida law.
(c) This Agreement may be executed in any number of counterparts,
each of which shall constitute an original but all of which taken together
shall constitute one and the same instrument.
(d) Should any provision of this Agreement be declared or determined
by any court to be illegal or invalid, the entire Agreement shall be invalid.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
FAMILY STEAK HOUSES OF FLORIDA, INC.
By:/s/ Xxxxx X. Xxxxxxxxx, Xx.
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Xxxxx X. Xxxxxxxxx, Xx.
President and Chief Executive Officer
/s/Xxxxx X. Xxxxx, Xx.
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Xxxxx X. Xxxxx, Xx.
