EXHIBIT 10.30
SETTLEMENT AND RELEASE
SETTLEMENT AND RELEASE dated January 13, 1998 made by XXXX X. XXXXXXX in
favor of CAREADVANTAGE, INC., a Delaware corporation (the "Company"), and each
of its affiliates and subsidiaries, which, directly or indirectly, is
controlling of, is controlled by, or under common control with, the Company or
any such person (the "Affiliates") as well as the Releasees (as such term is
hereinafter defined).
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, Xxxxxxx, for himself and each of his heirs, executors,
administrators, successors and assigns (collectively, the "Releasors"), hereby
waives, releases, discharges and holds harmless the Company and each of the
Affiliates and any officers, directors, shareholders, partners, employees,
agents, attorneys, advisors, representatives and trustees of each of the Company
and each Affiliate, past, present and future, and the heirs, executors,
administrators, legal representatives, predecessors, successors and assigns of
each of the foregoing (collectively, the "Releasees"), of and from any and all
claims, actions, causes of actions, suits, debts, demands, damages, judgments,
executions, costs, expenses, liabilities, duties, sums of money, bills,
accounts, reckonings, bonds, securities, rights, indemnities, exonerations,
covenants, contracts, controversies, agreements, promises, doings, omissions,
losses, exposures and obligations of any kind whatsoever, whether known or
unknown, whether in law or equity (collectively, the "Claims"), that the
Releasors have had, may have now, or may have in the future, by reason of any
matter or cause whatsoever, against the Releasees, which the Releasors have had,
may have now or may have against the Releasees, which in any way relate to any
agreement or contract entered into by any of the Releasors with any of the
Releasees or in which in any way relate from the date Xxxxxxx commenced
employment at the Company, or entered into any other association, relationship
or dealing with, the Releasors, to the date hereof, or which relate to or arise
out of any grant or purported grant of options or other interests in the
Company's securities by the Releasees, including, without limitation, any Claims
the Releasors had, now have or may have against the Releasees which arise out
of, including, without limitation, any amendments thereto: (i) resolutions
adopted by the Board of Directors of the Company by unanimous written consent
dated January 5, 1995; (ii) the Nonqualified Stock Option Agreement dated
December 14, 1994 by and between the Company and Xxxxxxx; and (iii) the
Registration Rights Agreement dated as of December 14, 1994 by and between the
Company and Xxxxxxx.
Xxxxxxx acknowledges that he has had the opportunity to ask questions of
and receive answers from officers of the Company regarding the Company and has
had access to any and all materials and information pertaining to the Company.
IN WITNESS WHEREOF, Xxxxxxx has signed this Settlement and Release as of
the date first above written.
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
ACKNOWLEDGEMENT
State of New Jersey )
)
County of Essex )
On this13th day of January, 1998 personally appeared before me, a Notary
Public, in and for the above-mentioned county, Xxxx X. Xxxxxxx, to me known and
to me to be the person who executed the foregoing document and who acknowledged
to me that he executed the same on behalf of himself.
/s/ Xxxxxxxxx X. Xxxx
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Notary Public
