EXHIBIT 10.33
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release is entered into as of March
14, 2000 by and among the following parties: XXX XXXXXXXX, an individual, and
VIEW TECH, INC., a Corporation ("Company").
RECITALS
WHEREAS, XXX XXXXXXXX has asserted the following claims against VIEW TECH,
INC.: (a) For reimbursement for losses associated with the sale of his
Massachusetts home; and (b) For the right to currently exercise his stock
options granted to him pursuant to the Company's 1997 Stock Incentive Plan and
to immediately sell the shares of the Company's common stock acquired upon
exercise of said stock options without violation of the registration
requirements of the Securities Act of 1993.
WHEREAS, VIEW TECH, INC. has asserted a claim for reimbursement pursuant to
Section 16(b) of the Securities Exchange Act of 1934 against XXX XXXXXXXX; and
WHEREAS, the parties desire to settle and release those claims, and all
other claims, known or unknown, which they may have against one another on the
terms set forth herein below:
AGREEMENTS AND REPRESENTATIONS
NOW THEREFORE, for and in consideration of the recitals, the agreements and
other terms contained herein, and other good and valuable considerations the
receipt and sufficiency of, which are hereby acknowledged, the parties agree and
represent as follows:
1) In settlement of the Company's 16(b) claims, XXX XXXXXXXX shall pay the
sum of Fifty-Eight Thousand, Five Hundred, Fifteen Dollars and Five Cents
($58,515.05) to VIEW TECH, INC. within 30 calendar days of the execution of this
Agreement.
2) VIEW TECH, INC. shall pay the sum of Fifty-Eight Thousand, Five Hundred,
Fifteen Dollars and Five Cents ($58,515.05) to XXX XXXXXXXX within 30 calendar
days of the execution of this Agreement in settlement of XXX XXXXXXXX'X claim
for reimbursement for losses associated with the sale of his Massachusetts
home.
3) VIEW TECH, INC. acknowledges and agrees that XXX XXXXXXXX is currently
entitled to exercise his stock options for the purchase of 100,000 shares of the
Company's common stock at an exercise price of $1.75 per share, pursuant to the
terms of the 1997 Stock Incentive Plan.
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4) VIEW TECH, INC. represents and acknowledges that said stock options were
granted pursuant to the terms of the 1997 Stock Incentive Plan and that said
shares of the company's common stock acquired upon exercise of said stock
options are covered by a currently effective S-8 Registration Statement filed
with the Securities and Exchange Commission.
5) XXX XXXXXXXX shall have 30 calendar days from the date of execution of
this Agreement, to exercise his stock option shares for the purchase of the
company's stock options at $1.75 per share.
6) Except and save for the obligations created by this Settlement Agreement
and Mutual Release, XXX XXXXXXXX does hereby release, cancel, forgive and
forever discharge VIEW TECH, INC. and its respective predecessors, heirs,
successors and assigns, and all of their current and former officers,
directors, partners and employees acting within the course and scope of their
employment, from any and all actions, claims, demands, damages, obligations, and
liabilities of any kind or nature whatsoever, including but not limited to
claims of breach of contract, breach of fiduciary duty, fraud or negligence,
whether known or unknown, whether suspected or not, which have arisen, or may
have arisen or shall arise in the future by any reason as a result of any past
activity, and XXX XXXXXXXX does specifically waive any claim or right to assert
any cause of action or alleged cause of action or claim or demand which has been
released hereby in any Court, arbitral body or other forum.
7) Except and save for the obligations created by this Settlement Agreement
and Mutual Release. VIEW TECH, INC. does hereby release, cancel, forgive and
forever discharge XXX XXXXXXXX from any and all actions, claims, demands,
damages, obligations, and liabilities of any kind or nature whatsoever,
including but not limited to claims of breach of contract, breach of fiduciary
duty, fraud, or negligence, whether known or unknown, whether suspected or not,
which have arisen, or may have arisen or shall arise in the future by any reason
as a result of any past activity, and VIEW TECH, INC. does specifically waive
any claim or right to assert any cause of action or alleged cause of action or
claim or demand which has been released hereby in any Court, arbitral body or
other forum.
8) Each of the parties understands, acknowledges and agrees that this is a
full and final settlement and release applying to unknown or unanticipated
claims, and waives the provision Section 1542 of the California Civil Code which
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states:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor."
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9) Additional Terms:
a) This Settlement Agreement and Mutual Release is entered into by each of
the parties in the State of California and shall be construed, governed and
enforced in accordance with California law.
b) Each party understands, acknowledges and agrees that this Settlement
Agreement and Mutual Release is in compromise of a disputed claim, and therefore
is not intended, nor shall it be used or construed, as an admission of liability
on the part of any party hereto.
c) Each party represents that they have not transferred or assigned to
anyone else any of the claims being settled or released hereby, and agrees to
idemnify and hold harmless any party damaged as a result of this representation
not being true.
d) Each person signing this Settlement Agreement and Mutual Release in a
representative capacity, represents that he or she has the authority to execute
this Settlement Agreement and Mutual Release and bind the represented party
thereto on its behalf.
e) Each party shall take such further action as shall be reasonably
necessary and shall be requested by another party in writing to carry out the
terms of this Settlement Agreement and Mutual Release.
f) This Settlement Agreement and Mutual Release may be entered into in
counterparts, each of which shall be deemed an original.
EACH OF THE PARTIES AND SIGNATORIES ACKNOWLEDGE, AGREE AND REPRESENT THAT THEY
HAVE READ THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE, UNDERSTAND EACH AND
EVERY TERM IN THIS AGREEMENT AND ITS CONSEQUENCES, HAS CONSULTED WITH THEIR
ATTORNEYS WITH RESPECT TO THE MEANING AND CONSEQUENCES OF ENTERING INTO THIS
AGREEMENT, AND HAS HAD AN ADEQUATE OPPORTUNITY TO INVESTIGATE THE CLAIMS BEING
RELEASED.
Dated: March __, 2000
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XXX XXXXXXXX
VIEW TECH, INC.
Dated: March 14, 2000 By: /s/ S. Xxxxxxx Xxxxxxx
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Its: President & CEO
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