EXHIBIT 10.71
SETTLEMENT AGREEMENT
AND FULL RELEASE OF CLAIMS
This is a Settlement Agreement and Full Release of Claims
("Agreement") among Plaintiff ▇▇▇▇ ▇. Good ("Plaintiff") and Defendant Verso
Technologies, Inc. ("Verso"), as defined in Paragraph 1(A)-(B) ("the parties")
below, which shall be effective upon execution.
WHEREAS, Plaintiff in his Complaint asserts claims for breach of
contract, negligence, fraud, federal/state securities law violations, and an
accounting against Verso in the case entitled ▇▇▇▇ ▇. Good v. Verso
Technologies, Inc., et al., Cuyahoga County Court of Common Pleas, Case No.
439482 (the "Lawsuit"), which is pending before Judge ▇▇▇▇▇▇ ▇▇▇▇▇▇; and,
WHEREAS, Plaintiff in his Complaint asserts claims for negligence,
fraud, federal/state securities law violations, and an accounting against
EquiServe in the aforementioned case; and,
WHEREAS, Plaintiff asserted other claims against Defendants Prim
Securities and Bear ▇▇▇▇▇▇▇, which were voluntarily dismissed; and,
WHEREAS, Verso has denied and does deny each and every claim and
allegation Plaintiff asserted against it; and,
WHEREAS, Plaintiff and Verso desire to resolve fully and finally these
disputes in an amicable manner without the difficulties and expenses involved
in further litigation among them, and further, the parties have reached this
Agreement in settlement of and substitution for all of the claims described
above and wish to set forth their complete agreement;
NOW, THEREFORE, Plaintiff and Verso for good and sufficient
consideration agree as follows:
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1. DEFINITIONS
A. VERSO
"Verso," as used herein, shall at all times mean Verso Technologies,
Inc., and its parents, subsidiaries, divisions, and present or former directors,
officers, owners, shareholders, partners, employees, agents and other
representatives of any of them, whether in their individual or official
capacities, their successors and assigns and their affiliated and predecessor
companies and their successors and assigns.
B. PLAINTIFF
"Plaintiff," as used herein, shall at all times refer to ▇▇▇▇ ▇. Good.
2. TERMS OF SETTLEMENT
A. VERSO
(1) PAYMENTS
Verso shall pay to Plaintiff and his attorney a total amount of
$625,000, to be paid as follows:
(a) by one check in the amount of $525,000, made payable
to Plaintiff and his attorney, to be delivered on
February 10, 2003, in exchange for two fully executed
originals of this Agreement and two signed copies of
the Stipulated Dismissal of All Claims, with
Prejudice (attached hereto). This check will be
delivered to Plaintiff's attorney, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇;
and,
(b) by ten checks each in the amount of $10,000, made
payable to Plaintiff and his attorney, with one check
to be delivered on the 10th of every month beginning
on March 10, 2003, and ending with the last payment
on December 10, 2003. These checks will be delivered
to Plaintiff's attorney, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, at ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
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(2) INTEREST
No interest shall accrue on the settlement, including the ten payments
set forth in Paragraph 2(A)(1)(b), unless any check is late, in which event
interest shall accrue from the date the payment was due at the statutory rate.
B. PLAINTIFF
(1) RELEASE AND WAIVER
In consideration of the payments and dismissal of the Lawsuit described
above, Plaintiff, for himself, his heirs, next of kin, executors,
administrators, personal representatives and assigns does hereby unconditionally
release and forever discharge Verso, as defined in Paragraph 1(A)(B), of and
from any and all claims, charges, demands, liabilities, obligations, promises,
controversies, damages, rights, actions and causes of action of whatever nature,
kind, or character, in law or equity, whether known or unknown, which Plaintiff
now has, may have, could have or claim to have or which he at anytime heretofore
had or claimed to have or could have had against Verso including, but not
limited to, those arising from facts alleged in Plaintiff's Complaint in the
case entitled ▇▇▇▇ ▇. Good v. Verso Technologies, Inc., et al., Cuyahoga County
Court of Common Pleas, Case No. 439482. This release and waiver includes, but is
not limited to, claims arising under federal, state, local statutes, ordinances,
or common laws, specifically including, but not limited to all provisions in the
United States Code and the Ohio Revised Code regarding the sale, transfer, or
issue of securities, and any common law claims including, but not limited to,
fraud, negligence, accounting, and breach of contract.
(2) SATISFACTION
The payments described above include consideration for all alleged
damages, costs and attorney's fees of Plaintiff, and for any and all harm which
he may have or is alleged to have
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suffered because of the alleged acts and omissions of Verso. The parties
understand, agree and intend that, upon receipt of the payments described in
Paragraph 2(A)(1) of this Agreement, Plaintiff will have received complete
satisfaction of any and all claims, whether known, suspected, or unknown, that
he may have or had against Verso through the date on which he executes this
Agreement. Plaintiff hereby waives any and all relief not explicitly provided
for herein.
(3) CONSULTATION WITH LEGAL COUNSEL
Plaintiff confirms that he has been advised by Verso to consult with an
attorney of his choice and that he has done that, consulting with his counsel,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., concerning his lawful remedies and rights as well as
the meaning and significance of this Agreement. Further, Plaintiff confirms that
he has carefully read and fully understands the provisions of this Agreement,
including the release and waiver of claims of any nature against Verso.
3. NO ADMISSION OF LIABILITY
The parties agree that neither this Agreement nor anything contained
herein shall be construed as an admission by Verso of any liability.
4. OTHER ACTIONS
Plaintiff agrees that this Agreement resolves all his claims against
Verso in the case entitled ▇▇▇▇ ▇. Good v. Verso Technologies, Inc., et al.,
Cuyahoga County Court of Common Pleas, Case No. 439482. Plaintiff recognizes and
agrees that this Agreement is contingent upon him dismissing, with prejudice,
his claims against all Defendants in the aforementioned action.
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Plaintiff also affirms that there are no other currently pending
charges, complaints, or actions by or concerning Plaintiff against Verso. In the
event that there is outstanding any such other charge, complaint, or action,
Plaintiff agrees to seek its immediate withdrawal and dismissal with prejudice.
Plaintiff further agrees to execute such other papers or documents that either
Verso's counsel determines may be necessary to have said charge, complaint, or
action dismissed, with prejudice.
5. NO ASSIGNMENT OR TRANSFER OF CLAIMS
Plaintiff represents that he has not heretofore assigned or
transferred, or purported to assign or transfer, to any person or entity any
claim against any defendant or any portion thereof or interest therein.
6. NO RELIANCE
Plaintiff represents and acknowledges that in executing this Agreement
he did not rely, and has not relied, upon any representations or statements made
by Verso or any of Verso's agents, representatives, or attorneys with regard to
the subject matter, basis, or effect of this Agreement or otherwise other than
he will receive the sums described in Paragraph 2(A)(1).
7. VALIDITY
Should any provision of this Agreement be declared or determined by any
court to be illegal or invalid, the validity of the remaining parts, terms, or
provisions shall not be affected thereby and said illegal or invalid part, term,
or provision shall be deemed not to be part of this Agreement.
8. ENTIRE AGREEMENT
The parties agree that this Agreement is the entire agreement among
them and represents their full and complete understanding. No prior or
contemporaneous oral agreements may be
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offered to alter the terms of this Agreement. The parties further agree and
acknowledge that the terms of this Agreement are contractual, and not a mere
recital, and the parties intend this Agreement to be a substituted contract, not
an executory accord. This Agreement shall be binding upon the parties hereto and
the parties' heirs, executors, successors, and assigns. This Agreement may not
be modified except in writing signed by all parties.
9. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with
the laws of Ohio.
10. JOINT DRAFTING
The parties expressly agree and hereby acknowledge that this Agreement
has been drafted jointly and equally among them and is not to be construed
against any of the parties on the basis of which party drafted the Agreement.
11. COUNTERPARTS
The Agreement may be signed in counterparts, and all such counterparts
taken together shall constitute one and the same Agreement.
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The parties have executed this Agreement on the dates set forth below.
Date: 2/11/03 /s/ ▇▇▇▇ ▇. Good
------------------- -------------------------------------
▇▇▇▇ ▇. Good
Date: 2/12/03 Verso Technologies, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: EVP & CFO
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CORPORATE CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF GEORGIA:
COUNTY OF ▇▇▇▇:
I, the undersigned Notary Public in and for the State of Georgia,
hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, whose name as EVP and CFO of VERSO
TECHNOLOGIES, INC., a Minnesota corporation, is signed to the foregoing
instrument, acknowledged before me on this day that, being informed of the
contents of said instrument, he or she, as such officer and with full authority,
executed the same voluntarily on the day the same bears date for and as the act
of said corporation.
Given under my hand and seal this 12th day of February, 2003.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
NOTARY PUBLIC
▇▇▇▇▇ ▇▇▇▇▇▇▇
Notary Public, ▇▇▇▇ County, Georgia
My Commission Expires August 14, 2005
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CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF OHIO:
COUNTY OF CUYAHOGA:
I, the undersigned Notary Public in and for the State of Ohio, hereby
certify that ▇▇▇▇ ▇. GOOD, whose name is signed to the foregoing instrument,
acknowledged before me on this day that, being informed of the contents of said
instrument, he executed the same voluntarily on the day the same bears date.
Given under my hand and seal this 11 day of February, 2003.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
NOTARY PUBLIC
▇▇▇▇ ▇▇▇▇▇▇▇
Notary Public
[SEAL} In and for the State of Ohio
My Commission
Has No Expiration
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