EXHIBIT 10.31
SETTLEMENT AND RELEASE
SETTLEMENT AND RELEASE dated December 19, 1997 made by XXXXXXX X.
XXXXXXXXX ("Achilarre") 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, Achilarre, 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 Achilarre 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 at a special meeting of the Board of Directors of the Company held on
September 7, 1995; and (ii) the Nonqualified Stock Option Agreement dated
September 7, 1995 by and between the Company and Achilarre.
Achilarre 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 X. Xxxxxxxxx has signed this Settlement and
Release as of the date first above written.
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
ACKNOWLEDGEMENT
State of New York )
)
County of New York )
On this 19th day of December, 1997 personally appeared before me, a Notary
Public, in and for the above-mentioned county, Xxxxxxx X. Xxxxxxxxx, 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/ Xxxxxxxx X. Xxxxxxxx
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Notary Public
