EXHIBIT (c)(17)
SETTLEMENT AND TERMINATION AGREEMENT
Settlement and Termination Agreement ("Agreement") dated ____________,
1997 among Homeowners Group, Inc., a Delaware corporation (the "Company"), The
Cross Country Group, Inc., a Nevada corporation ("Cross Country"), and Xxxx
Xxxxxxxxxx ("Xxxxxxxxxx").
RECITALS
A. The Company and Xxxxxxxxxx entered into an Employment Agreement
dated as of December 22, 1995 (the "Employment Agreement").
B. Cross Country, CHGI Acquisition Corporation, CC Acquisition
Corporation and the Company are parties to an Agreement and Plan of Merger dated
as of May 14, 1996, as amended (the "Merger Agreement") which contemplates,
among other things, the acquisition by Cross Country of all of the outstanding
common stock, $.01 par value ("Common Stock"), of the Company pursuant to a
tender offer (the "Tender Offer").
C. Sections 6.3 and 6.4 of the Merger Agreement provide that certain
payments will be made to Xxxxxxxxxx at and after the closing of the Merger.
D. The Company, Cross Country and Xxxxxxxxxx entered a Settlement and
Termination Agreement dated November 13, 1996 (the "November Settlement
Agreement").
E. The parties desire to terminate the Employment Agreement, the
agreements among the parties contained in Sections 6.3 and 6.4 of the Merger
Agreement relating to Xxxxxxxxxx and the November Settlement Agreement on the
terms and conditions contained in this Agreement.
AGREEMENT
1. Termination of Employment Agreement, Portions of Merger Agreement
and November Settlement Agreement. The Employment Agreement, the agreements
among the parties contained in Sections 6.3 and 6.4 of the Merger Agreement
relating to Xxxxxxxxxx and the November Settlement Agreement are terminated
effective as of the date of this Agreement.
2. Payments to Xxxxxxxxxx. (a) Simultaneously with the execution of
this Agreement, the Company is paying to Xxxxxxxxxx $600,000 (the "Settlement
Amount") by cashier's or certified check, receipt of which Xxxxxxxxxx
acknowledges.
(b) Until the second anniversary of this Agreement (the
"Second Anniversary"), the Company agrees to pay the annual premiums (and all
increases in the annual premiums) for all insurance policies maintained by the
Company on behalf of Xxxxxxxxxx that were in force as of September 30, 1996
including, but not limited to, life, medical, dental, group term, accidental
death
and dismemberment, and long term disability insurance, and medical executive
reimbursement (collectively, the "Benefits"). The Company's obligation to
provide the Benefits to Xxxxxxxxxx shall not exceed $30,000 for each 12-month
period between the date of the payment of the Settlement Amount and the Second
Anniversary. The parties agree that (i) Xxxxxxxxxx will continue to be
reimbursed until the Second Anniversary for the $2,000,000 term life insurance
policy currently in force on his life, subject to the $30,000 maximum, (ii)
Xxxxxxxxxx'x rights under COBRA are fully preserved, and (iii) he may exercise
all rights available to him under COBRA after the Second Anniversary.
(c) Within five days after the payment of the Settlement
Amount, the Company agrees to transfer to Xxxxxxxxxx title to the automobile
currently provided to Xxxxxxxxxx pursuant to Section 5.3 of the Employment
Agreement upon payment by Xxxxxxxxxx of a purchase price equal to the book value
of such automobile on the Company's books as of the date of payment of the
Settlement Amount. Such vehicle shall be transferred "as is" without any
representations except as to title.
3. Resignation. Simultaneously with the execution of this Agreement,
Xxxxxxxxxx is resigning (a) as an officer and director of the Company and (b)
from all positions in the affiliates and subsidiaries of the Company held by
Xxxxxxxxxx. The form of resignation is Exhibit A to this Agreement. Xxxxxxxxxx
agrees that the resignation will not contain any statement to the effect that
his resignation is based on a disagreement with the Company on matters relating
to the Company's operations, policies or practices.
4. Releases. Simultaneously with the execution of this Agreement, (a)
Xxxxxxxxxx is giving to the Company a Release in the form of Exhibit B to this
Agreement; (b) Xxxxxxxxxx is giving to Cross Country a Release in the form of
Exhibit C to this Agreement; (c) the Company is giving to Xxxxxxxxxx a Release
in the form of Exhibit D to this Agreement; and (d) Cross Country is giving to
Xxxxxxxxxx a Release in the form of Exhibit E to this Agreement. Xxxxxxxxxx, in
his capacity as a stockholder of the Company, agrees that he will not
participate as a plaintiff in any action at law or in equity against the
Company, Cross Country or any of the subsidiaries, affiliates, stockholders,
officers, directors or employees of either of them, arising out of or related to
any actions or inactions of such parties with respect to the transactions
contemplated by the Merger Agreement, as amended.
5. Cooperation. Xxxxxxxxxx agrees to cooperate and to assist the
Company and Cross Country in all litigation matters which may be brought by or
against the Company or Cross Country, or both, as to which Xxxxxxxxxx has
knowledge or involvement.
6. Visby Affidavit. Xxxxxxxxxx has provided to the Company and Cross
Country a signed and notarized affidavit relating to contracts between the
Company and Visby Marketing Group, Inc. The affidavit shall be treated as a
privileged communication to counsel and as work product prepared in connection
with litigation.
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7. Indemnification and Advancement of Expenses. The Company agrees that
Xxxxxxxxxx shall continue to receive all indemnification, advancement of
expenses, and all Directors' and Officers' Insurance benefits available to him
as of the date of this Agreement on the same terms and for the same duration as
provided to other present directors and officers of the Company.
8. Nondisparagement. Xxxxxxxxxx agrees not to disparage the Company or
Cross Country in any way, and Cross Country and the Company each agree not to
disparage Xxxxxxxxxx in any way or to comment adversely on his employment by the
Company or his termination of employment by the Company, subject in each case to
the respective parties' obligations to respond truthfully with respect to
litigation or governmental proceedings or inquiries.
9. Review of Files. Xxxxxxxxxx has reviewed all files in his possession
or control relating to the business of the Company, and a representative of
Cross Country was present and observed such review. Based on this review of
files (and any other information of which he is aware), Xxxxxxxxxx prepared a
memorandum to the Company and Cross Country with regard to liabilities or
contingent liabilities of which he is aware.
10. Confidentiality. (a) Xxxxxxxxxx acknowledges that as a result of
his employment by the Company, he is informed of valuable and confidential
information of the Company including, but not limited to, trade secrets,
technical information, personnel information, financial information, know-how,
computer software, management plans and analyses, management agreements and
procedures, special techniques and specialized procedures for operating and
managing the business of the Company and its subsidiaries and affiliates, plans,
specifications, marketing and sales information, the identity of customers and
suppliers and all of the information contained or to be contained in the Visby
affidavit delivered pursuant to paragraph 6 hereof (collectively, "Confidential
Information"), and that this Confidential Information is the exclusive property
of the Company to be held by Xxxxxxxxxx in trust and solely for the Company's
benefit. Accordingly, Xxxxxxxxxx shall not at any time reveal, report, publish,
transfer or otherwise disclose to any person, corporation or other entity, or
use for his own benefit any of the Confidential Information without the prior
written consent of the Company, except to officers and employees of the Company,
and other persons whom the Company agrees in writing are in a contractual or
fiduciary relationship with the Company or who have a need for this information
for purposes that are in the best interests of the Company. This provision does
not prohibit Xxxxxxxxxx from disclosing information which legally is or becomes
of general public knowledge from authorized sources other than Xxxxxxxxxx.
(b) If the Confidential Information known to Xxxxxxxxxx or in
his possession is subpoenaed, subject to a demand for production, or any other
form of legal process issued with respect to the Confidential Information by any
judicial, regulatory, administrative, legislative or governmental authority, or
any other person or entity, Xxxxxxxxxx agrees to notify the Company promptly
that such subpoena, demand or other legal process has been received. Xxxxxxxxxx
agrees to use his best efforts, consistent with the requirements of applicable
law, to protect the Confidential Information from disclosure and to cooperate
with the Company in seeking protection from disclosure of the Confidential
Information. If Xxxxxxxxxx is required to disclose the Confidential
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Information, Xxxxxxxxxx agrees, at the Company's request and expense, to use his
best efforts to obtain assurances that the Confidential Information will be
maintained on a confidential basis and not be disclosed to a greater degree than
legally required.
11. Change in Control. Xxxxxxxxxx agrees that Cross Country and any
entity in control of, controlled by or under common control with Cross Country
may at any time from the date of this Agreement purchase Company Common Stock,
in any amount without triggering a "Change in Control of the Company" as defined
in (i) the Employment Agreement, (ii) the Company's Incentive Stock Option Plan,
or (iii) the Company's Stock Option Plan.
12. Tender Offer. Xxxxxxxxxx acknowledges that Cross Country has
commenced a Tender Offer for the outstanding Common Stock of the Company.
Xxxxxxxxxx has tendered all of his shares of Company Common Stock to Cross
Country and accepted the price per share of Common Stock offered by Cross
Country in the Tender Offer. Xx. Xxxxxxxxxx has executed and delivered a
Stockholder Agreement in the form of Exhibit F.
13. Noncompetition and Nonsolicitation.
(a) Noncompetition. Xxxxxxxxxx agrees that for two years after
the date of this Agreement, he shall not, directly or indirectly, engage,
participate, or assist in any business organization by performing services in
the United States to arrange or to provide errors and omissions coverage for
realtors or home warranties (the "Proscribed Activities"), whether as owner,
part-owner, stockholder, partner, director, officer, trustee, employee,
consultant, agent, lender or in any other capacity, on his own behalf or on
behalf of any corporation, partnership or other business organization.
Xxxxxxxxxx may make passive investments in a competitive enterprise the shares
of which are publicly traded, provided that Xxxxxxxxxx'x holdings in such
enterprise, together with the holdings of any of Xxxxxxxxxx'x affiliates (as
that term is defined in Rule 405 of the Rules under the Securities Exchange Act
of 1934, as amended), do not exceed 3% of the outstanding shares of the stock of
such enterprise.
(b) Nonsolicitation. Xxxxxxxxxx agrees that during the period
ending two years after the date of this Agreement he shall not (i) directly or
indirectly solicit any person (natural or otherwise) in the United States to
purchase products or services competitive with the Proscribed Activities, (ii)
directly or indirectly solicit any person (natural or otherwise) to purchase or
sell products or services relating to the Proscribed Activities or (iii)
directly or indirectly recruit or otherwise solicit or induce any person who is
at the time (or was within one year prior to the time), an employee or
consultant of the Company to terminate his employment with, or otherwise cease
his relationship with the Company or accept unsolicited the services of such
person.
14. Restrictions Reasonable. The restrictions against competition and
solicitation set forth above are considered by the parties to be reasonable for
the purposes of protecting the business of the Company. If any restriction is
found by a court of competent jurisdiction to be unenforceable because it
extends for too long a period of time, over too broad a range of activities or
in too large a geographic area, that restriction shall be interpreted to extend
only over the maximum period of time, range of activities or geographic area as
to which it may be enforceable.
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15. Remedies. The parties acknowledge that they would not have an
adequate remedy at law for money damages if the covenants contained in Sections
8, 10 or 13 were not complied with in accordance with their terms. Because the
breach or threatened breach of any of the covenants in Sections 8, 10 or 13 will
result in immediate and irreparable injury to the parties, each party agrees
that the others shall be entitled to an injunction restraining a violation or
threatened violation of Sections 8, 10 or 13 to the fullest extent allowed by
law. Nothing in this Agreement shall prohibit the parties from pursuing all
other legal or equitable remedies that may be available for a breach or
threatened breach, including the recovery of damages.
16. Survival. The provisions of Sections 8, 10, 13 and 15 shall inure
to the benefit of the parties and their respective successors and assigns. If
Xxxxxxxxxx dies before the Second Anniversary, the benefits under the insurance
policies provided for in Section 2(b) shall be paid as designated from time to
time by Xxxxxxxxxx.
17. Federal Income Tax Withholding. The Company may withhold from
benefits payable under this Agreement, or arrange for the payment of, federal,
state, local or other taxes only if required by law or governmental regulation
or ruling.
18. Further Assurances. Xxxxxxxxxx, Cross Country and the Company agree
to execute, acknowledge, deliver and file, or cause to be executed,
acknowledged, delivered and filed, all further instruments, agreements or
documents as may be necessary to consummate the transactions provided for in
this Agreement and to do all further acts necessary to carry out the purpose and
intent of this Agreement.
19. No Waiver. No term or condition of this Agreement shall be deemed
to have been waived, nor shall there be any estoppel against the enforcement of
any provision of this Agreement, except by written instrument of the party
charged with the waiver or estoppel. No written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of the term or condition for the future or as to any act
other than that specifically waived. The waiver by any party of any other
party's breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach, and the failure of any party to
exercise any right or remedy shall not operate or be construed as a waiver or
bar to the exercise of such right or remedy upon the occurrence of any
subsequent breach. No delay on the part of a party in exercising a right, power
or privilege hereunder shall operate as a waiver thereof. No waiver on the part
of a party of a right, power or privilege, or a single or partial exercise of a
right, power or privilege, shall preclude further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies of this
Agreement are cumulative and are not exclusive of the rights or remedies that a
party may otherwise have at law or in equity.
20. Governing Law; Venue and Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida
without reference to its conflicts of law principles. Venue and jurisdiction of
all actions relating to the performance or interpretation of this Agreement may
be brought only in the courts of the State of Florida located in Broward County
or in the United States District Court for the Southern District of Florida. The
parties consent to
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personal jurisdiction in the courts described in this Section for the purpose of
all actions, and waive all objections to venue and the right to assert that a
court chosen under this Section is improper based on the doctrine of forum non
conveniens.
21. Notices. Notices required or permitted to be given under this
Agreement shall be in writing and effective upon delivery in person or by
certified mail, return receipt requested, to the parties at the addresses below
or to another address as either party shall direct by notice to the other party.
(a) If to the Company:
Homeowners Group, Inc.
000 Xxxxxxxx Xxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Facsimile: 000-000-0000
Attention: President
with a copy to:
Xxxx Xxxxxxxxx, Esq.
Xxxxxxxxx Traurig Xxxxxxx
Xxxxxx Xxxxx & Xxxxxxx, P.A.
0000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000-0000
Facsimile: 305-579-0717
(b) If to the Cross Country:
Cross Country Group, Inc.
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: 000-000-0000
Attention: President
with a copy to:
Xxxxxx X. Xxxxx, Esq.
Xxxx Xxxxxx & Xxxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: 000-000-0000
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(c) If to Xxxxxxxxxx:
Xxxx Xxxxxxxxxx
000 Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
with a copy to:
Xxxxxx X. X'Xxxxx III, Esq.
Steel Xxxxxx & Xxxxx LLP
0000 Xxxxxxxx Xxxxx Xxxx
000 Xxxxx Xxxxxxx Xxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000-0000
Facsimile: 000-000-0000
22. Assignment.
(a) This Agreement and all of Xxxxxxxxxx'x rights, duties and
obligations under this Agreement are personal in nature and shall not be
assignable by Xxxxxxxxxx. A purported assignment shall not be valid or binding
on the Company.
(b) This Agreement shall inure to the benefit of and be
legally binding upon all successors and assigns of the Company. The Company will
require a successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement in form and substance satisfactory to
Xxxxxxxxxx, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. For purposes of this Section 22,
"Company" shall mean the Company as defined above and all successors to its
business or assets that execute and deliver the agreement provided for in this
Section 22 or that otherwise become bound by the terms and provisions of this
Agreement by operation of law. Nothing herein shall obligate Cross Country to
make payments pursuant to Section 2 or otherwise.
23. Attorneys' Fees. If litigation is brought concerning this
Agreement, the prevailing party shall be entitled to receive from the
non-prevailing party, and the non-prevailing party shall upon final judgment and
the expiration of all appeals immediately pay upon demand all reasonable
attorneys' fees and expenses of the prevailing party. Each of the Company and
Xxxxxxxxxx agrees to pay its own and his own legal fees, disbursements and other
expenses reasonably incurred in connection with the preparation and negotiation
of this Agreement.
24. Entire Agreement. This Agreement constitutes the entire
understanding of the parties and supersedes all prior discussions, negotiations,
agreements and understandings, whether oral or written, with respect to its
subject matter. This Agreement may be modified only by a written instrument
properly executed by Xxxxxxxxxx, the Company and Cross Country.
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25. Severability. If any one or more of the provisions of this
Agreement is held invalid, illegal or unenforceable, the remaining provisions of
this Agreement shall be unimpaired, and the invalid, illegal or unenforceable
provision shall be replaced by a mutually acceptable valid, legal and
enforceable provision which comes closest to the intent of the parties.
26. Counterparts. This Agreement may be executed by the parties in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
The parties have executed this Agreement effective as of the day and
year first written above.
HOMEOWNERS GROUP, INC.
By:___________________________________ ______________________________
Xxxxxxx Xxxxxx, Vice President Xxxx Xxxxxxxxxx, Individually
CROSS COUNTRY GROUP, INC.
By:___________________________________
Xxxxxx Xxxx, Vice President
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EXHIBIT A
FORM OF RESIGNATION
RESIGNATION
I hereby resign as a member of the Board of Directors and as an officer
of Homeowners Group, Inc. (the "Company") and from all positions held by me in
the affiliates and subsidiaries of the Company effective today.
Dated: , 1997 ___________________________
Xxxx Xxxxxxxxxx
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EXHIBIT B
RELEASE
Xxxx Xxxxxxxxxx, and each of his heirs, personal representatives,
successors and assigns (the "Releasor"), for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, hereby releases and
forever discharges Homeowners Group, Inc., and its (i) predecessors, (ii)
subsidiaries, (iii) past and present stockholders, directors, affiliates,
officers, and employees, (iv) trustees, (v) insurers, (vi) sureties, (vii)
successors and (viii) assigns (collectively, the "Releasees") from any and all
claims, obligations, actions, causes of action, claims at law or in equity,
suits, debts, liens, encumbrances, contracts, agreements, promises, liabilities,
demands, controversies, damages, losses, debts, dues, fees, costs or expenses of
any nature whatsoever, whether fixed or contingent, which the Releasor may now
have, may have had or may hereafter have against the Releasees by reason of any
matter, cause, happening or thing occurring on or before the date of this
Release whether known or unknown to the Releasor, including but not limited to,
any matter, cause, happening or thing arising out of or related to Releasor's
employment with and resignation from Homeowners Group, Inc. and its subsidiaries
and affiliates. This Release does not affect the Releasor's rights to (a) file
an Equal Employment Opportunity Commission ("EEOC") charge or participate in an
investigation or proceeding conducted by the EEOC or (b) enforce the terms of
the Settlement and Termination Agreement dated ______________, 1997 among
Homeowners Group, Inc., The Cross Country Group, Inc. and the Releasor.
The Releasor understands and agrees that this Release acquits, releases
and forever discharges the Releasees of and from any and all claims, actions,
causes or causes of action, suits, demands, damages, losses, obligations, debts,
dues or other liabilities, whether arising at law or in equity, which the
Releasor may have sustained, has now sustained or may hereafter sustain or which
the Releasor may have had, may now have or may hereafter have because of the
claims of any third parties, anticipated or unanticipated, arising out of or
related to the Releasees' involvement, association or participation in any way
with the Releasor.
The Releasor understands that the acceptance of the aforesaid
consideration, and the execution and delivery of this Release are not to be
considered an admission of liability, but are in full settlement and compromise
of all disputes between the Releasor and the Releasees and for which the
Releasees have denied and still deny any wrongdoing.
This Release shall be governed by and construed in accordance with the
laws of the State of Florida without reference to its conflicts of law
principles. Venue and jurisdiction of all actions relating to the performance or
interpretation of this Release may be brought only in the courts of the State of
Florida located in Broward County or in the United States District Court for the
Southern District of Florida. The parties consent to personal jurisdiction in
the courts described in this Paragraph for the purpose of all actions, and waive
all objections to venue and the right to assert that a court chosen under this
Paragraph is improper based on the doctrine of forum non conveniens.
If litigation is brought concerning this Release, the prevailing party
shall be entitled to receive from the non-prevailing party, and the
non-prevailing party shall upon final judgment and
expiration of all appeals immediately pay upon demand, all reasonable attorneys'
fees and expenses of the prevailing party.
If any one or more of the provisions of this Release is held invalid,
illegal or unenforceable, the remaining provisions of this Release shall be
unimpaired, and the invalid, illegal or unenforceable provision shall be
replaced by a mutually acceptable valid, legal and enforceable provision which
comes closest to the intent of the parties.
WITNESSES:
_____________________________ _________________________
Xxxx Xxxxxxxxxx
_____________________________
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF BROWARD
On this ____ day of _________, 1997, before me personally appeared Xxxx
Xxxxxxxxxx who is personally known to me or produced a driver's license as
identification, and he acknowledged before me that he executed the above Release
as his free act and deed and that he did take an oath.
_________________________
Notary Public
State of Florida At Large
My Commission Expires:
2
EXHIBIT C
RELEASE
Xxxx Xxxxxxxxxx, and each of his heirs, personal representatives,
successors and assigns (the "Releasor"), for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, hereby releases and
forever discharges The Cross Country Group, Inc., and its (i) predecessors, (ii)
subsidiaries, (iii) past and present stockholders, directors, affiliates,
officers, and employees, (iv) trustees, (v) insurers, (vi) sureties, (vii)
successors and (viii) assigns (collectively, the "Releasees") from any and all
claims, obligations, actions, causes of action, claims at law or in equity,
suits, debts, liens, encumbrances, contracts, agreements, promises, liabilities,
demands, controversies, damages, losses, debts, dues, fees, costs or expenses of
any nature whatsoever, whether fixed or contingent, which the Releasor may now
have, may have had or may hereafter have against the Releasees by reason of any
matter, cause, happening or thing occurring on or before the date of this
Release whether known or unknown to the Releasor, including but not limited to,
any matter, cause, happening or thing arising out of or related to Releasor's
employment with and resignation from Homeowners Group, Inc. and its subsidiaries
and affiliates. This Release does not affect the Releasor's rights to (a) file
an Equal Employment Opportunity Commission ("EEOC") charge or participate in an
investigation or proceeding conducted by the EEOC or (b) enforce the terms of
the Settlement and Termination Agreement dated ______________, 1997 among
Homeowners Group, Inc., The Cross Country Group, Inc. and the Releasor.
The Releasor understands and agrees that this Release acquits, releases
and forever discharges the Releasees of and from any and all claims, actions,
causes or causes of action, suits, demands, damages, losses, obligations, debts,
dues or other liabilities, whether arising at law or in equity, which the
Releasor may have sustained, has now sustained or may hereafter sustain or which
the Releasor may have had, may now have or may hereafter have because of the
claims of any third parties, anticipated or unanticipated, arising out of or
related to the Releasees' involvement, association or participation in any way
with the Releasor.
The Releasor understands that the acceptance of the aforesaid
consideration, and the execution and delivery of this Release are not to be
considered an admission of liability, but are in full settlement and compromise
of all disputes between the Releasor and the Releasees and for which the
Releasees have denied and still deny any wrongdoing.
This Release shall be governed by and construed in accordance with the
laws of the State of Florida without reference to its conflicts of law
principles. Venue and jurisdiction of all actions relating to the performance or
interpretation of this Release may be brought only in the courts of the State of
Florida located in Broward County or in the United States District Court for the
Southern District of Florida. The parties consent to personal jurisdiction in
the courts described in this Paragraph for the purpose of all actions, and waive
all objections to venue and the right to assert that a court chosen under this
Paragraph is improper based on the doctrine of forum non conveniens.
If litigation is brought concerning this Release, the prevailing party
shall be entitled to receive from the non-prevailing party, and the
non-prevailing party shall upon final judgment and expiration of all appeals
immediately pay upon demand, all reasonable attorneys' fees and expenses of the
prevailing party.
If any one or more of the provisions of this Release is held invalid,
illegal or unenforceable, the remaining provisions of this Release shall be
unimpaired, and the invalid, illegal or unenforceable provision shall be
replaced by a mutually acceptable valid, legal and enforceable provision which
comes closest to the intent of the parties.
WITNESSES:
_____________________________ _________________________
Xxxx Xxxxxxxxxx
_____________________________
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF BROWARD
On this ____ day of _________, 1997, before me personally appeared Xxxx
Xxxxxxxxxx who is personally known to me or produced a driver's license as
identification, and he acknowledged before me that he executed the above Release
as his free act and deed and that he did take an oath.
_________________________
Notary Public
State of Florida At Large
My Commission Expires:
2
EXHIBIT D
RELEASE
Homeowners Group, Inc., and each of its predecessors, subsidiaries,
affiliates, officers, employees, trustees, insurers, sureties, successors and
assigns (collectively, the "Releasors"), for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, hereby releases and
forever discharges Xxxx Xxxxxxxxxx, and each of his heirs, personal
representatives, successors and assigns, from any and all claims, obligations,
actions, causes of action, claims at law or in equity, suits, debts, liens,
encumbrances, contracts, agreements, promises, liabilities, demands,
controversies, damages, losses, debts, dues, fees, costs or expenses of any
nature whatsoever, whether fixed or contingent, which the Releasors may now
have, may have had or may hereafter have against the Releasee by reason of any
matter, cause, happening or thing occurring on or before the date of this
Release and listed on Annex A hereto. This Release does not affect Releasors'
right to enforce the terms of the Settlement and Termination Agreement dated
_____________, 1997 among Homeowners Group, Inc., The Cross Country Group, Inc.
and the Releasee.
The Releasors understand that the acceptance of the aforesaid
consideration, and the execution and delivery of this Release are not to be
considered an admission of liability, but are in full settlement and compromise
of all disputes between the Releasors and the Releasee and for which the
Releasee has denied and still denies any wrongdoing.
This Release shall be governed by and construed in accordance with the
laws of the State of Florida without reference to its conflicts of law
principles. Venue and jurisdiction of all actions relating to the performance or
interpretation of this Release may be brought only in the courts of the State of
Florida located in Broward County or in the United States District Court for the
Southern District of Florida. The parties consent to personal jurisdiction in
the courts described in this Paragraph for the purpose of all actions, and waive
all objections to venue and the right to assert that a court chosen under this
Paragraph is improper based on the doctrine of forum non conveniens.
If litigation is brought concerning this Release, the prevailing party
shall be entitled to receive from the non-prevailing party, and the
non-prevailing party shall upon final judgment and expiration of all appeals
immediately pay upon demand, all reasonable attorneys' fees and expenses of the
prevailing party.
If any one or more of the provisions of this Release is held invalid,
illegal or unenforceable, the remaining provisions of this Release shall be
unimpaired, and the invalid,
illegal or unenforceable provision shall be replaced by a mutually acceptable
valid, legal and enforceable provision which comes closest to the intent of the
parties.
WITNESSES: HOMEOWNERS GROUP, INC.
________________________
By:______________________________
Xxxxxxx Xxxxxx, Vice President
________________________
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF BROWARD
On this ____ day of __________, 1997, before me personally appeared
Xxxxxxx Xxxxxx, as Vice President of Homeowners Group, Inc., who is personally
known to me or produced a driver's license as identification, and he
acknowledged before me that he executed the above Release on behalf of
Homeowners Group, Inc. as his free act and deed and that he did take an oath.
__________________________
Notary Public
State of Florida At Large
My Commission Expires:
2
EXHIBIT E
RELEASE
The Cross Country Group, Inc., and each of its predecessors,
subsidiaries, affiliates, officers, employees, trustees, insurers, sureties,
successors and assigns (collectively, the "Releasors"), for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby releases and forever discharges Xxxx Xxxxxxxxxx, and each of his heirs,
personal representatives, successors and assigns, from any and all claims,
obligations, actions, causes of action, claims at law or in equity, suits,
debts, liens, encumbrances, contracts, agreements, promises, liabilities,
demands, controversies, damages, losses, debts, dues, fees, costs or expenses of
any nature whatsoever, whether fixed or contingent, which the Releasors may now
have, may have had or may hereafter have against the Releasee by reason of any
matter, cause, happening or thing occurring on or before the date of this
Release and listed on Annex A hereto. This Release does not affect Releasors'
right to enforce the terms of the Settlement and Termination Agreement dated
_____________, 1997 among Homeowners Group, Inc., The Cross Country Group, Inc.
and the Releasee.
The Releasors understand that the acceptance of the aforesaid
consideration, and the execution and delivery of this Release are not to be
considered an admission of liability, but are in full settlement and compromise
of all disputes between the Releasors and the Releasee and for which the
Releasee has denied and still denies any wrongdoing.
This Release shall be governed by and construed in accordance with the
laws of the State of Florida without reference to its conflicts of law
principles. Venue and jurisdiction of all actions relating to the performance or
interpretation of this Release may be brought only in the courts of the State of
Florida located in Broward County or in the United States District Court for the
Southern District of Florida. The parties consent to personal jurisdiction in
the courts described in this Paragraph for the purpose of all actions, and waive
all objections to venue and the right to assert that a court chosen under this
Paragraph is improper based on the doctrine of forum non conveniens.
If litigation is brought concerning this Release, the prevailing party
shall be entitled to receive from the non-prevailing party, and the
non-prevailing party shall upon final judgment and expiration of all appeals
immediately pay upon demand, all reasonable attorneys' fees and expenses of the
prevailing party.
If any one or more of the provisions of this Release is held invalid,
illegal or unenforceable, the remaining provisions of this Release shall be
unimpaired, and the invalid, illegal or unenforceable provision shall be
replaced by a mutually acceptable valid, legal and enforceable provision which
comes closest to the intent of the parties.
WITNESSES: THE CROSS COUNTRY GROUP, INC.
________________________________
By: ___________________________
Xxxxxx Xxxx, Vice President
________________________________
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF BROWARD
On this ____ day of __________, 1997, before me personally appeared
Xxxxxx Xxxx, as President of The Cross Country Group, Inc., who is personally
known to me or produced a driver's license as identification, and he
acknowledged before me that he executed the above Release on behalf of The Cross
Country Group, Inc. as his free act and deed and that he did take an oath.
______________________
Notary Public
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EXHIBIT F
STOCKHOLDER AGREEMENT
(See Attached.)
3
