SETTLEMENT AND TERMINATION AGREEMENT
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This SETTLEMENT AND TERMINATION AGREEMENT (the "Agreement") is made and
entered into as of September 1, 2006 subject to satisfaction of the conditions
set forth herein, by and between African American Medical Network, Inc., a
Florida corporation and wholly-owned subsidiary of Medical Media ("African
American Medical"), and Xxxxxx Cambridge, an individual residing at 0000
Xxxxxxxxxx, Xxx Xxxxxxx, XX 00000 ("Cambridge"), on the following terms and
conditions:
RECITALS
WHEREAS, African American Medical and Cambridge entered into an Employment
Agreement dated November 16, 2005 (the "Employment Agreement") under which
Cambridge served as President of African American Medical; and
WHEREAS, as of the date of this Agreement, Cambridge desires to resign his
duties as President and African American Medical desires to accept the
resignation; and
WHEREAS, African American Medical and Cambridge desire to terminate the
Employment Agreement on the terms and conditions set forth herein.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Incorporation of Recitals: The Recitals are incorporated herein and are
hereby made a part of this Agreement.
2. Termination of Employment Agreement by Cambridge: Cambridge agrees to: (i)
terminate his Employment Agreement, (ii) submit his letter of resignation in the
form attached hereto as Exhibit "A", and (iii) release and forever discharge
African American Medical from and against any and all future claims arising out
of, in connection with, or relating to Cambridge having acted as an officer of
African American Medical, as more specifically outlined below.
3. Termination of Employment Agreement by African American Medical: African
American Medical agrees to: (i) accept the resignation of Cambridge as
referenced herein, and (ii) release and forever discharge Cambridge from any
against any and all future claims arising out of, in connection with, or
relating to the duties of Cambridge as President of African American Medical, as
more specifically outlined below.
4. Release and Waiver by Cambridge: Cambridge agrees to release and forever
discharge African American Medical, its parent company, its current and former
affiliates, employees, officers, directors, stockholders, controlling persons,
subsidiaries, successors and assigns (individually a "Releasee" and
collectively, "Releasees"), from any and all claims (including any claims for
compensation under the Employment Agreement), demands, proceedings, causes of
action, orders, obligations, contracts, agreements, debts and liabilities
whatsoever, whether known or unknown, suspected or unsuspected, both at law and
in equity, which Cambridge now has, has ever had, or may hereafter have against
the respective Releasees arising contemporaneously with or prior to the date of
this Agreement on account of or arising out of any matter, cause, or event
occurring contemporaneously with or prior to the date of this Agreement,
including but not limited to, any and all claims arising from the Employment
Agreement referred to herein.
5. Release and Waiver by African American Medical: African American Medical
agrees to release and forever discharge Cambridge from any and all claims
(including any claims for duties to be performed under the Employment
Agreement), demands, proceedings, causes of action, orders, obligations,
contracts, agreements, debts and liabilities whatsoever, whether known or
unknown, suspected or unsuspected, both at law and in equity, which African
American Medical now has, has ever had, or may hereafter have against the
respective Cambridge arising contemporaneously with or prior to the date of this
Agreement on account of or arising out of any matter, cause, or event occurring
contemporaneously with or prior to the date of this Agreement, including but not
limited to, any and all claims arising from the Employment Agreement referred to
herein.
6. Mutual Release and Waiver: Each party hereto, for itself and each and all of
its respective subsidiaries, affiliates, successors, and assigns, hereby
unconditionally and absolutely releases and discharges the other, and each and
all of their respective affiliates, successors, assigns, present and former
representatives, agents, employees, attorneys, shareholders, officers, and
directors of and from any and all claims, demands, debts, payments, liabilities,
accounts, reckonings, obligations, costs, expenses, liens, actions, and causes
of action, of every kind and nature whatsoever arising out of any potential or
future claim related to the termination of the Employment Agreement (hereinafter
collectively referred to as the "Released Matters").
The release set forth in Xxxxxxx 0, 0, xxx 0 xxxxx xx effective as a full and
final accord, satisfaction, and general release of and from all Released
Matters.
In that regard, each party further acknowledges that it is aware that it or its
attorneys may hereafter discover claims or facts in addition to or different
from those which they now know or believe to exist with respect to the Released
Matters provided for herein, and that it is each party's intention fully,
finally, and forever to settle and release all of its possible claims against
the other with respect to all Released Matters. It is expressly understood that
the releases contained herein shall be and remain in full force and effect as a
full and complete general release with respect to all Released Matters.
7. No Litigation: The parties hereto irrevocably covenant to refrain from,
directly or indirectly, asserting any claim or demand, or commencing,
instituting or causing to be commenced any proceeding of any kind regarding any
Released Matter.
8. Indemnification: The parties hereto shall indemnify and hold harmless each
other and each released party hereto, from and against all loss, liability,
claim, damage (including incidental and consequential damages) or expense
(including costs of investigation and reasonable attorney's fees) whether or not
involving third party claims, arising directly or indirectly from or in
connection with: (a) the assertion by or on behalf of Cambridge of any claim or
other matter purported to be released pursuant to this Agreement; and (b) the
assertion by any third party of any claim or demand against any released party
which claim or demand arises directly or indirectly from, or in connection with,
any assertion by or on behalf of African American Medical or its affiliates
against such third party of any claims or other matters purported to be released
pursuant to this Agreement.
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9. Representations of Cambridge: Cambridge expressly represents (i) that he
entered into this Agreement freely and voluntarily after careful review and
consultation with his counsel, (ii) that no future claims may be made against
African American Medical or Medical Media Television, Inc. for any perceived
causes of action pursuant to the Employment Agreement, and (iii) that he made no
verbal representations to African American Medical with respect to any of the
matters addressed in this Agreement.
10. Representations of African American Medical: African American Medical
expressly represents (i) that it entered into this Agreement freely and
voluntarily after careful review and consultation with it counsel, (ii) that no
future claims may be made against Cambridge for any perceived causes of action
pursuant to the Employment Agreement, and (iii) that it made no verbal
representations to Cambridge with respect to any of the matters addressed in
this Agreement.
11. Entire Agreement: This Agreement contains the entire Agreement of the
parties with respect to these matters (and solely with respect to these matters)
and may not be modified in any way except in writing executed by both parties.
12. Authorization: The individual signatories to this Agreement represent that
they have been duly authorized to execute this Agreement on behalf of the
parties they purport to represent herein.
13. Execution in Counterparts: The parties may execute this Agreement in any
number of counterparts, each of which when so executed and delivered (including
by facsimile transmission), shall be deemed an original and all of which
counterparts, taken together, shall constitute the same agreement.
14. Binding Agreement: This Agreement will bind and inure to the benefit of each
of the party's respective predecessors, successors, trustees, receivers,
guardians, executors, administrators, heirs, partners, directors, officers,
employees, shareholders, agents, beneficiaries and assignees whether or not so
expressed.
15. Governing Law: Except to the extent that federal law should provide
otherwise, the terms, conditions and provisions of this Agreement shall be
governed by and construed in accordance with the laws of the State of Florida.
16. Headings: The use in this Agreement of headings is for the convenience of
reference only. Such headings are not and shall not be considered part of this
Agreement nor shall such headings control the construction and interpretation of
the terms and conditions hereof.
17. Attorneys' Fees: In the event that either party hereto brings an action or
other proceeding to enforce or interpret this Agreement, the prevailing party in
that action or proceeding (including, without limitation, any action or
proceeding pursued in any bankruptcy or other similar proceeding filed by or
against African American Medical or Cambridge) shall be entitled to have and
recover from the non-prevailing party all such fees, costs and expenses
(including, without limitation, all court costs and reasonable attorneys' fees)
as the prevailing party may suffer or incur in the pursuit or defense of such
action or proceeding.
[Signature page follows]
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IN WITNESS WHEREOF, each of the parties hereto have caused this instrument
to be signed by themselves or their duly authorized agents as of the date set
forth in the first paragraph of this Agreement.
African American Medical Network, Inc.
By: /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, CEO
/s/Xxxxxx Cambridge
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Xxxxxx Cambridge
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XXXXXX CAMBRIDGE
0000 Xxxxxxxxxx
Xxx Xxxxxxx, XX 00000
September 1, 2006
Xx. Xxxxxx X. Xxxxx, CEO
African American Medical Network, Inc.
0000 Xxxxxxxx
Xxxx, Xxxxx X
Xxxxx, XX 00000
Re: Resignation
Dear Xx. Xxxxx:
Please consider this letter my resignation as President of African American
Medical Network, Inc. effective this date. My resignation is provided in
connection with the Settlement and Termination Agreement between African
American Medical Network, Inc. and me dated September 1, 2006, and was not the
result of a disagreement with the Company on any matter relating to the
Company's operations, policies, or practices.
Sincerely,
/s/Xxxxxx Cambridge
Xxxxxx Cambridge
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