Exhibit 17.7
Settlement & Release Agreement
Section 1 - Settlement:
The Employment Agreement dated as of July 1, 2007 made between Xx. Xxxxx
Old (as the "Employee") and Industrial Minerals, Inc. (as the "Employer"), and
the employment of Employee by the Employer, is hereby terminated and no longer
is of any force or effect effective as of the commencement of business on
January 31, 2008. In place thereof the Employer undertakes to and shall: (a) pay
Employee three (3) months' severance pay, at the salary set out in the said
Employment Agreement, in accordance with Employer's usual payroll practices and
subject to the standard payroll deductions for taxes and unemployment insurance;
and (b) grant to Employee the option to purchase up to 1,100,000 shares in the
capital stock of Industrial Minerals, Inc. in accordance with the Restated Stock
Option Grant Agreement attached hereto.
Section 2 - Release:
In exchange for and in consideration of the obligations and undertakings of
the Employer set out in section 1 above, I, Xx. Xxxxx Old, on behalf of myself,
and my heirs and assigns, do voluntarily and knowingly fully release, and
forever discharge Industrial Minerals, Inc., its agents, employees,
representatives, officers, affiliated companies, subsidiaries, successors and
assigns (all of whom are herein collectively referred to as the "Employer") from
any and all claims, demands and causes of action of whatsoever nature, whether
past, present or future, that I may now or ever have as the result of or arising
out of or by reason of my employment with Employer, the Employment Agreement
made as of April 3, 2007 with Industrial Minerals, Inc., or the termination of
my employment with Employer, or by reason of any of the Employer's employment
practices, acts or omissions.
I fully understand and voluntarily agree that the Employer, by reason of
this settlement and release agreement, does not admit any liability or
obligation of any kind, and that the Employer has made no agreement or promise
to do or admit to do any act or thing not specifically set forth herein.
I fully understand and voluntarily agree that this settlement and release
agreement is made to avoid expense and to terminate all controversies and claims
for any injuries or damages of whatsoever nature, known or unknown, both to my
person or property, arising out of my employment relationship or the termination
thereof with the Employer.
I intend this settlement and release agreement to fully cover any and all
claims, including for salary, vacation pay, pension benefits, or any other
benefits whatsoever, or causes of action that I may have or ever have, whether
known or unknown to me, against the Employer by reason of my employment or the
termination thereof, or by reason of any the Employer's employment practices,
acts or omissions.
I acknowledge that the Employer has informed me that I have the right to
confer with a lawyer prior to entering into this settlement and release
agreement. I further acknowledge that I have had the full opportunity to read
this settlement and that I have done so, and that I fully understand the effects
of this settlement and release agreement.
I understand, agree and acknowledge that I am entering into this settlement
and release agreement of my own free will and understanding, and that I am under
no obligation whatsoever to do so.
I acknowledge that I have not been under duress, coercion or undue
influence from the Employer either during the negotiations which led to this
settlement and release agreement or at the time of the execution of this
settlement and release agreement.
I shall keep confidential and not disclose to any parties whatsoever any
information I have learned about Employer's solid waste collection, recycling,
transportation and disposal business, including but not limited to customers,
price lists and pricing, bidding methods, operations, equipment and business
development opportunities.
In consideration of the payments and undertakings of Employer made in
section 1 above, it is understood and agreed and I hereby undertake not to
engage in the graphite mining and supply business in competition with Employer,
or solicit any existing or potential customers of Employer, anywhere, for a
period of one (1) year from the date hereof.
Signed as of the 31st day of January, 2008.
Xx. Xxxxx Old:
/s/ Xxxx Xxxxxx (
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Witness ( /s/ Xxxxx Old
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Industrial Minerals, Inc.
By:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
