SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made and entered
into by and between XXXX X. XXXXX (hereinafter referred to as "Xxxxx"), and CSL
LIGHTING MANUFACTURING, INC., a Delaware Corporation, (hereinafter referred to
as "CSL") and is effective as of March 31, 1999.
PREAMBLE:
WHEREAS, Xxxxx has been employed by CSL for many years;
WHEREAS, Xxxxx and CSL previously entered into that certain Employment
Agreement effective October 1, 1998 ("Employment Agreement") whereby Xxxxx'x
employment was continued by CSL on the terms and conditions of the Employment
Agreement; and
WHEREAS, Xxxxx'x active employment with CSL was modified on March 8, 1999
on the terms and conditions contained within that certain Stand-Still Agreement
entered into by and between Xxxxx and CSL on March 15, 1999 (the "Stand-Still
Agreement"); and
WHEREAS, Xxxxx and CSL desire to settle fully and finally all differences
between them, including, but in no way limited to, any differences that might
arise out of Xxxxx'x employment with CSL, and the termination of those services.
THEREFORE IT IS AGREED AS FOLLOWS:
FIRST: This Agreement shall not in any way be construed as an admission
that:
X. Xxxxx has acted wrongfully with respect to CSL, or any other
person or entity, or that CSL has any claims against Xxxxx of
any type; or
B. CSL has acted wrongfully with respect to Xxxxx or any other
person, or that Xxxxx has any claims against CSL of any type.
SECOND: CSL and Xxxxx represent, understand and agree that:
X. Xxxxx'x employment with CSL terminated as of the close of
business on March 31, 1999 (the "Termination Date") and from
and after that date Xxxxx has not been and shall not be
required to perform any or all of his prescribed duties under
the Employment Agreement, or otherwise, with the exception of
those items that
Xxxxx has agreed, in the Stand-Still Agreement, to assist CSL
and its accountants and attorneys with.
B. Effective March 8, 1999, Xxxxx has resigned as an officer of
CSL and each of its affiliates and subsidiaries.
C. Effective immediately following the consummation of the
transactions contemplated by this Agreement, Xxxxx shall
resign as a Director of CSL and each of its affiliates and
subsidiaries.
D. Neither Xxxxx nor CSL has filed any complaints or charges or
lawsuits against the other with any governmental agency or any
court, and that neither will do so at any time hereafter;
provided, however, this shall not limit either party from
filing a lawsuit for the sole purpose of enforcing their
respective rights under this Agreement.
THIRD: In consideration of Xxxxx executing this Agreement and agreeing to
be bound by its terms and conditions:
A. CSL shall on April 15, 1999 pay to Xxxxx the sum of TWO
HUNDRED FIVE THOUSAND DOLLARS ($205,000) without deduction or
offset of any type. Xxxxx hereby acknowledges that he is
solely responsible for any and all Federal employment and
income tax withholding obligations in connection with such
payment;
B. CSL shall release and discharge Xxxxx from any and all
obligations Xxxxx may have to CSL including, but not limited
to, all outstanding loans, receivables, or advances from CSL
to Xxxxx;
X. Xxxxx shall retain the options held by him for the purchase of
up to FIFTY-FIVE THOUSAND (55,000) SHARES of CSL stock
(collectively the "Options") granted to and vested in him
under the terms and conditions of the CSL Option Plan, and
Xxxxx hereby elects to exercise the Option on a "cashless"
basis. In connection with such exercise, Options, CSL shall
promptly cause its Transfer Agent to deliver a certificate
representing 34,874 CSL shares to Xxxxx without any cost to
Xxxxx. Any Options, which have not vested in Xxxxx under the
CSL Option Plan, shall immediately expire;
X. Xxxxx shall retain all shares of CSL common stock that are
held of record or beneficially by him or his family;
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E. All CSL's claims to, rights in, title and interest in the Jeep
automobile currently used by Xxxxx are hereby transferred to
Xxxxx subject to the underlying lease obligations encumbering
such vehicle. CSL shall be solely responsible for the payment
of EIGHT HUNDRED SIXTY-SEVEN DOLLARS and 24/100 ($867.24)
comprising the February and March 1999 monthly lease payments
and late payment fees;
X. Xxxxx shall have unrestricted access to the CSL apartment in
Valencia, California that he has occupied from time to time.
All of the furniture, furnishings, clothing and other contents
of the apartment ("Xxxxx'x belongings") are the property of
Xxxxx. Xxxxx shall abandon the apartment and remove all of
Xxxxx'x belongings therefrom prior to April 30, 1999. CSL
shall bear all of the costs and expenses of the apartment
through April 30, 1999 which charges shall include, but are
not limited to, rent, telephone and utility charges. There are
unpaid utility and telephone charges in the approximate amount
of TWO HUNDRED DOLLARS ($200.00) which shall be immediately
paid by CSL;
G. It is agreed that the cumulative market value of all CSL
property in the California apartment or Xxxxx'x Massachusetts
office is ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00). This
property is hereby transferred to Xxxxx;
H. CSL shall provide Xxxxx packing materials and bear the cost,
not to exceed $2,500, of shipping Xxxxx'x belongings
(including the CSL property transferred to Xxxxx pursuant to
the terms of this Agreement) to Xxxxx'x Massachusetts office;
I. CSL and Xxxxx agree that the letter in the form of Exhibit A
hereto, shall be the only document transmitted by CSL or Xxxxx
to any third party concerning Xxxxx'x departure from CSL.
J. CSL will, in response to all inquiries concerning Xxxxx'x
departure from the employ of CSL, advise CSL employees,
vendors and customers that Xxxxx has left CSL to attend to
other business interests;
K. CSL shall reimburse Xxxxx for or pay those business expenses
set forth on Exhibit B hereto incurred by Xxxxx in connection
with his employment through the Termination Date; and
L. CSL shall, at CSL's sole cost and expense, continue to provide
Xxxxx and his dependents with health insurance coverage
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consistent with that currently provided to him for one year
from the Termination Date. At the end of this period CSL shall
give Xxxxx the required notification of his COBRA and
conversion privileges, which Xxxxx may exercise at his sole
cost.
The payments called for in this paragraph THIRD shall be in lieu of and
discharge any obligations of CSL to Xxxxx for compensation, unused accrued
vacation, or any other employment remuneration or benefit or any other amount
now or hereafter due Xxxxx by CSL.
FOURTH: Xxxxx understands and agrees that, except as otherwise provided
for herein, as of the close of business on March 8, 1999, he was no longer
authorized to incur any expenses, obligations or liabilities on behalf of CSL.
FIFTH: CSL, its officers, employees, directors, representatives, agents,
affiliates (including Interiors, Inc. and its officer, directors and employees),
parents and subsidiaries (collectively, "CSL Persons"), shall not disparage or
denigrate Xxxxx directly or indirectly, in any manner. It is specifically
acknowledged and agreed that the restrictions contained in the preceding
sentence of this Paragraph FIFTH shall not restrict CSL Persons from testifying
truthfully or providing information if compelled to do so by applicable law, or
from freely communicating with their legal counsel.
CSL acknowledges that its breach of the provisions contained in this
Paragraph FIFTH would cause irreparable damage to Xxxxx. These damages would be
difficult, if not impossible, to measure. It is agreed that Xxxxx'x remedy at
law for such breach would be inadequate and, therefore, Xxxxx shall be entitled,
in addition to any other remedy available to him, temporary or permanent
injunctive relief to enjoin any breach of this provision.
SIXTH: Xxxxx shall not disparage or denigrate any CSL Person, in any
manner. It is specifically acknowledged and agreed that the restrictions
contained in the preceding sentence of this Paragraph SIXTH shall not restrict
Xxxxx from testifying truthfully or providing information if compelled to do so
by applicable law, or from freely communicating with his legal counsel.
Xxxxx acknowledges that his breach of the provisions contained in
this Paragraph SIXTH would cause irreparable damage to CSL. These damages would
be difficult, if not impossible, to measure. It is agreed that CSL's remedy at
law for such breach would be inadequate and, therefore, CSL shall be entitled,
in addition to any other remedy available to it, temporary or permanent
injunctive relief to enjoin any breach of this provision.
SEVENTH: The provisions of this Agreement are severable, and if any part
of it is found to be unenforceable, the other paragraphs shall remain fully
valid
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and enforceable. This Agreement shall survive the termination of any
arrangements contained herein.
EIGHTH: Each party represents to the other and agrees that it will keep
the terms, amount and fact of this Agreement completely confidential, and that
they will not hereafter disclose any information concerning this Agreement to
anyone except as required by law or as compelled to do so by order of a
governmental agency or court of law. Each party acknowledges that this Agreement
(but not the Exhibits hereto) shall be an exhibit to the Company's filings under
applicable securities laws.
NINTH: As a material inducement to enter into this Agreement, Xxxxx
irrevocably and unconditionally releases, acquits and forever discharges the CSL
Persons, from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts, and expenses (including attorneys' fees
and costs actually incurred), known or unknown, suspected or unsuspected, which
Xxxxx may have against the CSL Persons, including those arising out of Xxxxx'x
employment at and separation from CSL, including any alleged violations of the
Employment Agreement. Notwithstanding the foregoing, this release is not
intended to, and shall not relieve the CSL Persons of their respective duties,
obligations and liabilities pursuant to this Agreement, including the Exhibits
hereto which are incorporated herein by reference.
TENTH: As a material inducement to enter into this Agreement, CSL and
Interiors, Inc. ("Interiors"), on behalf of themselves and their respective
officers, directors, shareholders, employees and agents (collectively the
"Releasors") hereby irrevocably and unconditionally release, acquit and forever
discharge Xxxxx, from any and all charges, complaints, claims, liabilities,
obligations, promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts, and expenses (including
attorneys' fees and costs actually incurred), known or unknown, suspected or
unsuspected, which the Releasors may have against Xxxxx, including those arising
out of Xxxxx'x employment at and separation from CSL, including any alleged
violations of the Employment Agreement. Notwithstanding the foregoing, this
release is not intended to, and shall not relieve Xxxxx of his duties,
obligations and liabilities pursuant to this Agreement, including the Exhibits
hereto which are incorporated herein by reference.
ELEVENTH: Any controversy or claim arising out of, or relating to this
Agreement, or the making, performance or interpretation thereof (except for the
provisions of paragraphs FIFTH and SIXTH), shall be settled by arbitration in
the State of New York in accordance with the Rules of the American Arbitration
Association then existing, and judgment on the arbitration award may be entered
in any court having jurisdiction over the subject matter of the controversy.
Each party shall pay the fees and expenses of its respective witnesses and any
other expenses connected with presenting its claim; provided, however, that the
prevailing party shall be entitled, as part of any award, to recover its
attorneys' fees. Other costs of the arbitration, including
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the fees of the arbitrator, cost of any record or transcript of the arbitration,
administrative fees, and all other fees and costs, shall be borne equally (i.e.,
half and half) by the parties. Should either party institute any legal action or
administrative proceeding with respect to any claim released by this Agreement
or pursue any dispute or matter covered by this paragraph by any method other
than arbitration, the responding party shall be entitled to recover from the
other party all damages, costs, expenses and attorneys' fees incurred as a
result of such action.
TWELFTH: Each party represents and acknowledges to the other that in
executing this Agreement it does not rely, and has not relied, upon any
representation or statement not set forth in this Agreement made by the other
party or by any party's agents, representatives, or attorneys with regard to the
subject matter, basis or effect of this Agreement or otherwise.
THIRTEENTH: Each party represents and agrees that it has not previously
assigned or transferred to any person or entity all or any portion of any claim
covered by Paragraph NINTH or TENTH of this Agreement.
FOURTEENTH: This Agreement shall be binding upon and inure to the benefit
of the parties, their successors and assigns.
FIFTEENTH: This Agreement is made and entered into in the State of
California, and in all respects shall be interpreted, enforced and governed
under the laws of California except as provided in Paragraph ELEVENTH. The
language of all parts of this Agreement in all cases shall be construed as a
whole, according to its fair meaning, and not strictly for or against any of the
parties.
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SIXTEENTH: This Agreement, and Exhibit A, B and C which are hereby
incorporated herein by reference, set forth the entire agreement between the
parties hereto, and fully supersedes any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof.
Date of Execution:
--------------------------------------------
April 13, 1999. XXXX X. XXXXX
Date of Execution: CSL LIGHTING MANUFACTURING INC.
April 13, 1999.
By:
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Xxx Xxxx, Chief Operating Officer
Interiors, Inc. joins in this
Agreement with respect to its
obligations set forth in Paragraph
FIFTH and its release of Xxxxx set
forth in Paragraph TENTH hereof.
INTERIORS, INC.
By:
-----------------------------------------
Xxx Xxxx, Chief Executive Officer
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