SETTLEMENT AGREEMENT
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This Agreement made this _____ day of June, 2001 by and between X.
Xxxxxx XxXxxxxxx ("XxXxxxxxx") and Holiday RV Superstores, Inc. d/b/a Recreation
USA ("Holiday").
WHEREAS, Holiday is the former employer of XxXxxxxxx who has brought
certain claims against Holiday which are the subject of that certain arbitration
case pending before the American Arbitration Association ("AAA"), Case Number 33
160 OOO54 01, styled "X. Xxxxxx XxXxxxxxx, Claimant vs. Holiday RV Superstores,
Inc., Respondent", ("Arbitration Case") and
WHEREAS, Holiday has asserted certain claims against XxXxxxxxx which
are also pending before the AAA in the Arbitration Case, and
WHEREAS, the parties have agreed to resolve all claims which each has
against the other whether such claims or obligations are the subject of the
Arbitration Case or not.
Now, therefore, in consideration of the promises more fully set forth
herein, the parties hereby agree as follows:
1. Cash Payment by Holiday to XxXxxxxxx. On or before 5:00 p.m.,
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June 26, 2001, Holiday shall cause to be paid to XxXxxxxxx the sum of
$20,000.00, which monies shall be transferred to the Trust Account of the law
firm of XxXxxxxxx'x counsel, Xxxxx X. Xxxxxx ("Xxxxxx"), via wire transfer in
accordance with instructions to be provided by Xxxxxx to Holiday immediately
upon the execution of this Agreement by both parties.
2. Transfer of Unrestricted Common Shares of Holiday to
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XxXxxxxxx. As soon as is possible, but in no event no later than 5:00 p.m. on
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June 29, 2001, Holiday shall cause to be transferred to XxXxxxxx 65,000 shares
of Holiday's free trading, unrestricted common stock, free and clear of all
liens and encumbrances, which shares shall be deposited in account number
00000000 in the names of "X. Xxxxxx XxXxxxxxx and Xxxxxxx X. XxXxxxxxx" at
Xxxxxxx Xxxxx & Associates, Inc. XxXxxxxxx agrees that if and when these shares
are to be sold, that the broker responsible for trading these shares shall be
Xxxxx Xxxx of Xxxxxxx Xxxxx & Associates, Inc.
3. Dismissal of Arbitration Case. Provided that the cash payment
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as set forth in paragraph 1 and the stock transfer as set forth in paragraph 2
are made pursuant to the terms and conditions of this Agreement, XxXxxxxxx and
Holiday shall notify AAA that the matters which are the subject of the
Arbitration Case have been settled and that the Arbitration Case should be
dismissed, with each party to bear its own costs and attorneys' fees. In event,
either the cash payment as set forth in paragraph 1, or the stock transfer as
set forth in paragraph 2, are not made, the Arbitration Case will proceed to
final hearing as it is presently scheduled.
4. Release of Holiday by XxXxxxxxx. Provided that the cash
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payment as set forth in paragraph 1 and the stock transfer as set forth in
paragraph 2 are made, XxXxxxxxx hereby releases Holiday from any and all
actions, causes of action, debts, accounts, contracts agreements, controversies,
judgments, damages, claims, obligations and liabilities of any kind or nature
whatsoever, known or unknown, suspected or unsuspected, contingent or fixed,
which XxXxxxxxx has or may ever have had, owned or held at any time prior to the
execution hereof whether based in contract, tort, statute or any other legal or
equitable theory of recovery from the beginning of the world to the day of these
presents. This release shall inur to the benefit of and be binding upon the
successors, assigns, heirs, executors and administrators of Holiday. If,
however, either the cash payment provided for in paragraph 1 or the stock
transfer provided for in paragraph 2 are not made pursuant to the terms and
conditions of this Agreement, then this release shall be of no force and effect.
5. Release of XxXxxxxxx by Holiday. Subject to the provisions of
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paragraph 6 below, Holiday hereby releases XxXxxxxxx from any and all actions,
causes of action, debts, accounts, contracts agreements, controversies,
judgments, damages, claims, obligations and liabilities of any kind or nature
whatsoever, known or unknown, suspected or unsuspected, contingent or fixed,
which Holiday has or may ever have had owned or held at any time prior to the
execution hereof whether based in contract, tort, statute or any other legal or
equitable theory of recovery from the beginning of the world to the day of these
presents. This release shall inur to the benefit of and be binding upon the
successors, assigns, heirs, executors and administrators of XxXxxxxxx.
6. Survival of XxXxxxxxx'x Prior Directors' Option. Nothing in
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this Agreement shall be construed or interpreted to have any effect or impact
upon the option on 10,000 shares of Holiday's common stock issued to XxXxxxxxx
as a prior director of Holiday, which option shall remain in full force and
effect under the terms and conditions under which said option was issued.
7. Governing Law. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Florida.
8. Survivability. The legal invalidity or unenforceability of
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any provision of this Agreement shall not affect the validity or enforceability
of any other provision, and in the case that any part of this Agreement is
determined to be invalid or unenforceable this Agreement shall be construed as
if such invalid or unenforceable provision was omitted.
9. Signature Via Facsimile Deemed to be Same as an Original. The
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parties hereto agree that a signature executed and transmitted via facsimile
shall be deemed an original signature on this document for all intents and
purposes.
Witnessed on June _____, 2001.
Printed Name: ______________________ ___________________________(SEAL)
X. Xxxxxx XxXxxxxxx
______________________
Printed Name: _______________________
_______________________
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this _____ day of
June, 2001, by X. Xxxxxx XxXxxxxxx, who is personally known to me or has
produced ____________________________ (type of identification) to me.
________________________________
(Notarial Seal) Notary Public - State of Florida
Printed Name:___________________
Commission No.:_________________
My Commission Expires:__________
Holiday RV Superstores, Inc.,
a Delaware Corporation
Witnessed on June _____, 2001.
Printed Name: _____________________ By:________________________(SEAL)
Xxxxxxx Xxxxx, Chairman
_____________________
Printed Name: _______________________
____________________________
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this _____ day of
June, 2001, by Xxxxxxx Xxxxx, as Chairman of Holiday RV Superstores, Inc. who is
personally known to me or has produced ____________________________ (type of
identification) to me.
________________________________
(Notarial Seal) Notary Public - State of Florida
Printed Name:___________________
Commission No.:_________________
My Commission Expires:__________
