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EXHIBIT 10.19
MUTUAL GENERAL RELEASE
For a valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Xxxxx X. Xxxxxxx ("Employee") and ARV assisted Living, Inc.
(the "Company") (collectively the "Parties") do hereby release and forever
discharge the "Releasees" herein, consisting of each other and each of their
respective parents, subsidiaries, associates, owners, stockholders,
predecessors, successors, heirs, assigns, employees, agents, directors,
officers, partners, representatives, lawyers, and all persons acting by,
through, under, or in concert with them, or any of them, of and from any and all
manner of action or actions, causes or causes of action, in law or in equity,
suits, debts, liens, contracts, agreements, promises, liabilities, claims,
demands, damages, losses, costs or expenses, of any nature whatsoever, known or
unknown, fixed or contingent (hereinafter called "Claims"), which they now have
or may hereafter have against the Releasees by reason of any and all acts,
omissions, events or facts occurring or existing prior to the date hereof,
except as expressly provided herein. The Claims released hereunder include,
without limitation, any alleged breach of any employment agreement; any alleged
breach of any covenant of good faith and fair dealing, express or implied; any
alleged torts or other alleged legal restrictions relating to the Employee's
employment and the termination thereof; and any alleged violation of any
federal, state or local statute or ordinance including, without limitation,
Title VII of the Civil Rights Act of 1964, as amended, the Federal Age
Discrimination in Employment Act of 1967, as amended, the California Fair
Employment and Housing Act. This Release shall not apply to Employee's right to
retirement and/or employee welfare benefits that have vested and accrued prior
to his separation from employment with the Company; Employee's rights to
indemnification under the Company's policies, existing agreements with the
Company, by-laws or any partnership agreement; or the Parties' rights under the
Separation Agreement executed concurrently herewith.
EMPLOYEE AND THE COMPANY ACKNOWLEDGE THAT HE AND IT ARE FAMILIAR WITH
THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
EMPLOYEE AND THE COMPANY BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY
WAIVE ANY RIGHTS HE AND/OR IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER
STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF
1990, EMPLOYEE IS AWARE OF THE FOLLOWING WITH RESPECT TO HIS RELEASE OF ANY
CLAIMS UNDER THE AGE DISCRIMINATION AND EMPLOYMENT ACT ("ADEA"):
(i) HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE
SIGNING THIS MUTUAL GENERAL RELEASE;
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(ii) HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS MUTUAL
GENERAL RELEASE; AND
(iii) HE HAS SEVEN (7) DAYS AFTER SIGNING THIS MUTUAL GENERAL
RELEASE TO REVOKE THIS AGREEMENT, AND THIS AGREEMENT
WILL NOT BE EFFECTIVE AS TO ANY ADEA CLAIM UNTIL THE
EIGHTH (8TH) DAY FOLLOWING EMPLOYEE'S SIGNING THIS
MUTUAL GENERAL RELEASE.
Consequences of Revocation. In the event that Employee should elect to
revoke this agreement as described in the paragraph above, this Mutual General
Release shall be null and void in its entirety, and that certain Separation
Agreement executed concurrently with this Mutual General Release shall also be
null and void in its entirety.
The parties represent and warrant to the Releasees that there has been
no assignment or other transfer of any interest in any Claim which either
Parties may have against the Releasees, or any of them, and that each of the
Parties agrees to indemnify and hold the Releasees harmless from any liability,
claims, demands, damages, costs, expenses and attorneys' fees incurred as a
result of any person asserting any such assignment or transfer of any rights or
Claims under any such assignment or transfer from such Party.
Each of the Parties agrees that if he or it hereafter commences, joins
in, or in any manner seeks relief through any suit arising out of, based upon,
or relating to any of the Claims released hereunder or in any manner asserts
against the Releasees any of the claims released hereunder, then the party
asserting such claim(s) will pay to the Releasees against whom such claim(s) is
asserted, in addition to any other damages caused thereby, all attorneys' fees
incurred by such Releasees in defending or otherwise responding to said suit or
Claim.
The parties further understand and agree that neither the payment of
money nor the execution of this Release shall constitute or be construed as an
admission of any liability whatsoever by the Releasees.
/s/ XXXXX X. XXXXXXX As of 12/31/97
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Xxxxx X. Xxxxxxx Date
ARV Assisted Living, Inc.
By: /s/ XXXXXX X. XXXXXXXXX As of 12/31/97
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Xxxxxx X. Xxxxxxxxx Date
Its: Chairman
