CHOICES ENTERTAINMENT CORPORATION
SEPARATION AGREEMENT
May , 1998
SEPARATION AGREEMENT, made as of the ____ day of May, 1998, between
CHOICES ENTERTAINMENT CORPORATION, a Delaware corporation ("Choices") and
XXXX XXXXXX, XXXXXX XXXXXXXXXX, XXXX XXXXXXX and XXXXXXXX XXXXXX
("Resignees").
WHEREAS, the Resignees have in the past served or now are serving as
officers and/or directors of Choices, and
WHEREAS, the Resignees now desire to confirm their separate resignations
as officers and/or directors of Choices, and Choices wishes to accept such
resignations, and
WHEREAS, the parties desire to enter into a mutual release and to confirm
the existence and binding effect of certain stock options heretofore issued
by Choices to the Resignees.
IN CONSIDERATION of the mutual covenants and agreements contained herein,
the parties agree as follows:
1. RESIGNATION. Effective as of the date hereof, Xxxx Xxxxxx will resign
as the Chairman, President, Chief Executive Officer and a Director of
Choices, and Xxxx Xxxxxxx will resign as a Director of Choices.
2. ACCEPTANCE OF RESIGNATIONS. Choices acknowledges that Xxxxxxxx Xxxxxx
and Xxxxxx Xxxxxxxxxx have heretofore resigned as officers and/or directors
of Choices. Choices accepts, as of the date hereof, the resignations of Xxxx
Xxxxxx and Xxxx Xxxxxxx in the capacities described.
3. MUTUAL RELEASE. Choices for itself, its successors and assigns, does
hereby fully discharge and release the Releasees, their personal
representatives, heirs, successors and assigns, and Releasees for themselves,
their personal representatives, heirs, successors and assigns do hereby fully
discharge and release Choices, its successors and assigns from any damage,
action, cause of action or claim whatsoever that Choices may have against
Releasees, and that Releasees may have against Choices arising from or
related to the service of the Releasees as officers and/or directors of
Choices, whether known or unknown, liquidated or unliquidated and whether
enforceable under any local, state or federal charter, constitution, statute,
executive order, regulation or ordinance, or under the common law of the
United States, or of any of the states, territories or possessions thereof,
which arose or occurred from the beginning of time up to and including the
date of this Agreement.
4. INDEMNIFICATION OF RELEASEES. Choices shall indemnify, defend or hold
harmless each of the Releasees to the full extent authorized by the laws of
the State of Delaware from and against any loss, damage, liability, judgment
or claim (and related expenses including, but not limited to, attorneys' fees
and amounts paid in settlement) based upon or arising in whole or in part out
of the fact that the Releasee was a director of or officer of Choices.
5. CONFIRMATION OF OPTIONS. Choices herewith acknowledges and confirms
that the options set forth below were duly and
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validly issued by Choices to the individuals so named and are in full force
and effect in accordance with their stated terms.
Name Issue Date Exp. Date # of Options
---- ---------- --------- ------------
Xxxx Xxxxxx........... 1/31/91 1/31/01 1,000,000
2/9/94 1/31/01 375,000
Xxxxxxxx Xxxxxx....... 1/31/91 1/31/01 200,000
2/9/94 1/31/01 75,000
X. Xxxxxxxxxx......... 1/31/91 1/31/01 1,050,000
2/9/94 1/31/01 375,000
Xxxx Xxxxxxx.......... 1/31/91 1/31/01 90,000
9/27/95 9/27/00 100,000
2/13/97 2/13/02 50,000
6. GOVERNING LAW. The internal laws of Delaware (irrespective of its
choice of law principles) will govern this Agreement, the construction of its
terms, and the interpretation and enforcement of the rights and duties of the
parties hereto.
7. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original as against any party whose
signature appears thereon and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CHOICES ENTERTAINMENT CORPORATION
By /s/ Xxxxx Xxxx
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Xxxxx Xxxx
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/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
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