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EXHIBIT 10.20
CONFIDENTIAL SETTLEMENT AGREEMENT
AND MUTUAL GENERAL RELEASE
This Confidential Settlement Agreement and Mutual General Release is
entered into by Graphix Zone, Inc. (hereinafter the "Company") and Xxxxxxx
Xxxxxxxxx, for himself and his heirs, successors, and assigns (hereinafter
collectively "Xxxxxxx Xxxxxxxxx"), and Xxxxxx Xxxxxxxxx, for herself and her
heirs, successors, and assigns (hereinafter collectively "Xxxxxx Xxxxxxxxx")
effective as of May 30, 1997.
WHEREAS, various differences and issues have arisen between the Company
on the one hand, and Xxxxxxx and Xxxxxx Xxxxxxxxx on the other hand, and
WHEREAS, all three parties desire to resolve all differences by the
terms of this agreement and with no admission of any wrongdoing of any kind by
any party.
NOW, THEREFORE, the parties agree as follows:
XXXXXXX XXXXXXXXX
1. Xxxxxxx Xxxxxxxxx agrees to pay the Company $10,000 regarding
various expenses he charged to the Company (the "Expense Amount"). Xxxxxxx and
Xxxxxx Xxxxxxxxx agree that they will pay the Expense Amount; provided,
however, that the Expense Amount will be reduced by the $5,000 owed to Xxxxxx
Xxxxxxxxx by the Company which is referenced under
Initialed: /s/DH
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/s/CC/AC
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paragraph 6 of this Agreement, and Xxxxxx Xxxxxxxxx hereby authorizes the
Company to use said $5,000 owed to her as partial payment of the Expense
Amount. As a condition to the Company signing this Agreement, Xxxxxxx Xxxxxxxxx
will pay the $5,000 balance owed to the Company on the date on which the
parties execute and deliver this Agreement.
2. The Company agrees to waive any claim that Xxxxxxx Xxxxxxxxx owes
the Company any additional amount regarding such charges or otherwise.
3. Xxxxxxx Xxxxxxxxx agrees that he is not owed any money by the
Company based on his Amended and Restated Employment Agreement entered into as
of October 28, 1996 or on any other basis.
4. Xxxxxxx Xxxxxxxxx agrees to waive any and all rights which he had or
may have under said Amended and Restated Employment Agreement, including but
not limited to specifically waiving any and all rights to any health benefits
under Section 3(d) of said Agreement.
5. Except as specifically stated in paragraph 1, Xxxxxxx Xxxxxxxxx and
the Company hereby agree to waive any and all claims which either had or may
have against the other for any reason (contract, covenant, tort, statute,
public policy, or otherwise, without exception) on or before the effective date
of this agreement. It is further understood and agreed that as a condition of
this agreement,
Initialed: /s/DH
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/s/CC/AC
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all rights under Section 1542 of the Civil Code of the State of California are
expressly waived by Xxxxxxx Xxxxxxxxx and the Company. Such section reads 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."
XXXXXX XXXXXXXXX
6. With the exception of $5,000 which the Company and Xxxxxx Xxxxxxxxx
agree that the Company owes to her under Section 3(b) of the Amended and
Restated Employment Agreement entered into as of October 28, 1996 between the
Company and Xxxxxx Xxxxxxxxx (the "AC Employment Agreement"), Xxxxxx Xxxxxxxxx
agrees that she is not owed any money by the Company based on the AC Employment
Agreement or on any other basis. Xxxxxx Xxxxxxxxx hereby acknowledges and
consents to the use of the $5,000 to be paid to her under the AC Employment
Agreement as an offset to the Expense Amount that Xxxxxxx Xxxxxxxxx owes to the
Company pursuant to paragraph 1 of this Agreement.
Initialed: /s/DH
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/s/CC/AC
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7. Xxxxxx Xxxxxxxxx agrees to waive any and all other rights
which she had or may have under the AC Employment Agreement including, but not
limited to specifically waiving any and all rights to any health benefits under
Section 3(d) of the AC Employment Agreement.
8. Except as specifically stated in paragraph 6, Xxxxxx Xxxxxxxxx
and the Company hereby agree to waive any and all claims which either had or
may have against the other for any reason (contract, covenant, tort, statute,
public policy, or otherwise, without exception) on or before the effective date
of this agreement. It is further understood and agreed that as a condition of
this agreement, all rights under Section 1542 of the Civil Code of the State of
California are expressly waived by Xxxxxx Xxxxxxxxx and the Company. Such
section reads 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."
Initialed: /s/DH
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/s/CC/AC
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GENERAL PROVISIONS
9. The employment agreements referred to herein are deemed
terminated and of no force and effect, except that paragraph 5 of both
agreements remains in effect in accordance with its terms. Otherwise, this
document represents the sole and entire agreement between the Company on the
one hand and Xxxxxxx and Xxxxxx Xxxxxxxxx on the other, and supersedes any
other prior agreements or understandings, express or implied.
10. Xxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx agree that their releases
of the Company above include the Company and all of its related and subsidiary
entities, predecessors, successors, assigns, directors, officers, employees,
agents, attorneys and representatives of the Company.
11. The parties agree that nothing contained in this Agreement,
including but not limited to the Releases set forth herein, shall or does
affect or diminish any of the Cortrights' rights relating to stock in the
Company.
12. All parties hereto agree to keep this agreement in confidence
and not to disclose the contents thereof to any other person, including but not
limited to any current, former, or future employee, customer, or vendor of the
Company. The only exceptions are required disclosures by the Company under
applicable securities laws,
Initialed: /s/DH
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/s/CC/AC
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tax and legal advisors, and governmental taxing authorities to the extent
disclosure is required by law.
13. Any dispute hereafter arising between the Company and either or
both of the Cortrights, including but not limited to any dispute pertaining to
the formation, validity, interpretation, effect or alleged breach of this
Agreement, or any act which allegedly has or would violate any provision of
this Agreement, will be submitted to arbitration in Orange County, California.
The arbitrator will be selected and such arbitration shall be conducted in
accordance with the Employment Arbitration Rules of the American Arbitration
Association and shall be the exclusive remedy for any such claim or dispute,
in lieu of any court action, which is hereby waived. Should either Xxxxxxx or
Xxxxxx Xxxxxxxxx or the Company hereafter institute any legal action or
administrative proceeding against the other or the released parties with
respect to any claim waived by this Agreement or pursue any dispute or matter
covered by this paragraph by any method other than said arbitration, the
responding party shall be entitled to recover from him all damages, costs,
expenses, and attorneys' fees incurred as a result of such action.
14. In the event any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect by
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Initialed: /s/ DH
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/s/ CC/AC
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a Court of competent jurisdiction, the remaining provisions shall remain in
full force and effect, and shall be interpreted in such manner as to best
fulfill the purpose and intent of this Agreement.
Dated: October 13, 1997 Dated: October 13, 1997
GRAPHIX ZONE, INC. XXXXXXX XXXXXXXXX
By: /s/ XXXXXXX XXXXXXXXX
By: /s/ XXXXX X. XXXXXXXXXX ----------------------
------------------------ Xxxxxxx Xxxxxxxxx
Xxxxx X. Xxxxxxxxxx
President and Chief
Executive Officer XXXXXX XXXXXXXXX
By: /s/ XXXXXX XXXXXXXXX
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Xxxxxx Xxxxxxxxx
APPROVED:
/s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx, Esq.
Attorney for Xxxxxxx and
Xxxxxx Xxxxxxxxx
