SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT ("AGREEMENT") dated as of July 17, 1998, between XXXXX
X. XXXXXXXX ("XXXXXXXX") and IMPERIAL WORLD, INC. ("IMPERIAL WORLD") and IWI
HOLDING LIMITED ("IWI") (collectively "the COMPANIES").
WHEREAS, XXXXXXXX has been employed by IMPERIAL WORLD a wholly-owned
subsidiary of IWI, since July 1, 1996, under the terms of an employment contract
which is effective until June 30, 2001 (the "EMPLOYMENT CONTRACT"); and
WHEREAS, the COMPANIES and XXXXXXXX wish to terminate the EMPLOYMENT
CONTRACT effective July 17, 1998; and
WHEREAS, the COMPANIES and XXXXXXXX desire to effectuate a final settlement
and compromise of all matters that are or could be in controversy, and which
directly or indirectly relate to or arise out of XXXXXXXX'X employment
relationship with the COMPANIES;
NOW THEREFORE, in consideration of the mutual covenants and promises herein
contained, XXXXXXXX and the COMPANIES agree as follows:
1. Termination. The parties hereby terminate the EMPLOYMENT CONTRACT effective
at 3:00 p.m. Central Standard Time, July 17, 1998.
2. Fees And Compensation. Coincident with the execution of this AGREEMENT and
in consideration for the termination of the EMPLOYMENT CONTRACT, XXXXXXXX
will receive the following:
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Salary through July 17, 1998 less applicable withholding and payroll taxes.
Severance in the amount of NINETY-FIVE THOUSAND DOLLARS and NO/100 DOLLARS
($95,000) and consulting fees in the amount of ONE HUNDRED and FIFTY
THOUSAND and NO/100 DOLLARS ($150,000) in return for rendered services as
needed between July 20, 1998 and December 31, 1998 to be paid as outlined
in Exhibit A. If any payment is not received by XXXXXXXX in accordance with
Exhibit A, the entire balance will be immediately due in full.
July's car allowance in the amount of ONE THOUSAND and NO/100 DOLLARS
($1000).
ONE THOUSAND NINE HUNDRED and EIGHTY SIX and 21/100 DOLLARS ($1,986.21) in
expenses submitted and not reimbursed.
Any expenses incurred on behalf of the COMPANIES through July 17, 1998 that
must be submitted by August 31, 1998.
Matching contributions to XXXXXXXX'x 401K account based on elected
contributions made by XXXXXXXX from the severance as stated in paragraph 2.
The details is shown in Exhibit A.
Title to the DELL Latitude LM laptop computer in XXXXXXXX'X possession,
which the parties agree has a fair market value of ONE THOUSAND FIVE
HUNDRED and NO/100 DOLLARS ($1,500.00).
3. Consulting Agreement. XXXXXXXX hereby agrees to provide consulting services
for up to 40 hours as requested by the COMPANIES from July 20, 1998 to
December 31, 1998. XXXXXXXX will be available by telephone and able to
attend meetings as necessary. The COMPANIES recognize that XXXXXXXX may be
involved in other activities that might limit participation at certain
times. Fees as specified in paragraph 2 and Exhibit A will be due
regardless of the time spent or scope of the consulting service provided.
The COMPANIES will reimburse XXXXXXXX his reasonable out-of-pocket AND
TRAVEL EXPENSES.
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4. Indemnification. The COMPANIES shall indemnify XXXXXXXX and hold him
harmless against any and all damages, expenses and attorney's fees relating
to any Claim (as hereinafter defined). As used herein, "Claim" means any
threatened, pending or completed action, suit, proceeding, alternative
dispute resolution mechanism, inquiry, hearing or investigation by or
concerning the COMPANIES, any of their subsidiaries or affiliates, or any
other officer, director, employee or agent, including XXXXXXXX. XXXXXXXX
agrees to cooperate and testify, if required, in litigation involving the
COMPANIES, as he may be reasonably requested, and the COMPANIES will pay
XXXXXXXX a per diem rate equal to the greater of $500 or 25% of his then
current weekly salary for each day, or part thereof, he spends in
connection with such litigation. In addition, the COMPANIES will reimburse
XXXXXXXX for his reasonable out-of-pocket and travel expenses.
5. Health Insurance. IWI shall provide XXXXXXXX with continued health and
dental insurance for family coverage at no cost to XXXXXXXX through July
31, 1999 or until XXXXXXXX is covered by another such policy, whichever
occurs first. IWI shall make continued health and dental insurance
available under COBRA after July 31, 1999, if XXXXXXXX is not covered by
another policy at that time.
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6. COMPANIES To Provide References And Refrain From Disparaging. Remarks. The
COMPANIES agree that they will provide XXXXXXXX with favorable references
should they be asked to do so and they further agree that neither they nor
any of their directors, officers, employees or agents will disparage
XXXXXXXX or any of his services to the COMPANIES at any time or in any
manner whatsoever. XXXXXXXX agrees that he will not disparage the COMPANIES
or any of their directors, officers, employees or agents.
7. Waiver of Non-compete. The COMPANIES hereby waive and release XXXXXXXX from
all non-compete restrictions as outlined in the EMPLOYMENT CONTRACT between
XXXXXXXX and the COMPANIES.
8. Non-Disclosure Agreement. XXXXXXXX acknowledges that the information,
techniques, processes, developments, work in progress, and any other trade
secret or other secret or confidential information relating to the
COMPANIES' are valuable, special and unique assets of the COMPANIES'
business. Therefore, XXXXXXXX agrees to hold in strictest confidence and
not disclose, reproduce, publish or use in any manner, without the
expressed authorization of the Board of Directors of the COMPANIES, any
information, design, manufacturing technique, process, trade secrets or any
other secrets or confidential matter related to any aspect of the
COMPANIES' business.
9. Security Agreement. In order to secure payments, the COMPANIES agree to
sign a security agreement which XXXXXXXX understands would be subject to
the approval of any lending institution and subordinated to any debt due to
a lending institution and any other previously filed security agreements.
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10. Sale of the COMPANIES or Assets. If the stock or principal assets of the
COMPANIES are sold before the final payment being made as specified in this
AGREEMENT, the COMPANIES agree to immediately pay the entire outstanding
balance of this AGREEMENT at closing.
11. Release Of COMPANIES. Subject to the terms and conditions of this
AGREEMENT, XXXXXXXX, individually, and on behalf of his heirs, assignees
and legal representatives, hereby releases and forever discharges the
COMPANIES and their directors, officers, employees, and agents, past,
present and future, and their representative successors and assignees
(hereinafter collectively referred to as the Releases"), from any and all
known and unknown actions, causes of action, claims, damages, suits,
obligations, agreements, attorneys' fees or any other liabilities of any
kind whatsoever which have or could be asserted the Releases arising out of
or related to his employment with and/or separation from employment with
the COMPANIES and/or any of the other Releases and/or any other occurrence
up to and including the date of this AGREEMENT, including all claims of
discrimination of any kind under state, federal, or local law.
12. Release Of XXXXXXXX. Subject to the terms and conditions of this AGREEMENT,
the COMPANIES hereby irrevocably waive, release and discharge XXXXXXXX from
any and all actions, causes of action, claims, damages, suits, obligations,
agreements, attorneys' fees or other liabilities, known or unknown, pending
or threatened, which the COMPANIES now have, own or hold, or claim to have,
own or hold, or which the COMPANIES at any time heretofore had, owned, or
held, or claimed to have had, owned, or held, as of the date of this
AGREEMENT.
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13. Right To Consult Attorney. XXXXXXXX acknowledges that he has been given
twenty-two (22) days to consider this AGREEMENT thoroughly, that he has
been encouraged to consult with his personal attorneys before signing the
AGREEMENT, and that he did so consult with his personal attorney before he
signed the AGREEMENT.
14. Right Of Revocation. XXXXXXXX understands that he may revoke his agreement
within seven (7) days after its signing, that any revocation must be made
in writing and submitted within such seven-day period to Xxxxxx X. Xxx of
IMPERIAL WORLD, INC., and if he does so revoke this AGREEMENT, he will be
required to reimburse the COMPANIES the funds advanced to him under the
provisions of paragraph 2 above.
15. Acknowledgment Of Release. SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, XXXXXXXX AND THE COMPANIES AGREE AND UNDERSTAND THAT THIS
AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
16. Severability. The parties hereto acknowledge and agree that if any
provision of this AGREEMENT is found, held or deemed by a court of
competent jurisdiction to be void, unlawful or unenforceable under any
applicable statute or controlling law, the remainder of this AGREEMENT
shall remain in full force and effect.
17. Governing Law. This AGREEMENT shall be governed by the internal laws of the
State of Illinois.
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18. Notices. All notices or communications hereunder shall be in writing,
addressed as follows:
To the COMPANIES:
IWI Holding Limited
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
To XXXXXXXX: with a copy to:
Xxxxx X. Xxxxxxxx Xx. Xxxxxx X. Xxxxxx Esq.
85 Ventura Court Meltzer, Purtill, & Stelle
Xxxxxxxxxx, Xxxxxxxx 00000 Schaumburg Corp. Center, Suite 250
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
19. Entire Agreement. This AGREEMENT represents the complete and entire
AGREEMENT between XXXXXXXX and the COMPANIES, and there are no conflicting,
additional, or supplementary oral terms or conditions between the parties
with respect hereto. Further, this AGREEMENT supersedes all prior
agreements, oral or written, including, but not limited to XXXXXXXX'X
EMPLOYMENT CONTRACT with IMPERIAL WORLD, INC. This AGREEMENT may be amended
at any time by the mutual written agreement signed by the parties.
20. Counterparts. This AGREEMENT may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. IN WITNESS WHEREOF XXXXXXXX, the
COMPANIES have caused this AGREEMENT to be executed as of July 17, 1998.
/s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
By: /s/ Xxxxxx X. Xxx
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XXXXXX X. XXX
Senior Vice-President/COO
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