EXHIBIT 10.19
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT made as of the 29th day of September, 1995,
by and between CORE TECHNOLOGIES (PENNSYLVANIA), INC., a Delaware corporation
having offices at 000 Xxxxxx Xxxxx, Xxxxx, Xxxxxxxxxxxx 00000 (hereinafter, the
"Company") and XXXXXX XXXXXXX, an individual having an address at 0000 Xxxxx
Xxxx, Xxxxx Xxxxx, Xxxxxxxx 00000 (hereinafter, "Pisarra"),
W I T N E S S E T H:
WHEREAS, Corel, Inc., a Delaware corporation and a subsidiary of the
Company (hereinafter "Corel") and Pisarra entered into a certain Common Stock
Purchase Agreement as of December 29, 1989 (hereinafter the "Purchase
Agreement") pursuant to which Corel agreed to sell to Pisarra 100 shares of
common stock of Corel, par value $.01 per share (hereinafter, the "Pisarra
Stock"), and Pisarra agreed to purchase the Pisarra Stock, for the aggregate sum
of $7,500.00; and
WHEREAS, Pisarra acquired the Pisarra Stock from Corel as set forth in
the Purchase Agreement and also acquired the right (hereinafter, the "Put")
under Section 7 of the Purchase Agreement to sell to Corel, and to require Corel
to purchase, all of the Pisarra Stock for a price to be determined as set forth
in Section 7(a) of the Purchase Agreement; and
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WHEREAS, Pisarra gave notice of his exercise of the Put as required by
Section 7(b) of the Purchase Agreement by a letter to Corel dated October 17,
1994; and
WHEREAS, Corel was unable to purchase the Pisarra Stock as otherwise
required under the Purchase Agreement because the purchase of the Pisarra Stock
would have impaired the capital of Corel and also would have violated agreements
to which Corel is subject; and
WHEREAS, Pisarra is now willing to relinquish his right to exercise the
Put, and also is willing to transfer to the Company all of the Pisarra Stock, in
consideration for his receipt of 150,000 shares of the common stock of the
Company, par value $.01 per share, as provided in this Settlement Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Transfer and Release. In consideration of the Company's issuance to
Pisarra of 150,000 shares of common stock of the Company, par value $.01 per
share, Pisarra hereby:
(a) transfers to the Company all of the Pisarra Stock and also agrees
to sign and deliver any stock powers that may be required in connection with
such transfer, and
(b) releases, remises, acquits and forever discharges the Company and
Corel and their respective predecessors, successors, assigns, past, present and
future directors, officers, shareholders, employees, agents, consultants,
attorneys and representatives, of and from any and all actions, causes of
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action, claims, suits, demands, rights, damages, losses, costs, expenses, fees
(including attorneys fees), accounts, judgments, executions, debts, obligations
and any and all liabilities of any kind or nature whatsoever, either in law or
in equity, whether known or unknown, suspected or unsuspected, that Pisarra ever
had, now has or may have or claim to have in the future, arising out of, based
upon or in any way related to, the Pisarra Stock, the Purchase Agreement
(including all rights of Pisarra under the Purchase Agreement), the Put
(including the inability to consummate the Put as contemplated under the
Purchase Agreement) or that certain Agreement dated December 31, 1988 by and
between the Company and OfficeWorks, Inc.
2. Issuance of Company Stock. In consideration of Pisarra's transfer of
the Pisarra Stock to the Company and Pisarra's execution of this Agreement,
including the preceding release provisions, the Company hereby issues to Pisarra
150,000 shares of common stock of the Company, par value $.01 per share
(hereinafter, the "Common Stock").
3. Representations and Warranties of Pisarra. Pisarra hereby represents
to the Company as follows:
(a) Experience. Pisarra has substantial experience in evaluating and
investing in companies similar to the Company, so that Pisarra is capable of
evaluating the merits and risks of his investment in the Company. Pisarra has
received such independent advice and counsel, and has reviewed such reports and
information (including the reports and information described in paragraph (d)
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below), as Pisarra has deemed necessary for the purpose of evaluating his
purchase of the Common Stock.
(b) Stock Restrictions. Pisarra acknowledges that the shares of Common
Stock are "restricted securities" as that term is defined in Rule 144 under the
Securities Act of 1933 (hereinafter the "Securities Act") in that they have not
been and will not be registered under the Securities Act or any state securities
laws, that the sale or other transfer of the Common Stock will be subject to
restrictions to assure compliance with applicable securities laws, and that
certificates representing these securities will bear a legend evidencing these
restrictions. The Common Stock cannot be sold or transferred unless it is
subsequently registered under applicable law or an exemption from registration
is available. The Company has no obligation to register or assist in the
registration of the Common Stock. Rule 144 under the Securities Act will be
available, if at all, to permit a public resale of the Common Stock only after
two years have elapsed from the issuance of the Common Stock pursuant to this
Settlement Agreement. In addition, Pisarra understands that the market for the
Common Stock is limited, and therefore Pisarra may be required to hold such
securities and bear the economic risk of an investment in the Company for an
indefinite period.
(c) Investment. Pisarra is acquiring the Common Stock solely for his
own account, for investment, and not with a view to or in connection with any
public resale or distribution of the Common Stock. Pisarra acknowledges that the
Company is relying on the preceding representation in determining that the
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Common Stock may be issued to Pisarra without registration under Federal or
state securities laws.
(d) Access to Reports and Information. Pisarra has reviewed the
Company's Annual Report on Form 10-KA, filed with the Securities and Exchange
Commission on August 3, 1995, as amended, the Company's quarterly report on Form
10-Q for the quarter ended June 30, 1995, and the Company's Current Report on
Form 8-K dated August 25, 1995, and Pisarra has had the opportunity to ask
questions of, and request additional information regarding the business,
finances and affairs of the Company from, officers of the Company. All questions
have been answered and all information which has been requested has been
provided to the satisfaction of Pisarra.
(e) Authorization. This Settlement Agreement, when executed and
delivered by Pisarra, will constitute the valid and legal binding obligation of
Pisarra, enforceable in accordance with its terms.
4. Governing Law. This Settlement Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of Delaware,
without reference to those provisions governing conflict of laws.
5. Parties Bound. This Settlement Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto, and their respective heirs,
executors, administrators and successors.
6. Entire Agreement. This Settlement Agreement constitutes the entire
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understanding of the parties hereto with respect to the subject matter hereof
and no modification or change will be made to this Settlement Agreement unless
it is reduced to a writing signed by both of the parties hereto. If any one or
more of the provisions of this Settlement Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Agreement will not be affected thereby. To the
extent permitted by law, each party waives any provision of law which renders
any provision of this Settlement Agreement invalid, illegal, or unenforceable in
any respect.
IN WITNESS WHEREOF, the parties hereto have executed this Settlement
Agreement as of the day and year first above written.
ATTEST: (Corporate Seal) CORE TECHNOLOGIES (PENNSYLVANIA),
INC.
_________________________ By:_____________________________
WITNESS: _______________ ________________________________
XXXXXX XXXXXXX
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