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EXHIBIT 10.53
AGREEMENT OF DISCHARGE AND GENERAL RELEASE
BETWEEN
[GLOBAL LYCEUM],
EDISON SCHOOLS INC.,
XXXXX XXXXX,
XXXXXXXX XXXXXXXX,
and
XXXXXXX XXXX
Agreement entered into this 1st day of May, 2000 between Global Lyceum,
Inc. ("Company"), Edison Schools Inc. ("Edison"), Xxxxx Xxxxx ("Flake"),
Xxxxxxx Xxxxxxxx ("Xxxxxxxx") and Xxxxxxx Xxxx ("West") (hereinafter, Flake,
Mitchell, and West are together referred to as "Employees").
Whereas, Employees were employed by Company; and
Whereas, during the course of their employment by Company, employees
obtained certain information which may have been proprietary to the Company; and
Whereas, Employees' employment terminated on April 30, 2000; and
Whereas, Edison has chosen to employ Employees, and Employees have
agreed to be employed by Edison; and
Whereas, Edison has agreed to pay to the Company $200,000 as reimbursement
for any expenses the Employees have incurred in connection with the development
of the Company's business and in consideration for the Company's agreement a)
not to compete with Edison for five years from the date of this Agreement b) to
release the Employees from any obligations they may owe to the Company and c) to
waive any claims it may have against Edison arising from the employment by
Edison of the Employees;
NOW, THEREFORE, in consideration of the payments to be made by Edison to
Company, the mutual promises contained herein, and other good and valuable
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consideration, the adequacy of which both parties hereby acknowledge, the
parties agree as follows:
A. General Provisions
1. Reference to "Company" when used in this Agreement and General Release
shall include Company, its parents, divisions, subsidiaries and affiliates, its
and their successors, predecessors or assigns, and their respective
shareholders, officers, directors, employees, agents and representatives, their
heirs, executors, administrators, successors and assigns.
2. Reference to "Edison" when used in this Agreement and General Release
shall include Edison, its divisions, subsidiaries and affiliates, its and their
successors or assigns, and their respective shareholders, officers, directors,
employees, agents and representatives, their heirs, executors, administrators,
successors and assigns.
3. This Agreement constitutes the entire Agreement between Edison, the
Employees, and Company with respect to all matters covered in this Agreement or
relating to Employee's employment or termination of employment with Company.
This Agreement supersedes any prior agreements between Edison, Company and each
of the Employees. This Agreement may not be changed orally.
4. By agreeing to this Agreement, neither Company nor Edison nor any of
the Employees acknowledge any violation of any federal, state, or local law,
ordinance, rule, or regulation, contract, or common law requirement, duty or
obligation.
5. This Agreement is made and entered into in the State of New York and
shall in all respects be interpreted, enforced and governed under the laws of
said State. The language of all parts of this Agreement shall in all cases be
construed as a whole, according to its fair meaning, and not strictly for or
against either of the parties.
6. Edison shall have no duties or liabilities towards Company except as
set forth below.
X. Xxxxxx'x Payment
In consideration for the Company's promises below and as reimbursement for
any expenses the Employees have incurred in connection with the development of
the
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Company's business, Edison agrees to pay Company cash consideration of $100,000
on May 1, 2000 and $100,000 on August 1, 2000.
C. Company's Promises and Consideration to Employee
In consideration for the payment described above, Company promises as
follows:
1. Agreement not to Compete with Edison. Company agrees that, for a period
of five years from the date of this Agreement, Company will not solicit business
from or contract with (for the purpose of providing curriculum, education or
school management or consulting services) charter school boards or public school
districts that Edison is soliciting or with whom Edison is considering
contracting for the provision of curriculum, education or school management or
consulting services.
2. Waiver of Claims. Company waives any and all claims it may have against
Edison or the Employees, including, but not limited to, any claims arising out
of the terms and conditions of an Employee's employment by the Company or
discharge from employment by the Company or employment by Edison, or any claims
relating to breach of contract, tortious interference of contract, unfair
competition, misuse or misappropriation of trade secrets, or use of any
trademarks, copyrights or other intellectual property of the Company, whether
tangible or intangible. Company agrees not to file any claim, action or charge,
or participate in any lawsuit, against Edison or any of the Employees for any
claim waived herein.
3. Company expressly acknowledges that the release and waiver of claims
set forth above includes all claims which have arisen up to the date of this
Agreement, whether or not such claims have been asserted and whether or not such
claims are known to Company at the time of the making of this Agreement.
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In witness whereof, Company, Edison and the Employees have executed this
agreement on the day first above written.
Global Lyceum, Inc.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chairman and CEO
EDISON SCHOOLS INC.
/s/ H. Xxxxxxxxxxx Xxxxxxx
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H. Xxxxxxxxxxx Xxxxxxx
President and CEO
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ Xxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
