Exhibit 10.25
Settlement Agreement, Buy-Sell Agreement and Mutual Release
Xxxxx Xxxxxxx and VistaCare, Inc., its owners, directors, officers, agents,
attorneys, insurers, employees, representatives, trustees, administrators,
fiduciaries, parents, subsidiaries, divisions, partners, joint ventures, sister
corporations and/or affiliated business entities, predecessors, successors,
heirs, assignees, jointly and severally, in both their personal and corporate
capacities (hereinafter "VistaCare"), having negotiated a settlement, the
following terms are agreed upon, including attorneys fees and costs:
1. VistaCare will pay a total of $750,000. This amount will be
apportioned as follows:
$247,500 as and for severance pay.
$502,500 as and for the repurchase of Daucher's stock.
2. Payment will be made by draft or check, sent to the Xxxxxxxxx Law
Offices, made payable to Xxxxx Xxxxxxx.
3. Payment will be received no later than 5:00 p.m. on March 5, 2002. Any
payment received after March 5, 2002 will bear interest at a rate of 10%
retroactive to February 12, 2002, until paid.
4. Daucher will deliver his stock shares to Xxxxxxx Xxxxx of VistaCare
on or before 5:00 p.m. on March 5, 2002.
5. VistaCare, Inc. will issue a 1099 for the above funds and mail it to
Xxxxx Xxxxxxx no later than January 31, 2003 at 0000 X. Xxxxxx Xxxxx, Xxxxxxxx
Xxxxxx, XX 00000.
6. The parties each agree to fully release each other from any and all
claims, demands, liens, agreements, covenants, actions, suits at law or equity,
obligations, debts, damages, judgments, liabilities, attorneys' fees, costs, and
expenses of whatever kind, known or unknown, suspected or unsuspected, that may
have arisen at any time prior to the date of this agreement, including any
claims growing out of or relating in any way to plaintiff's employment with or
termination of employment from VistaCare and all claims under the Age
Discrimination in Employment Act and under the Older Workers Benefit Protection
Act. Daucher expressly agrees that all options referred to in his employment
agreement are extinguished.
7. The parties agree that they will not say anything disparaging about
the other.
8. Each party will bear their own costs and fees.
9. Daucher acknowledges that he will be exclusively liable for the payment
of his federal, state and local taxes, if any, which may be due as a result of
the monetary consideration received pursuant to this Agreement and that he will
hold harmless and indemnify VistaCare for any failure of his part to pay his tax
liability, if any.
10. Daucher warrants that he has not filed suit against VistaCare as of
the signing of this agreement nor has he filed any other claim or charge against
VistaCare before any governmental or administrative agency.
11. The parties acknowledge that they have each carefully read this
agreement, that they understand the terms and conditions contained therein, and
that they have entered into this agreement voluntarily, knowingly and without
duress or coercion, with full understanding of the terms and consequences
thereof, and that they have each obtained the advice of counsel during the
negotiation of this agreement.
12. Plaintiff acknowledges that this release and waiver of claims arising
under the Age Discrimination in Employment Act and under the Older Worker
Benefit Protection Act is knowing and voluntary. Further, Plaintiffs acknowledge
that this agreement is written in a manner that is understood by them. Finally,
Plaintiffs acknowledge that the Settlement agreement is new consideration and is
in addition to anything of value to which plaintiffs were already entitled.
Daucher is advised that, prior to waiving claims he may have under the Age
Discrimination in Employment Act, he may take up to twenty-one (21) days to
consider this Agreement before signing, and he may revoke this Agreement within
seven (7) calendar days after he signs this Agreement. In the event this
Agreement is signed prior to the expiration of 21 days, Daucher acknowledges
that he has voluntarily and knowingly agreed to waive his entitlement to take 21
days to consider this Agreement for the purpose of expediting the settlement.
Daucher agrees that if he wishes to revoke this agreement, he will do so by
sending his written notice via certified mail to VistaCare's counsel, Xxxxxxx
Xxxxx, at 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000, to arrive on or before the
end of the revocation period.
13. This Agreement will be effective after the expiration of the seven day
revocation period outlined in Section 12, above.
14. It is expressly understood that this Agreement is being entered solely
for the purpose of settling matters set forth in this Agreement. Neither party
admits to any wrongdoing.
15. The parties agree that the amount of the settlement will be
confidential, subject to disclosure for tax, legal and financial planning.
This agreement is dated this 12th day of February, 2002.
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx Xxxxx
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Xxxxx Xxxxxxx Xxxxxxx Xxxxx
/s/ Xxx Xxxxxxxxx /s/ Xxxxxxx Xxxxx
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Xxx Xxxxxxxxx, Xxxxxxx Xxxxx,
as to form as to form
