EXHIBIT 2
AGREEMENT AND RELEASE
THIS AGREEMENT AND RELEASE (the "Release") is made as of November 26th,
1997 by and among the following parties,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of Greensboro, North Carolina
and Boulder, Colorado, respectively, the plaintiffs in the Civil Action;
WILMINGTON TRUST COMPANY AS Trustee of the ▇▇▇▇▇▇▇▇ TRUST ("▇▇▇▇▇▇▇▇
Trust"), WILMINGTON TRUST COMPANY ("Wilmington Trust"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇▇▇"), ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ III, all
defendants in the Civil Action (the "Company Defendants");
MCM ACQUISITION CORPORATION ("MAC"), a North Carolina corporation and
named defendant in the Civil Action; and
MCM CORPORATION, a North Carolina corporation in whose behalf the Civil
Action is derivatively asserted by the named plaintiffs.
PRELIMINARY STATEMENT
The parties hereto constitute all of the parties in the Civil Action
titled ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. et al. ▇. ▇▇▇▇▇▇▇▇ Trust et al. (Civil Action No.
97CVS9042 - Guilford County Superior Court now assigned to Judge ▇▇▇ ▇.
▇▇▇▇▇▇▇▇) (the "Civil Action"). MAC and Wilmington Trust Company as Trustee of
the ▇▇▇▇▇▇▇▇ Trust have agreed to the full cancellation and termination of the
Agreement dated November 22, 1996, as amended by First Amendment dated January
24, 1997 (and subject to letter agreement dated January 31, 1997) between them
(the "Agreement"), subject to the terms and the releases herein provided.
-2-
NOW, THEREFORE, in consideration of the mutual agreements and releases
herein, the parties agree for themselves, successors and assigns as follows:
1. Full Cancellation and Termination of the Agreement. MAC and
Wilmington Trust Company as Trustee of the ▇▇▇▇▇▇▇▇ Trust agree that the
Agreement, including all amendments thereto, is hereby canceled and terminated
and shall be of no further force and effect whatsoever.
2. Court Approval: Dismissal with Prejudice of the Civil Action as
Against MAC. Upon full execution and delivery of this Release to MAC, the named
plaintiffs, with full cooperation of all other parties hereto, will seek the
Court's approval of this Release and the dismissal with prejudice of the Civil
Action as against MAC, which dismissal shall be solely as to MAC and as to which
the parties shall bear their own costs.
3. Releases of All Claim Relating to or Arising out of the Agreement.
All parties hereto do hereby fully release and discharge MAC, and MAC does
hereby fully release and discharge all parties hereto, from any and all claims,
liabilities, costs and expenses of any kind and nature relating to or arising
out of the Agreement, including without limitation, any claims, counter, cross
or third party claims that might otherwise be assertable in the Civil Action and
relating to or arising out of the Agreement, or its termination as provided
herein, it being the agreement and intention of all parties that this Release
end and terminate all matters and claims of any kind between MAC and all parties
hereto relating to or arising out of the Agreement. Further, the ▇▇▇▇▇▇▇▇ Trust
and MAC, as parties to the Agreement, Wilmington Trust, ▇▇▇▇▇▇▇▇▇▇, and MAC do
hereby fully release and discharge ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ from any and all
claims, liabilities, costs and expenses of any kind and nature relating to or
arising out of the termination of the Agreement as provided herein, including
without limitation, any claims,
-3-
counter, cross or third party claims that might otherwise be assertable in the
Civil Action and relating to or arising out of the termination of the Agreement
as provided herein.
4. Counterparts and Construction. This Release may be executed in
counterparts and shall be construed in accordance with North Carolina law.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the above date.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
---------------------------
McM Acquisition Corporation ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
By: /s/ M. ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------- /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------
Wilmington Trust Company as Trust of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
the ▇▇▇▇▇▇▇▇ Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Wilmington Trust Company McM Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------- ------------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------- ----------------------------
R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇.
-------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇, III
-------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇, III
-4-
