SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT ("AGREEMENT") dated as of January 14, 1998, between
XXXXXXX X. XXXXXX ("XXXXXX") and IMPERIAL WORLD, INC. ("IMPERIAL WORLD"), IWI
HOLDING LIMITED ("IWI"), RHINE HOLDINGS LIMITED ("RHINE HOLDINGS") and RHINE
JEWELLERY LIMITED ("RHINE JEWELLERY") (collectively "the COMPANIES").
WHEREAS, XXXXXX has been employed by IMPERIAL WORLD a wholly-owned
subsidiary of IWI , since January 1, 1995, under the terms of an employment
contract which is effective until December 31, 1998; and
WHEREAS, XXXXXX has simultaneously been employed by RHINE HOLDINGS LIMITED
since January 1, 1995, under the terms of an employment contract which is
effective until December 31, 1998; and
WHEREAS, XXXXXX desires to resign from his offices, including that of chief
financial officer, and full-time employment with the COMPANIES;
WHEREAS, the COMPANIES agree to accept and thereafter honor XXXXXX'x
resignation; and
WHEREAS, XXXXXX and the COMPANIES 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 XXXXXX'x employment
relationship with the COMPANIES;
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, XXXXXX and the COMPANIES agree as follows:
1. Resignation. Immediately upon the COMPANIES' execution of this Agreement
and tender of the funds required by paragraph 3.a., below, XXXXXX shall
tender his resignation from office in a form acceptable to the COMPANIES
and attached hereto as Exhibit X. XXXXXX'x resignation from employment
shall be effective at 5:00 p.m. Central Standard Time, February 27, 1998,
unless terminated sooner by mutual agreement of the parties.
2. Duties. During the remainder of January and in February 1998, XXXXXX agrees
to assist in the closing of the books for IWI, IMPERIAL WORLD and their
subsidiaries, for the fiscal year 1997 and to provide such advice and
counsel as may be reasonably requested by Xxxxx Xxxxxxxx or such other
person as he may designate.
3. Compensation. As consideration for his resignation from office and
agreement to continue in the employ of IWI and IMPERIAL WORLD, XXXXXX shall
receive the following:
a. Coincident with the execution of this Agreement, the COMPANIES shall
pay to XXXXXX as salary for the period of January 10, 1998 through
January 31, 1998, inclusive the sum of ELEVEN THOUSAND ONE HUNDRED
TWENTY-FOUR and NO/100 DOLLARS ($11,124.00), less only applicable
withholding and payroll taxes. Said payment shall be by cashier's
check or certified funds. Simultaneously, XXXXXX shall receive the sum
of TWENTY-FIVE THOUSAND and NO/100 DOLLARS ($25,000.00), less only
applicable withholding and payroll taxes, from the funds currently
deposited with the Law Firm of Xxxx X. Xxxxx pursuant to the terms of
the Escrow Agreement (the "Escrow Agreement"), a copy of which is
attached as Exhibit B.
b. On January 30, 1998, the COMPANIES shall pay XXXXXX the sum of
FOURTEEN THOUSAND EIGHT HUNDRED THIRTY-ONE and 08/100 DOLLARS
($14,831.08), less only applicable withholding and payroll taxes, as
salary for the month of February 1998. Said payment shall be made by
cashier's check or certified funds.
2 of 9
c. On February 27, 1998, XXXXXX shall receive a final payment of ONE
HUNDRED THOUSAND and NO/100 ($100,000), less only applicable
withholding and payroll taxes, from the funds currently deposited with
the Law Firm of Xxxx X. Xxxxx pursuant to the Escrow Agreement.
d. In addition to the above, XXXXXX shall continue to receive his
automobile allowance of SIX HUNDRED and NO/100 ($600.00) per month
during the months of January and February 1998.
The COMPANIES agree and acknowledge that termination of XXXXXX'x employment
hereunder, other than for a material breach as determined by Xxxxx Xxxxxxxx and
Xxxxxx Xxxxxxxx, prior to the end of business February 27, 1998, will in no way
affect XXXXXX'x right to the above described compensation payments.
4. Indemnification. The COMPANIES shall indemnify XXXXXX 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 XXXXXX. XXXXXX agrees
to cooperate and testify, if required, in litigation involving the
COMPANIES, as he may be reasonably requested, and IWI will pay XXXXXX a per
diem rate equal to the greater of $250 or 20% of his then current weekly
salary for each day, or part thereof, he spends in connection with such
litigation. In addition, IWI will reimburse XXXXXX for his reasonable
out-of-pocket and travel expenses, including economy class air fare and
lodging. XXXXXX acknowledges that the per diem rate will not apply to those
days he may be required to appear at trial if he remains an individual
named defendant in the presently pending litigation.
3 of 9
5. Health Insurance. IWI shall provide XXXXXX with continued health and dental
insurance for family coverage at no cost to XXXXXX through August 31, 1998,
or until such time as XXXXXX shall be covered by another such policy,
whichever is first to occur. In addition, IWI shall make continued health
and dental insurance available to XXXXXX under COBRA after August 31, 1998,
should XXXXXX not be covered by another policy at that time.
6. Waiver of Claims. XXXXXX and the COMPANIES agree that they each have
certain know monetary claims against each other. The parties agree that as
a result of this Agreement, all such claims are hereby waived and released,
including claims by XXXXXX for accrued vacation pay due him at the
execution of this Agreement.
7. Companies To Provide References And Refrain From Disparaging Remarks.The
COMPANIES agree that they will provide XXXXXX with favorable references
should they be asked to do so and they further agree the neither they nor
any of their directors, officers, employees or agents will disparage XXXXXX
or any of his services to the COMPANIES at any time or in any manner
whatsoever. XXXXXX agrees that he will not disparage the COMPANIES or their
employees. Should any party to this Agreement or any of their directors,
officers, employees or agents breach this obligation, the non-breaching
party may commence appropriate litigations to recover damages, actual and
punitive, caused by any and all such remarks or comments, in the Circuit
Court of Xxxx County, Illinois or the United States District Court for the
Northern District of Illinois, which ever is appropriate, and the parties
agree that they will not contest such court's jurisdiction and by execution
of this Agreement do consent to said jurisdiction.
4 of 9
8. Release of Companies. XXXXXX, 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 respective successors and assignees
(hereinafter collectively referred to as the "Releases"), from any and all
known or unknown actions, causes of action, claims, damages, suits,
obligations, agreements, attorney's fees or any other liabilities of any
kind whatsoever which have or could be asserted against 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,
including but not limited to claims of age discrimination under the AGE
DISCRIMINATION IN EMPLOYMENT ACT of 1967, as amended, but excluding any
claims which by law XXXXXX cannot waive.
5 of 9
9. Release of XXXXXX. The COMPANIES hereby irrevocably waive, release and
discharge XXXXXX from any and all actions, causes of action, claims,
damages, suits, obligations, agreements, attorney's 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.
10. Right To Consult Attorney.XXXXXX acknowledges that he has been give
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.
11. Right of Revocation. XXXXXX understands that he may revoke this Agreement
within seven (7) days after its signing, that any revocation must be made
in writing and submitted within such seven-day period to the President of
IMPERIAL WORLD, INC., and that 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.
6 of 9
12. Acknowledgment Of Release.XXXXXX AND THE COMPANIES AGREE AND UNDERSTAND
THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
13. 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.
14. Governing Law. This Agreement shall be governed by the law of the State of
Illinois.
15. Notices. All notices or communications hereunder shall be in writing,
addressed as follows:
To the COMPANIES:
IWI Holding Limited
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
with a copy to:
Xxxxxx X. Xxxxxx, Esq.
Xxxxx & XxXxxxxx
One Prudential Plaza
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
To XXXXXX:
Xx. Xxxxxxx X. Xxxxxx
00000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
with a copy to:
Xxxx X. Xxxxxxxxx, Esq.
Xxxxxxx & Xxxxxx
000 X. XxXxxxx Xx., Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
7 of 9
16. Entire Agreement. This Agreement represents the complete and entire
agreement between XXXXXX and the COMPANIES, and there are no conflicting,
additional, or supplementary oral terms or conditions between the parties
with respect thereto. Further, this Agreement supersedes all prior
agreements, oral or written, including, but not limited to XXXXXX'x
employment agreements with Imperial World and Rhine Holdings. This
Agreement may be amended at any time by mutual written agreement signed by
the parties.
17. 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 XXXXXX, the COMPANIES have caused this Agreement to be
executed as of the day and year first above written.
/s/ Xxxxxxx X. Xxxxxx
------------------------------
XXXXXXX X. XXXXXX
IMPERIAL WORLD, INC.
By:/s/ Xxxxx Xxxxxxxx
------------------------
Its President & CEO
------------------------
8 of 9
IWI HOLDING LIMITED
By: /s/ Xxxxx Xxxxxxxx
-------------------------
Its President & CEO
-------------------------
RHINE HOLDINGS LIMITED
By: /s/
-------------------------
Its
-------------------------
RHINE JEWELLERY LIMITED
By: /s/
------------------------
Its
------------------------
9 of 9
