SETTLEMENT AGREEMENT AND MUTUAL RELEASE
The Settlement Agreement and Mutual Release (hereinafter 'the Agreement') is
entered into as of March 31, 1996 between Laser-Pacific Media Corporation
('Laser-Pacific'), on the one hand, and Xxxx Xxxxxx ('Xxxxxx') on the other
hand (both of whom are collectively referred to herein as 'the Parties').
WHEREAS, Xxxxxx asserts, among other things, that he suffered
emotional distress as a result of the wrongful termination and unauthorized
reduction of pay as a result of his employment from Laser-Pacific;
WHEREAS, Laser-Pacific disagrees with Xxxxxx'x assertions;
WHEREAS, Laser-Pacific and Xxxxxx in the interests of compromising the
foregoing dispute and avoiding the expense of litigating such dispute, desire
to settle their dispute before any lawsuit is filed;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
agreements, and conditions contained herein, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the Parties agree as
follows:
1. Mutual Release
(a) Subject to the rights and obligations created by this
Agreement, Xxxxxx, on behalf of himself and his successors, assigns, agents,
partners, attorneys, officers, directors, employees, representatives, and
affiliated entities, whether now existing or hereafter created, release and
discharge Laser-Pacific and its respective successors, assigns, agents,
partners, attorneys, officers, directors, employees, representatives, and
affiliated entities, whether now existing or hereafter created, from
any and all claims, demands, liability, obligations, expenses (including,
without limitation, attorneys' fees), causes of action, and rights, whether now
known unknown, suspected or unsuspected, which exists, existed, or may exist or
have existed at any time through the date of execution of this Agreement.
(b) Subject to the rights and obligations created by this
Agreement, Laser-Pacific, on behalf of itself of its respective successors,
assigns, agents, partners, attorneys, officers, directors, employees,
representatives, and affiliated entities, whether now existing or hereafter
created, release and discharge Xxxxxx, and his respective successors, assigns,
agents, partners, attorneys, officers, directors, employees, representatives,
and affiliated entities, whether now existing or hereafter created, from any
and all claims, demands, liability, obligations, expenses (including, without
limitation, attorneys' fees), causes of action, and rights, whether now known
or unknown, suspected or unsuspected, which exist, existed or may exist or have
existed at any time through the date of execution of this Agreement.
(c) The foregoing mutual releases extend to all rights or
the releasor under Section 1542 of the California Civil Code and any similar
law or rules of any state, jurisdiction, or territory, which are hereby
expressly waived and shall not be raised by each of the Parties.
California Civil Code Section 142 provides:
'A general release does not extend to claims which the creditor does
not known or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement
with the debtor.'
Each of the Parties represents that he or it understands the meaning
and effect of California Civil Code Section 1542, and that he or it has had the
opportunity to consult with legal counsel, or has actually consulted legal
counsel, regarding such meaning and effect.
2. Payment to Xxxxxx
Without any admission of liability, Laser-Pacific shall, upon full
execution and this Agreement and approval by Laser-Pacific's Board of
Directors, pay Xxxxxx One Hundred Seventy-Five Thousand Dollars ($175,000) for
the emotional distress he allegedly suffered. Seventy-Five Thousand Dollars
($75,000) is acknowledged as received by Xxxxxx on signing this agreement and
the balance of One Hundred Thousand Dollars ($100,000) shall be payable
on October 1, 1996.
3. Covenant Not to Xxx and Dismissal
The Parties represent and warrant to each other that they are aware of
no other party having any interest, nor have they assigned, hypothecated, or
otherwise transferred any interest, in the claim or claims which are the
subject of this Agreement, and each party hereby agrees to indemnify and hold
harmless the other party or parties from any and all liabilities, claims,
demands, obligations, damages, costs, expenses and attorneys' fees as a result
of anyone asserting such interest, assignment, hypothecation or transfer.
4. Representations and Warranties
(a) The Parties represent and warrant to each other that
they are aware of no other party having any interest, nor have they assigned,
hypothecated, or otherwise transferred any interest, in the claim or claims
which are the subject of this Agreement, and each party hereby agrees to
indemnify and hold harmless the other party or parties from any and all
liabilities, claims, demands, obligations, damages, costs, expenses and
attorneys' fees as a result of anyone asserting such interest, assignment,
hypothecation or transfer.
(b) Xxxxxx warrants and represents that he believes that the
allocation of the payment set forth in paragraph 2 is accurate, fair, and
warranted by the facts known to the Parties of the date of this Agreement.
Based thereon, Laser-Pacific represents that it is not necessary to issue a
'Form 1099' with respect to said payment. Xxxxxx agrees to be responsible for
the payment of any taxes, interest, fees, costs, or penalties which may be
assessed as a direct result of any determination by the Internal Revenue
Service that all or a portion of the payment under paragraph 2 is taxable, and
agrees to indemnify and hold harmless Laser-Pacific against any such taxes,
interest, fees, costs or penalties.
5. Costs and Attorney's Fees
(a) Except as set forth in paragraph 5(b), each party hereto
will bear his or its own attorneys' fees and costs arising out of or related to
the claims released and associations herein and no further claim shall be made
therefor.
(b) If any legal action is brought to enforce or for the
breach of this Agreement, the prevailing party in such legal action shall be
entitled to his or its reasonable attorneys' fees in addition to any of relief
to which he or it is legally entitled.
6. Confidentiality
The Parties shall not disclose the contents of this
Agreement, its existence, or the fact of settlement of the Action, except as
may be necessary for tax purposes or as otherwise required by law. Nor shall
the Parties issue or cause to be issued publicly any of the terms of this
Agreement, its existence, or the fact of settlement of this Action.
7. General Provisions
(a) This Agreement is a compromise of the dispute between
the parties and should not be treated as an admission of liability by any party
for any purpose.
(b) No supplementation, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the party to
be bound thereby. No waiver of any other provisions hereof, whether or not
similar, not shall such waiver constitute a continuing waiver. The parties
hereto may amend or modify this Agreement in such a manner that may be agreed
upon by written instruments executed by such Parties.
(c) Each of the Parties hereto agrees to execute and deliver
all such other documents and instruments as may be necessary and appropriate to
effectuate, and memorialize the terms and understandings hereof.
(d) this Agreement may be executed in counterparts and, as
so executed, shall constitute one agreement binding on all Parties.
(e) This Agreement shall inure to the benefit of and shall
be binding upon the respective successors and assigns of each of the Parties
hereto.
(f) This agreement shall be deemed to be made under, and
shall be interpreted in accordance with, the laws of the State of California.
(g) The Parties to this Agreement have read and understand
this Agreement. The Parties to this Agreement mutually warrant and represent
that they have received independent advice of their attorneys with respect
hereto, and that this Agreement is executed voluntarily and without duress or
undue influence on the part of or on behalf of any party hereto.
(h) Xxxxxx is informed and consents to the multiple representation by
Parks, Palmer, Xxxxxx & Yemenidjian of himself and Laser-Pacific Media
Corporation.
Dated: ___________________________ XXXX XXXXXX
Dated: ___________________________ LASER-PACIFIC MEDIA CORPORATION
_______________________
Xxxxx X. Xxxxx, CEO
