Exhibit 2.2
MUTUAL GENERAL
RELEASE
This Mutual General
Release (this “ General Release ”) is entered
into this 29th day of September, 2006, between FPIC Insurance
Group, Inc., a Florida corporation (“ FPIC ”),
and Anthony J. Bonomo, an individual (“ AJB
”).
WHEREAS, AJB is the
President and a member of the Board of Directors of Administrators
for the Professions, Inc. (“ AFP ”);
WHEREAS, FPIC, AJB
and AJB Ventures, Inc., a New York corporation controlled by AJB
(“ Ventures ”), shall enter into,
contemporaneous with the execution of this General Release, a
Securities Purchase Agreement, dated as of September 29, 2006 (the
“ Purchase Agreement ”), providing for the
acquisition by Ventures of various securities owned by FPIC,
including all of the issued and outstanding capital stock of AFP,
heretofore a wholly-owned subsidiary of FPIC; and
WHEREAS, Section 2.4
of the Purchase Agreement contemplates that the parties hereto
execute and deliver this General Release and the parties hereto
deem it in their best interests to do so;
NOW, THEREFORE, in
consideration of the mutual promises, covenants, conditions and
provisions set forth below and such other good and valuable
consideration (including, without limitation, the mutual execution
of the Purchase Agreement), the sufficiency and receipt of which is
hereby acknowledged, and intending to be legally bound, it is
agreed as follows:
1. a. AJB agrees that AJB
fully, finally and unconditionally and forever releases, discharges
and forgives FPIC and all of its direct and indirect subsidiaries
and affiliates as in existence immediately following consummation
of the sale of securities contemplated by the Purchase Agreement
(collectively, the “ FPIC Companies ”), all of
the FPIC Companies’ successors and assigns, and any and all
of the FPIC Companies’ past and present shareholders,
officers, directors, managers, agents, representatives and
employees, in their capacities as such (the “ FPIC
Releasees ”), from any and all claims, allegations,
complaints, proceedings, charges, actions, causes of action,
demands, debts, covenants, contracts, liabilities or damages of any
nature whatsoever (“ Claims ”), whether now
known or claimed, to whomever made, that AJB had, has or may have
against any or all of the FPIC Releasees for or by reason of any
cause, nature or thing whatsoever, up to the date hereof, known or
unknown, including, by way of example and without limiting the
broadest application of the foregoing, any actions, causes of
action or claims under any contract or any federal, state or local
decisional law, statutes, regulations or constitutions, and any
claims, asserted benefits or rights arising by or under contract or
implied contract, any alleged oral or written contract or agreement
for employment or services, any claims arising by or under
promissory estoppel, detrimental reliance, or under any asserted
covenant of good faith and fair dealing, and any claims for
defamation, fraud, fraudulent inducement, intentional infliction of
emotional distress, or any other tortious conduct, including
personal injury of any nature and arising from any source or
condition, or pursuant to any other
applicable employment standards or human
rights legislation, or for severance pay, salary, bonus,
commission, incentive, equity or additional compensation, vacation
pay, insurance or benefits. AJB agrees that all prior agreements
between AJB and one or more of the FPIC Releasees are hereby
terminated as of the date hereof, and shall hereafter be of no
further force or effect.
b. As of the
date of, and upon execution of this General Release and the waiver
and release of all claims contained herein, AJB covenants,
represents and warrants that AJB will not assert, threaten or
commence any c
|
