EXHIBIT
10.1
AGREEMENT AND GENERAL RELEASE AND WAIVER
ANDRE
MULLER, residing at 16 Hunting Hollow Ct., Dix Hills, NY 11746
(the “Employee”) and ALLIANCE DISTRIBUTORS
HOLDING, INC., a Delaware corporation with an office at 1160
Commerce Avenue, Bronx NY 10462 (the “Company” or
“Alliance”), on behalf of itself and its officers,
directors, shareholders, employees, agents and parent,
affiliates, predecessor, successor, subsidiary, and other
related companies, and each of them jointly and severally
(hereinafter singularly and collectively referred to as the
“Company”), hereby enter into the following
Agreement and General Release and Waiver (the
“Agreement”), concerning the Employee’s
resignation from the Company.
1.
The
Employee confirms that on July 26, 2007 he resigned as a
director, officer and employee of the Company and its
subsidiaries and affiliates, and that he was thereafter given
21 days to consider this Agreement and decide for himself
whether or not he wants to sign this Agreement.
2.
The Employee was offered the opportunity to consult with and
negotiate through attorneys of his choice, concerning this
Agreement and the implications of Employee signing or not
signing the Agreement.
3.
The
Employee has carefully considered other alternatives to
executing this Agreement and has entered into this Agreement
voluntarily and of the Employee’s own free
will.
4.
The
Employee is entitled to change his mind and revoke this
Agreement within seven days after signing it. This Agreement
will become effective only if Employee has not exercised his
option to revoke the Agreement within seven days after its
execution and Employee complies with paragraph eleven (11) of
this Agreement.
5.
If
this Agreement becomes effective, Alliance will for the period
to end on July 26, 2008 pay to Employee amounts equal to the
salary installments (net of withholding taxes) he would have
received during this period at the rate of pay that applied
prior to his resignation. In addition, if this Agreement
becomes effective and if the Employee elects to continue
medical coverage under the Company’s health insurance
plan pursuant to COBRA, the Company will pay 50% of the cost
of COBRA coverage for the period to end on July 26,
2008.
6.
The
Employee acknowledges that he knows that there are various
State and Federal laws which prohibit employment
discrimination on the basis of age, sex, race, color, creed,
national origin, marital status, religion, disability, veteran
status, or other protected classifications and that these laws
are enforced through the Federal Equal Employment Opportunity
Commission, and various state, city, county and local human
rights agencies. In particular, the Employee knows that he may
have rights under the Federal Age Discrimination in Employment
Act, which prohibits companies from discriminating against
employees because of their age. In consideration for the
Company making the payment described in paragraph five (5) of
this Agreement, which the Employee is
not otherwise
entitled to receive, the Employee intends to voluntarily give up
any rights he may have under these or any other laws with respect
to him prior employment with the Company or termination of him
employment, including him rights under the Age Discrimination in
Employment Act. The Employee agrees that, as of the date of this
Agreement, the Company has not (a) discriminated against him,
(b) breached any express or implied contract with him, or
(c) otherwise acted unlawfully toward him. In this regard, the
Employee acknowledges he has received all compensation and benefits
due him.
7.
In
exchange for the money set forth in this Agreement, the
Employee, his heirs, personal representatives, successors and
assigns, hereby releases and discharges the Company, its
successors, subsidiaries, and their officers, directors and
employees (“Releasees”) from all claims,
liabilities, demands or causes of action, known or unknown,
arising out of or in any way connected with or related to the
Employee’s employment and the termination thereof with
the Company from the beginning of the world up to and
including the effective date of this Agreement, except for
rights granted under this Agreement and except for any
indemnification rights under the Company’s certificate
of incorporation and by-laws. This includes, but is not
limited to, claims of entitlement to change of control
payments or to options and SAR’s not referred to herein,
wrongful discharge, breach of any implied or express contract,
whether oral or written, fraud, misrepresentation, or any
other tort. This also includes any claims based on any local,
state or federal statute relating to age, sex, race, or any
other form of discrimination such as, but not limited to, the
Age Discrimination In Employment Act, Title VII of the Civil
Rights Act of 1964, and other similar state and local
anti-discrimination laws.
8.
Cooperation
Employee
agrees to provide Alliance from time to time telephone
consultation, and if deemed necessary by Alliance,
consultation in person at mutually agreeable times, which
agreement on the part of Employee will not be unreasonably
withheld, concerning his work for Alliance. For the avoidance
of doubt, Alliance is not requiring any substantive work from
Employee. The consultation relates exclusively to such matters
as, for example, interpreting handwritten notes that may be
illegible, loca
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