MUTUAL RELEASE AGREEMENT
This
Mutual Release Agreement (this “Agreement”) is
made and entered into this 6th day of May, 2008, by Craig
Moody, an individual having an address at 10877 Wilshire
Boulevard, Suite 603, Los Angeles, California, 90024
(“Moody”) and North Coast Partners, Inc., a
Delaware corporation having an address at 909 Logan Street,
Suite 7J, Denver, Colorado 80203 (the
“Company”).
W I T N E S S E T H :
WHEREAS,
Moody was employed by the Company as its Chief Executive
Officer pursuant to the terms and conditions of the Employment
Agreement dated November 6, 2007 (the “Employment
Agreement”);
WHEREAS,
the Company and Moody have mutually consented to the
resignation of Moody’s employment, without cause, and
the discontinuation of Moody’s affiliation with the
Company, effective immediately;
NOW,
THEREFORE, in consideration of the premises and mutual
promises contained herein, and for other good and valuable
consideration, the undersigned, intending to be legally bound
by this Agreement, agrees as follows:
1.
Payment .
Simultaneous with the execution and delivery of this Agreement,
Moody shall receive the amount of $17,000, representing good and
valuable consideration for the execution and delivery of this
Agreement and the full and complete satisfaction of any Claims (as
defined below) owed or to be owed by the Company to
Moody.
2.
Return of Company Materials .
Moody shall return all files, documentation, and information
materials on the Company to the Company simultaneous with the
execution and delivery of this Agreement and not duplicate, make
copies, keep or distribute any of such materials.
3.
Further Assurance .
Moody shall promptly sign instruments, documentation, filings or
certifications required by the Company to give full effect to the
release of Moody’s position and duties as Chief Executive
Officer as of the date hereof, if any is required.
4.
Release by the Company .
(a)
The
Company and its directors, officers, agents, advisors,
representatives, and direct and indirect affiliates and their
respective successors and assigns (collectively, the
“Company Parties”) hereby irrevocably,
unconditionally and forever release Moody and the Moody
Parties (as defined in paragraph 5 below) of and from any and
all actions, causes of actions, suits, debts, charges,
demands, complaints, claims, administrative proceedings,
liabilities, obligations, promises, agreements, controversies,
damages and expenses (including but not limited to
compensatory, punitive or liquidated damages, attorney’s
fees and other costs and expenses incurred), of any kind or
nature whatsoever, in law or equity, whether presently known
or unknown (collectively, the “Claims”), which the
Company or any of the Company Parties ever had, now have, or
hereafter can, shall, or may have, for, upon, or by reason of
any matter, cause, or thing whatsoever against Moody or any
Moody Parties. Without limiting the foregoing, the Company
expressly acknowledges that its release hereunder is intended
to include in its effect, without limitation, all Claims which
have arisen and of which he knows, does not know, should have
known, had reason to know, suspects to exist or might exist in
his favor at the time of the signing, and that this Agreement
extinguishes any such Claim or Claims. This release shall be
binding upon each of Company and the Company Parties and their
respective partners, officers, directors, stockholders,
employees, agents, advisors, representatives, personal
representatives, heirs, assigns, successors and affiliates,
and shall inure to the benefit of Moody and each of the Moody
Parties.
(b)
Th
|
