Exhibit 99.1
CONFIDENTIAL SETTLEMENT AGREEMENT AND FULL AND FINAL RELEASE OF
CLAIMS
THIS
CONFIDENTIAL
SETTLEMENT
AGREEMENT AND FULL AND FINAL RELEASE OF
CLAIMS
("Agreement") is made and entered into on January 2, 2007 by and
between
Hays Insurance
Brokerage Group of New England,
LLC (referred to as "Hays"), on
the one hand, and BNS Holding,
Inc. and BNS Co. (individually and collectively,
"BNS"), on the other hand, collectively hereinafter "the Parties."
WHEREAS,
the
Massachusetts
Attorney
General
issued
a
Civil
Investigative
Demand
under Mass.
G.L. ch. 93A ss. 6 to Hays
involving
Hays'
conduct as an insurance broker in Massachusetts ("Investigation");
and
WHEREAS,
the
Massachusetts
Attorney
General and Hays
negotiated
a
settlement
involving
certain
alleged
alterations,
undisclosed
fees,
and
undisclosed commissions; and
WHEREAS,
the
Parties
and their
counsel
conferred
and arrived at a
mutually
satisfactory
resolution of all disputes and claims
existing
between
them
arising out of the
Investigation,
the alleged
alterations,
undisclosed
fees, and undisclosed commissions; and
WHEREAS,
the Parties wish to avoid protracted and extensive litigation
to resolve their
differences and have agreed to a full settlement of all issues
and disputes among them, relating solely to the alleged
alterations
pertaining
to Hays' conduct,
undisclosed fees of Hays, and undisclosed commissions paid to
Hays for or concerning
policies brokered by Hays for BNS during the period from
2002 to the date of this Agreement;
NOW,
THEREFORE,
in
consideration of the agreements,
covenants,
and
provisions contained in this Agreement, the Parties agree as
follows:
1. PAYMENT BY HAYS.
Hays agrees that, in
consideration
of this
Agreement and
covenant not to sue and other
obligations
that BNS has
undertaken
under this
Agreement,
Hays
will pay to BNS the total sum of Five
Hundred
and
Seventeen
Thousand Eight Hundred and Forty-Seven Dollars and 91/100 Dollars
($517,847.91)
for
reimbursement
to BNS for all
disputes
and claims
existing
between them
arising out of the
Investigation,
the alleged
alterations,
undisclosed fees,
undisclosed
commissions,
and
attorneys
fees
incurred
by
reason
of
the
Investigation.
2. RELEASE AND COVENANT NOT TO SUE BY BNS. In exchange for the
payment described
in
paragraph
number 1, BNS, its
predecessors,
successors,
assigns,
agents,
directors,
officers,
past or present
employees,
representatives,
attorneys,
divisions,
subsidiaries,
heirs,
affiliates,
hereby
irrevocably
and
unconditionally
releases,
covenants not to sue, acquits and forever discharges
Hays,
its owners,
stockholders,
predecessors,
successors,
assigns,
agents,
directors,
officers,
past or present
employees,
representatives,
divisions,
parent
corporation,
subsidiaries,
heirs,
affiliates (and agents,
directors,
officers,
employees,
representatives
and
attorneys
of
such
divisions,
subsidiaries and affiliates),
and attorneys
(collectively "Released Parties"),
or any of
them,
from any and all
charges,
complaints,
claims,
liabilities,
obligations,
promises, agreements,
controversies,
damages, actions, causes of
action,
suits,
rights,
demands,
costs, losses, debts and expenses (including
attorney fees and costs actually
incurred) of any nature
whatsoever,
known or
unknown,
which BNS now has, owns, or holds or which BNS at any time
heretofore
had, owned, or held against each of the Released Parties up and to
including the
date of the execution of this Agreement,
arising out of the Investigation,
the
alleged alterations relating to Hays' conduct as a broker,
undisclosed fees paid
to Hays, or
undisclosed
commissions
paid to Hays ("Claim"
and/or
"Claims"),
including but not limited to: (a) all Claims under the
Massachusetts
Deceptive
Trade
Practices
Act, Mass.
G.L. ch. 93A and all similar
federal and state of
Rhode
Island
laws,
arising
out of such
alterations,
undisclosed
fees,
or
undisclosed commissions and (b) all Claims arising under any
consumer fraud acts
for such
alterations,
undisclosed
fees, or undisclosed
commissions;
and (c)
claims
based on contract or
quasi-contract,
negligence,
breach of
fiduciary
duty,
and/or fraud
and/or tort or any other
common law claims
arising out of
such alterations,
undisclosed fees, or undisclosed
commissions.
BNS covenants
and agrees not to bring any administrative,
judicial,
or other actions against
any of the Released Parties with respect to the aforementioned
Claim or Claims.
It is expressly
understood
and agreed that
nothing
herein shall be deemed to
release,
covenant not to sue,
acquit or forever
discharge any of the Released
Parties for or from any claims
arising out of any of the
policies of insurance
procured by Hays,
or any
subsidiary
or
predecessor
of Hays,
for BNS or any
failure by Hays, or any subsidiary or predecessor of Hays, to
procure any policy
or insurance coverage for BNS.
3.
CONFIDENTIALITY
AGREEMENT.
BNS and Hays represent and agree that each will
keep the terms, amount and contents of this Agreement
completely
confidential,
and that
they
will not
hereafter
disclose
any of those
terms,
amount
and
contents to anyone, including, but by no means limited to, any
past, present, or
prospective
insurance
broker or insurance
agents or customers or
prospective
customers
of Hays,
except as required
pursuant to a lawful
subpoena or court
order,
and in such case not until Hays and its
counsel or BNS and its
counsel
have been provided,
as soon as practicable,
with written notice of such demand
for
disclosure.
BNS and Hays may disclose the terms of this Agreement to their
tax return preparers,
auditors, financial advisors and/or attorneys so long as,
in advance of such communications, they require
