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Exhibit
10.5
SETTLEMENT AGREEMENT AND
MUTUAL RELEASE
This Settlement Agreement and
Mutual Release (“Agreement”) is entered into this 5
th
day of November 2007 between
Derek Webb, Prime Table Games, Prime Table Games LLC and Hannah
O’Donnell (collectively “Plaintiff”) and
Progressive Gaming International Corporation, f/k/a Mikohn Gaming
Corporation and Progressive Games, Inc. (collectively
“Progressive”). Plaintiff and Progressive are
hereinafter collectively referred to as the
“Parties”.
WHEREAS , Plaintiff
filed a Complaint and First Amended Complaint against Progressive
in the United States District Court for the Southern District of
Mississippi styled: Derek Webb, Prime Table Games, Prime Table
Games LLC and Hannah O’Donnell v. Mikohn Gaming Corporation
and Progressive Games, Inc., Case No. 3:02-CV-1838-WS
(“Action”);
WHEREAS ; the Parties
tried the Action to a jury verdict in January-February 2007 and
plaintiff obtained a judgment in its favor
(“Judgment”);
WHEREAS ; the Parties
wish to settle all of their disputes and differences, including
those related to the Action and the causes of action set forth
therein;
NOW, THEREFORE , in
consideration of the following covenants and agreements and for
other good and valuable consideration, the receipt of which is
hereby acknowledged, the Parties agree as follows:
1. Progressive shall pay
Plaintiff the amount of $20,000,000.00 (TWENTY MILLION UNITED
STATES DOLLARS AND NO CENTS) by wire transfer or certified check no
later than one business day after the date that this Agreement is
last signed;
2. Within thirty business
days after the date of the payment identified in the previous
paragraph, Progressive shall pay Plaintiff the amount of
$4,700,000.00 (FOUR MILLION SEVEN HUNDRED THOUSAND UNITED STATES
DOLLARS AND NO CENTS) by wire transfer or certified
check;
3. No later than two business
days after the payments in the previous two paragraphs are made,
Plaintiff shall file the necessary pleadings to dismiss the Action
with prejudice;
4. The Parties shall issue a
joint public statement regarding this Agreement;
5. The Parties shall agree to
a stay of the Action and the execution of the Judgment, and any
award of fees and costs, until the obligations in this Agreement
have been satisfied;
6. Plaintiff, for itself and
its executors, beneficiaries, successors, assignees, insurers, and
any other person or entity who could now or hereafter assert a
claim in his name or on his behalf knowingly and voluntarily
release and forever discharge, to the extent permitted by law,
Progressive, its affiliates, subsidiaries, divisions, insurers,
successors and assigns, and its representatives, agents, attorneys,
consultants, shareholders, officers, directors, current and former
employees individually and in their corporate capacities, of and
from any and all debts, demands, actions, causes of action, suits,
dues, royalties, sums of money, accounts, reckonings, bonds,
specialties, covenants, contracts, agreements and liabilities and
any and all other claims of every kind, nature and description
whatsoever, at law, in equity or otherwise, known and unknown,
asserted or unasserted, that Plaintiffs have or may have against
Progressive from the beginning of the world to the date of this
Agreement, including, but not limited to, all claims
that
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