Exhibit 10.1
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual
Release (“ Agreement ”) is made as of the 13th
day of January, 2009 (the “ Effective Date ”),
by and between EF Johnson Technologies, Inc. (formerly
known as EFJ, Inc.) (“ EFJ ”); and the
Company Securityholders , by and through Chih-Hsiang Li, as
Stockholders’ Agent pursuant to that one certain Agreement
and Plan of Merger, dated July 10, 2006 (the “ Merger
Agreement ”), by and among EFJ, 3e Technologies
International, Inc. (the “ Company ”),
Avanti Acquisition Corp., Chih-Hsiang Li, as Stockholders’
Agent, and Steven Chen, James Whang, Chih-Hsiang Li and
AEPCO, Inc. (as the “ Principal
Stockholders ”). All terms not otherwise defined
herein shall have the meaning assigned to them in the Merger
Agreement.
RECITALS
WHEREAS, EFJ has made a claim
against the Escrow Fund established under the terms of the Merger
Agreement, for Damages arising out of certain alleged breaches of
the representations and warranties contained in the Merger
Agreement;
WHEREAS, the Stockholders’
Agent, acting on behalf of the Company Securityholders, including
the Principal Stockholders, has objected to such claim;
WHEREAS, pursuant to the terms of
the Merger Agreement and the Escrow Agreement dated July 10,
2006 (the “ Escrow Agreement ”) by and among
JPMORGAN CHASE BANK, N.A., as Escrow Agent, EFJ, the Company,
and Chih-Hsiang Li, as Stockholders’ Agent, EFJ and the
Stockholders’ Agent have engaged in good faith
negotiations in an effort to resolve the dispute;
WHEREAS, as a result of such
negotiations, the parties have agreed to settle the dispute and to
permanently and fully resolve and compromise all claims, rights and
actions, whether arising in contract, tort, statute, or regulation,
between and among the parties;
AGREEMENTS
NOW THEREFORE, for good and valuable
consideration, including the mutual covenants herein contained, it
is agreed as follows:
1.
Releases .
1.1
In consideration of the EFJ Settlement Sum (as such term is
hereinafter defined), EFJ hereby releases and fully and forever
discharges the Company Securityholders and all of their agents,
attorneys, employees, owners, parents, partners, directors,
officers, predecessors in interest, successors in interest, and
assigns, whether past or present, and all persons acting by,
through, under or in concert with any or all of them, of and from
any and all claims, demands, suits, liabilities, causes of action,
judgments, settlements, losses, damages, expenses, costs and
penalties of every kind and nature whatsoever, which they now have
or may hereafter have, whether now known or hereafter discovered,
whether fixed or contingent, whether suspected or unsuspected, and
whether foreseen or unforeseen, and which arise out of
or
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