Exhibit 10.1
SETTLEMENT AGREEMENT AND
RELEASE
This
Settlement Agreement is dated as of
June 9, 2008, by and between Rockwell Collins, Inc., a
Delaware corporation (“RC”), and Rockwell Collins
Simulation & Training Solutions LLC, a Delaware limited
liability company wholly owed by RC (“RC Simulation”),
on the one hand, and Evans & Sutherland Computer
Corporation, a Utah corporation (“E&S”), on the
other. Each of RC, RC Simulation and E&S is a
“Party,” and collectively are the
“Parties.”
WHEREAS, RC,
RC Simulation and E&S entered into a Laser Projection Systems
Agreement Between Rockwell Collins, Inc., Rockwell Collins
Simulation & Training Solutions LLC and Evans &
Sutherland Computer Corporation (the “Systems
Agreement”), RC Simulation and E&S entered into a Laser
Projection System Supply Agreement (the “Supply
Agreement”) and RC, E&S and U.S. Bank National
Association (the “Escrow Agent”) entered into an Escrow
Agreement (the “Escrow Agreement”), each dated as of
May 26, 2006 (collectively, the
“Agreements”);
WHEREAS,
certain disputes have arisen between the Parties with respect to
the performance of their respective obligations under the Systems
Agreement, the Supply Agreement and the Escrow Agreement (the
“Disputes”);
WHEREAS, the
Parties desire to fully and finally resolve the Disputes and all of
the claims now or previously asserted (or which could have been
asserted) in connection with the Agreements;
NOW,
THEREFORE, in consideration of the mutual covenants set forth
herein, the Parties agree as follows:
1.
RC will cause to be paid to E&S the amount of US $1,050,000, as
noted in paragraph 2, infra .
2.
Not later than the close of business on the date this Settlement
Agreement is executed, RC and E&S will issue a joint
instruction (in the form of Attachment 1 hereto) to the Escrow
Agent, as defined in the Escrow Agreement, to disburse (i) US
$1,050,000 from the Escrow Fund, as defined in the Escrow Agreement
to E&S; and (ii) the balance of the Escrow Fund to RC
within two (2) business days of the Escrow Agent’s
receipt of the joint instruction.
3.
The date of the disbursements from the Escrow Fund to E&S and
RC shall be deemed to be the “Closing Date.”
1
4.
Effective on the Closing Date, the Systems Agreement and Supply
Agreement will be terminated and of no further force or effect.
5.
Effective on the Closing Date, the Parties release and discharge
each other, and their respective current and former parents,
subsidiaries, controlled affiliates, officers, directors, employees
and agents (collectively, the “Released Parties,” and
each a “Released Party”), from any and all known or
unknown claims or causes of action that any of them may have, had,
now have or could have had, arising out of or relating to the
Agreements or the transactions or occurrences contemplated thereby,
including the matters briefed and submitted on May 23, 2008 to
Judge Richard Neville, as mediator.
6.
Not later than the close of business on the date this Settlement
Agreement is executed , E&S and RC Simulation shall jointly
give written notice to EscrowTech International, Inc. (in the
form of Attachment 2 hereto) terminating,
