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SETTLEMENT AGREEMENT AND RELEASE

Settlement Agreement

SETTLEMENT AGREEMENT AND RELEASE | Document Parties: LIVE CURRENT MEDIA INC. | Entity, Inc | Live Current Media Inc You are currently viewing:
This Settlement Agreement involves

LIVE CURRENT MEDIA INC. | Entity, Inc | Live Current Media Inc

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Title: SETTLEMENT AGREEMENT AND RELEASE
Date: 8/31/2009
Industry: Computer Services     Sector: Technology

SETTLEMENT AGREEMENT AND RELEASE, Parties: live current media inc. , entity  inc , live current media inc
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Exhibit 10.3


 

SETTLEMENT AGREEMENT AND RELEASE

 

 

 

 

This Settlement Agreement and Release (“Agreement”) is entered into by and between Live Current Media Inc. and its subsidiaries (collectively, “Company”), on the one hand, and Harjeet Taggar, an individual (“Mr. Taggar”), on the other hand.

 

Recitals

 

1.

Mr. Taggar was employed by the Company as Project Manager for the web site “Cricket.com” and related business initiatives (collectively, the “Cricket Business”).

 

2.

On August 25, 2009, the Company entered an agreement to sell its Cricket Business to a third party, which resulted in the elimination of Mr. Taggar’s position and the termination of his employment without cause under the terms of his March 25, 2008 employment agreement (the “Employment Agreement”) with the Company.  Mr. Taggar’s termination is effective August 31, 2009 (the “Termination Date”).

 

3.

The Company owes Mr. Taggar consideration in the form of $167,112.00 cash (the “Cash Consideration”) and future distributions of 91,912 shares of common stock of the Company (the “Distribution Shares”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated March 25, 2008, by and among the Company, Communicate.com Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Subsidiary”), Entity, Inc., a Delaware corporation (“Entity”), Harjeet Taggar, Kulveer Taggar and Patrick Collison, the founding members of Entity (each a “Founder” and collectively, the “Founders”) and Harjeet Taggar as representative of the shareholders of Entity.

 

4.

Under the terms of Mr. Taggar’s Employment Agreement, Mr. Taggar remains entitled to the Distribution Shares if his employment is terminated without cause.

 

5.

Because Mr. Taggar’s position has been eliminated and his employment terminated, the Company and Mr. Taggar desire to settle and resolve all possible disputes between them relating to the Merger Agreement, the Employment Agreement, Mr. Taggar’s employment with the Company and Mr. Taggar’s termination, on the terms set forth herein.

 

NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and conditions contained herein, the Company and Mr. Taggar agree as follows:

 

Terms and Conditions

 

1.

In consideration of Mr. Taggar’s execution of this Agreement, the Company agrees to pay Mr. Taggar severance in the lump sum amount of $30,000.00.  The severance payment shall be subject to the Company’s normal payroll practices and shall be made on the next regular company payday following the Termination Date.

 

2.

As further consideration of the Company’s and Mr. Taggar’s execution of this Agreement, Mr. Taggar agrees to compromise the amounts of cash and stock due to him under the Merger Agreement and the Company agrees to pay Taggar a total of $150,400.80 in full and final settlement of all cash and stock consideration owed to Mr. Taggar under the Merger Agreement, as follows:

 

 

 

1


 

 

 

 

 

a.

The Company shall pay Mr. Taggar $37,600.20 (representing 25%) with 7 business days of execution of this Agreement;

 

 

b.

The balance of $112,800.60 shall be paid in full on October 1, 2009; if the entire balance is not paid in full by October 1, 2009, any unpaid balance shall accrue simple interest at the rate of 10% per annum until paid in full;;

 

 

c.

Mr. Taggar agrees to waive, and hereby waives, any and all right and entitlement to the Distribution Shares owed under the Merger Agreement.

 

3.

Mr. Taggar acknowledges that he is not entitled to any other compensation, benefit, or payment from the Company whether under the Merger Agreement, pursuant to his employment, or otherwise, other than that expressly set forth in this Agreement.  Mr. Taggar further agrees that the amounts paid under this Agreement, including the severance payment, may be applied as a set-off against any later claim that he may make.

 

4.

Mr. Taggar acknowledges that he has not relied upon the Company or its legal counsel or accountants for any advice in connection with the tax treatment of this payment.  Mr. Taggar agrees to in


 
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