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 Kulveer
Taggar, an individual (“Mr. Taggar”), on the other
hand.
Recitals
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Mr. Taggar was
employed by the Company as Project Manager for the web site
“Cricket.com” and related business initiatives
(collectively, the “Cricket Business”).
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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”).
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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.
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Under the terms
of Mr. Taggar’s Employment Agreement, Mr. Taggar remains
entitled to the Distribution Shares if his employment is terminated
without cause.
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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.
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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
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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.
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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:
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The Company
shall pay Mr. Taggar $37,600.20 (representing 25%) with 7 business
days of execution of this Agreement;
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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;
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Mr. Taggar
agrees to waive, and hereby waives, any and all right and
entitlement to the Distribution Shares owed under the Merger
Agreement.
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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.
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Mr. Taggar
acknowledges that he has not relied upon the Company or its legal
counsel or accountants for any advice in connection
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