SETTLEMENT AGREEMENT WITH
GENERAL UNCONDITIONAL MUTUAL RELEASE
This
Settlement Agreement With General Unconditional Mutual Release
(“the Agreement”) is entered into this 5th
day of November, 2007, by and between the parties identified
below.
PARTIES
The
parties to and beneficiaries of this Agreement (the "Settling
Parties") are ERIC YOUNG ("Plaintiff"), and
WINSONIC DIGITAL MEDIA GROUP, LTD. (the
“Company”), its present and former employees,
officers, directors, owners, stockholders and representatives,
as well as any successors or assigns of the corporate
defendant (collectively, the
“Defendant”).
RECITALS
WHEREAS,
Plaintiff filed suit against the Company in Fulton County
Superior Court (the “Court”), Civil Action No.
2007 CV 128080 (the “Young case”), alleging that
Defendant is liable to Plaintiff for breach of contract,
unpaid wages, unpaid consulting fees and other alleged conduct
in violation of state statutes, and seeking compensatory and
punitive damages and attorneys’ fees and other
relief. Defendant has denied and continues to deny
any and all acts of misconduct whatsoever, alleged or not
alleged; Defendant has denied and continues to deny any and
all claims and liability, alleged and not alleged, and denies
causing damage of any type to Plaintiff. Defendant
has further asserted a counterclaim against Plaintiff,
alleging breaches of contract and fiduciary duties, as well as
asserting a claim for unjust enrichment. Plaintiff
has denied and continues to deny any and all claims and
liability, alleged and not alleged, and denies causing damage
of any type to Defendant.
NOW,
THEREFORE, in consideration of the recitals, promises and
general covenants contained herein, the Settling Parties agree
as follows.
SCOPE OF SETTLEMENT/RELEASE
1. This
Agreement is intended to and does forever release and settle
any and all claims and disputes by Plaintiff against
Defendant, whether known or unknown, from the beginning of
time up to and through the date this Agreement is
executed. This release and settlement includes, but
is not limited to, any and all claims which were or could have
been asserted in the Young case. Upon
receipt of all agreed-upon monies according to the schedule
described herein, Plaintiff will release and settle all
claims, title and/or interests against any Defendant,
including all claims governed by federal statute, state
statute, or common law, including but not limited to claims in
the Young case, except for claims that the law does not
permit Plaintiff to waive by signing this
Agreement. This release and settlement includes,
but is
not
limited to, any claims for damages which were, have been, or
could have been sought, of any kind, up to the date this
Agreement is executed. This release and settlement
includes claims for employee
health, welfare and disability benefits, compensatory damages,
punitive damages, equitable rights and relief of any and all
types and description, including but not limited to claims for
relief arising from alleged discrimination, disability
protections and/or benefits, retaliation, discharge,
constructive discharge or any other alleged violation of any
legally protected status or right and all forms of statutory
and common law damages. This release and settlement
encompasses rights to employee benefits protected by the
Employee Retirement Income Security Act (“ERISA”),
and any rights/entitlements under Title VII of the Civil
Rights Act of 1964 (“Title VII”), Sections 1981
and 1983 of the Civil Rights Act of 1866, the Age
Discrimination in Employment Act of 1967 (“ADEA”),
the Older Workers’ Benefit Protection Act
(“OWBPA”), the Civil Rights Act of 1991, the Equal
Pay Act, the Americans With Disabilities Act
(“ADA”), and any other labor, employment, or
anti-discrimination laws; any contract, tort, whistleblower,
personal injury, or wrongful discharge claim(s); and any other
federal, state, or local constitution, regulation, law
(statutory or common), or legal theory.
2.
This
Agreement is further intended to and does forever release and
settle any and all claims and disputes by Defendant against
Plaintiff, whether known or unknown, from the beginning of
time up to and through the date this Agreement is
executed. This release and settlement includes,
but is not limited to, any and all counterclaims which were
or could have been asserted in the Young
case. The Settling Parties are intentionally
releasing claims that they do not know that they might have
and that, with hindsight, they might regret having
released. The Settling Parties warrant and
represent that they have not assigned or given away any of
the claims they are releasing.
3. The
Settling Parties hereby expressly consent to a Consent Mutual
Order of Dismissal with Prejudice and agree to a Consent
Mutual Dismissal with Prejudice as to all claims which were
made or could have been made at any time in the Young
case by either party, upon Plaintiff’s receipt of all
agreed upon sums described herein. Each Settling
Party further releases and waives with prejudice any and all
other claims of any nature which they have or may have, or
could have raised against the other Settling Party known or
unknown, up to the date that this Agreement is executed,
including but not limited to, any and all claims arising from
or in any way related to Plaintiff’s
employment/opportunity/supervision within the
Company.
NO ADMISSION OF LIABILITY
4. Neither
this Agreement nor any consideration given hereunder
constitutes an admission, nor is it to be construed as an
admission of any right, entitlement or fault or liability of
any kind on the part of any Settling Party. The
Settling Parties agree that each Settling Party denies any and
all fault or liability of any type and denies any wrongful
conduct whatsoever with regard to any matter.
PAYMENT AND COMPENSATION TO PLAINTIFF
5. For
and in consideration of the mutual releases, settlements,
promises, recitals, waivers, terms, and conditions set forth
in this Agreement, and in consideration of the
dismissal
with
prejudice of the Young case, in its entirety by the
Settling Parties, and Plaintiff’s binding covenants set
forth below, Defendant hereby agrees to transmit payment (the
“Settlement Funds”) in the amount of $120,000.00
(One Hundred Twenty Thousand and No/100 Dollars), minus
applicable federal, state, and local tax withholdings, to
Plaintiff in settlement of his claim for wages earned and
owed; $55,000.00 (Fifty-five Thousand and No/100 Dollars) in
settlement of his claim for consultant fees earned, and
$75,000.00 (Seventy-Five Thousand and No/100 Dollars) in
settlement of his claim for intentional torts; and $5,000.00
(Five Thousand and No/100 Dollars) to Beverly Adams,
Plaintiff’s attorney, in full satisfaction of all
attorneys’ fees, costs, and expenses incurred by anyone
representing Plaintiff against Defendant, according to the
following payment schedule:
(a)
on
or before November 7, 2007, (i) a check in the amount of
$15,000.00 (Fifteen Thousand and No/100 Dollars), reported as
1099 income, made payable to Eric Young and (ii) a check in
the amount of $1,000.00 (One Thousand and No/100 Dollars) made
payable to Beverly Adams;
(b) on
or before November 27, 2007, (i) a check in the amount of
$15,000.00 (Fifteen Thousand and No/100 Dollars), reported as
1099 income, made payable to Eric Young and (ii) a check in
the amount of $1,000.00 (One Thousand and No/100 Dollars) made
payable to Beverly Adams;
(c) on
or before December 27, 2007, (i) a check in the amount of
$15,000.00 (Fifteen Thousand and No/100 Dollars), reported as
1099 income, made payable to Eric Young and (ii) a
check in the amount of $1,000.00 (One Thousand and No/100
Dollars) made payable to Beverly Adams;
(d) on
or before January 27, 2007, (i) a check in the amount of
$25,000.00 (Twenty-Five Thousand and No/100 Dollars), reported
as 1099 income, made payable to Eric Young and (ii) a check in
the amount of $1,000.00 (One Thousand and No/100 Dollars) made
payable to Beverly Adams; and
(e) on
or before February 27, 2007, (i) a check in the amount of
$180,000.00 (One Hundred EightyThousand and No/100 Dollars),
minus applicable federal, state, and local tax withholdings on
$120,000 (One Hundred Twenty Thousand and No/100 Dollars) of
that amount, made payable to Eric Young and (ii) a check in
the amount of $1,000.00 (One Thousand and No/100 Dollars) made
payable to Beverly Adams (the “Balloon
Payment”).
6. The
payment of these amounts by Defendant, the issuance to
Plaintiff a vested stock option to purchase up to three
hundred eighty thousand (380,000) shares of restricted common
stock (noted below), and the approved transfer of
the 500,000 restricted shares of Common Stock issued to
Plaintiff (also noted below), will constitute payment in full
in exchange for the full, final and complete
settlement of the Young case as to Defendant and full
and final release of any and all claims, known or unknown,
against Defendant that exist or may have existed at any time
up to the date of execution of t
