SETTLEMENT AND RELEASE
AGREEMENT
THIS AGREEMENT is
made and entered into this 22 day of August, 2008, by and
among David Handleman and Handleman Company.
The term “DH
Parties” shall mean David Handleman, for himself and all his
heirs, successors, assigns, including but not limited to his Estate
and any of his Trusts as well as anyone claiming any rights under
the Advisory Agreement dated August 16, 1989 (a copy of which
is attached as Exhibit A), and each of them.
The term “HC
Parties” shall mean Handleman Company, its predecessors,
heirs, successors, branches, divisions, parents, subsidiaries,
affiliates, and assigns, and its present and former shareholders,
directors, officers, agents, employees, attorneys of all such
entities/persons, and each of them.
The term
“Parties” shall mean collectively the DH Parties and
the HC Parties.
Whereas, David
Handleman filed a complaint in the Circuit Court for the County of
Oakland, State of Michigan, styled as David Handleman v.
Handleman Company , Case No. 08-090111-CZ, which complaint
alleges breach of contract and seeks damages (the
“Lawsuit”). Handleman Company filed an answer and
affirmative defenses, denying any and all claims of the
complaint.
Whereas, the
Parties have reached agreement to compromise and settle any and all
claims on the terms and conditions as set forth in this
Agreement.
NOW,
THEREFORE , in consideration of the mutual promises and
covenants contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:
1. Return
of 2007 Mercedes S 550v by David Handleman . Simultaneously
with the delivery of payment set forth in paragraph 2, David
Handleman shall relinquish to Handleman Company the 2007 Mercedes S
550v that Handleman Company had provided to David Handleman. The
relinquishment of the vehicle shall include all keys and necessary
papers for the vehicle.
2.
Payment by Handleman Company of $550,000.00 . Within 10
business days of execution of this Agreement, Handleman Company
shall deliver to counsel for David Handleman a check for
$550,000.00 made payable to “David
Handleman.”
3. Release, Covenant Not to Sue, and Termination of
Advisory Agreement. The DH Parties hereby release, acquit and
forever discharge the HC Parties of and from any and all claims,
demands, damages, judgments, actions or causes of action, both
known and unknown, liquidated and unliquidated, fixed and
contingent, direct and indirect, under any state or federal law or
laws
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