Exhibit 10.15
SETTLEMENT AND RELEASE
AGREEMENT
This Settlement and Release Agreement
(the “Agreement”) is entered into on this _____ day of
September 2008 by and among InterClick, Inc. f/k/a Customer
Acquisition Network Holdings, Inc. (“InterClick”),
Options Media Group Holdings, Inc. and its subsidiaries
(collectively, “Options”) and Hagai Shechter
(“Shechter”).
WHEREAS, InterClick and Shechter are
parties to that certain Agreement and Plan of Merger dated December
18, 2007 (“Merger Agreement”) and that certain
Employment Agreement dated January 4, 2008 (“Employment
Agreement”).
WHEREAS, the certain disputes have arisen
between the parties regarding the Merger Agreement and Employment
Agreement.
WHEREAS, InterClick and Shechter
have agreed to compromise and settle all claims arising
between them on the terms and conditions set forth in this
Agreement.
WHEREAS, Options assumed liability for
the Employment Agreement.
NOW THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and other
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Recitals :
The foregoing recitals are true and
correct material representations that are incorporated herein by
reference.
2.
Payment :
a.
Upon the execution of this Agreement,
InterClick shall deliver the sum of $600,000 payable to the John
Arrastia, Jr. P.A. Trust Account for the benefit of
Shechter.
b.
In addition, InterClick shall deliver a
promissory note, in the form of Exhibit “A” (the
“Note”) to Shechter in the sum of $500,000, payable in
two equal installments on October 15, 2008 and January 15, 2009.
The Note is attached and incorporated by reference into this
Agreement.
c.
Options and Shechter shall execute a
commercial lease in the form of Exhibit “B”.
3.
Distribution of Settlement Funds
and Executed Documents :
The parties agree that all executed
settlement documents shall be delivered to Robert Wayne Pearce,
P.A. to be held in escrow. Upon receipt of all settlement
documentation from each party and receipt of the settlement check
and Note from InterClick, Robert Wayne Pearce, P.A. shall deliver a
complete set of executed settlement
documents to each party and the
settlement check and Note to John Arrastia, Jr. P.A. for the
benefit of Shechter.
4.
Resignation and
Termination :
The execution of this Agreement shall
operate as Shechter’s resignation from all employment at
InterClick and Options and as an officer of Options. This
resignation shall not be construed as “cause” or
“good reason”, as defined in the Employment Agreement,
and the parties shall construe the resignation as a mutually-agreed
upon separation.
5.
Personal Guaranties
:
Options shall attempt to effect the
removal of Shechter from any and all personal guaranties for vendor
relationships that relate to or arise from the Merger Agreement and
subsequent events arising from that agreement, specifically
identified as : (a) Marlin Leasing A/C 001-037-4743-002; (b)
Marlin Leasing A/C 001-037-4743-001; (c) American Express A/C
371530167691002; and (d) American Express A/C 371546391201004.
In the event that Options is unable to effect the
removal of Shechter as guarantor from the obligations identified as
Section 5(b)-(d) within 5 days of this Agreement, it shall pay off
and discharge those obligations in full and indemnify and hold
harmless Shechter from any and all damages for any action filed in
connection with these obligation. In the event that
Options is unable to effect the removal of Shechter as guarantor
from the obligation identified as 5(a) within 5 days of this
Agreement, Options shall deposit a sum equal to the full payout of
that obligation, including principal, interest, fees, and costs,
into the trust account of its attorneys, Harris Cramer LLP with
irrevocable instructions that the sum shall be solely used for the
monthly payment of the obligation, and Options shall pay off and
discharge those obligations in full, and indemnify and hold
harmless Shechter from any and all damages for any action filed in
connection with these obligation.
6.
InterClick Options
:
Notwithstanding the provisions of
Paragraph 4 of this Agreement, Shechter shall be fully vested and
entitled to the options to purchase 300,000 shares of InterClick
common stock in accordance with all of the terms within the Options
Grant except they shall only be exercisable, as follows: 1) the
option to purchase 100,000 shares of InterClick common stock shall
not be exercised before January 15, 2009; and 2) the option to
purchase 200,000 shares of InterClick common stock shall not be
exercised before one (1) year from the date of this Agreement.
InterClick, pursuant to the terms of the Option Grant, shall,
upon Shechter’s exercise of his rights and payment of the
exercise price issue shares of InterClick common stock to Shechter.
Shechter and Options agree that neither party has any
obligation or liability to the other under the Employment Agreement
or otherwise.
7.
InterClick Stock
:
In addition to the executed settlement
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