|
|
SETTLEMENT AND RELEASE
AGREEMENT
|
DAVID L. PARKER
and
OXFORD MEDIA, INC.
EFFECTIVE DATE:
_____________, 2007
SETTLEMENT AND RELEASE AGREEMENT
I
PARTIES
THIS SETTLEMENT AND RELEASE AGREEMENT (the
“Agreement”) is entered into effective as of the ____
day of ____________, 2007 (the “Effective Date”), by
and between DAVID L. PARKER, an individual residing in the State of
California (“Parker”); and ,
OXFORD MEDIA, INC., a Nevada corporation (“Oxford”).
Parker and Oxford are sometimes referred to collectively herein as
the “Parties”, and each individually as a
“Party”.
II
RECITALS
A.
Parker
is employed by Oxford in order to render services pursuant to the
terms and conditions of an Employment Agreement with an effective
date of 01 October 2005 (the “Employment Agreement”), a
copy of which is attached hereto as Exhibit II-A.
B.
Parker
also currently serves on the Board of Directors of Oxford (the
“Board”).
C.
The
Parties mutually desire to terminate Parker’s employment
relationship without dispute or cause, effective as of the
Termination Date (as defined in Section 4.1, below), and to
terminate Parker’s status as a member of the Board effective
as of the Termination Date. Oxford conditionally offers to do so,
provided Parker (i) enters into and complies with all of the terms
and conditions of this Agreement, including but not limited to the
provision of assurances to Oxford that he will not assert any
claims of any kind against Oxford arising out of Parker’s
employment with Oxford and his status as a member of the Board;
and, (ii) abides by and honors his obligations to maintain and
protect Oxford’s, and Oxford’s affiliates,
subsidiaries, predecessors, parents, related businesses and
entities’ Trade Secret and Confidential
Information.
D.
Parker
conditionally offers to terminate his employment relationship
without dispute, effective as of the Effective Date of this
Agreement, and to terminate his status as a member of the Board
effective as of the Termination Date, in exchange for valid
consideration to be transferred by Oxford hereunder, so long as
Oxford enters into and complies with all of the terms and
conditions of this Agreement, including but not limited to the
provision of assurances to Parker that Oxford will not assert any
claims of any kind against Parker and specifically identified
related parties arising out of Parker’s employment with
Oxford and his status as a member of the Board.
E.
This
Agreement is to specifically encompass all of the claims and
related factual and legal circumstances noted above (collectively
referred to as the “Claims”). As such, it is the intent
of the Parties that their respective rights and obligations to each
other from this day forward shall be determined exclusively under
the terms of this Agreement.
F.
All
Parties are desirous of settling the Claims and releasing each
other from all future liability.
G.
NOW, THEREFORE, in consideration of the promises
and the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:
III
RELEASE
3.1
Exchange . In consideration of the
execution of this Agreement and the satisfaction of the
obligations of each of the respective Parties hereunder, and
other good and valuable consideration, the receipt and value
of which is hereby confirmed, Parker on the one hand, and
Oxford on the other hand, shall hereby fully, finally, and
forever settle and release each other from any and all claims,
losses, fines, penalties, damages, demands, judgments, debts,
obligations, interests, liabilities, causes of action,
breaches of duty, costs, expenses, judgments and injunctions
of any nature whatsoever, whether known or unknown, arising
out of or related to the relationships between the Parties
prior to the Effective Date, specifically including, but not
limited to, the Claims (cumulatively referred to as the
“Released Claims”).
3.2
Complete Release and Hold Harmless .
All Parties, for themselves, itself, their heirs, executors,
administrators, successors, and assigns, hereby agree to
release, discharge and hold harmless each other and the
other’s directors, employees, shareholders, managers,
officers, members, affiliates, subsidiaries, predecessors,
parents, related businesses and entities, attorneys and each
of their successors and assigns from any and all known and
unknown claims of every nature and kind whatsoever which they
now or hereafter may have with respect to each other and/or
the Claims, notwithstanding Section 1542 of the California
Civil Code, which provides that:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, AND WHICH IF KNOWN BY HIM, MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
All
rights under §1542 of the California Civil Code, as well
as under any other statutes or common law principles of
similar effect, are hereby expressly, fully, knowingly,
intentionally and forever waived and relinquished by the
Parties. Each Party hereby acknowledges that each understands
the significance and consequences of such waiver under
§1542 of the California Civil Code, and that each had the
opportunity to seek the advice of legal counsel of its
choice.
3.3
Scope of Parker’s Release .
Parker further expressly understands that the rights being
waived hereunder specifically include, but are not limited to,
any and all claims under (as any of the same may be amended
from time to time) Title VII of the Civil Rights Act of 1964;
Sections 1981 and 1983 of the Civil Rights Act of 1866; Equal
Pay Act; Americans with Disabilities Act; Age Discrimination
in Employment Act; Employee Retirement Income Security Act;
Fair Labor Standards Act; Family and Medical Leave Act; WARN
Act; the United States and California Constitutions;
California Fair Employment and Housing Act; California Family
Rights Act; California Labor Code; any applicable California
Industrial Welfare Commission Wage Order; with respect to the
foregoing constitutional and statutory references, any
comparable constitution, statute or regulation of any other
state; all claims of discrimination or harassment on account
of race, sex, sexual orientation, national origin, religion,
disability, age, pregnancy, veteran’s status, or any
other protected status under any federal or state statute; any
federal, state or local law enforcing express or implied
employment contracts or covenants of good faith and fair
dealing; any federal, state or local laws providing recourse
for alleged wrongful discharge or constructive discharge,
termination in violation of public policy, tort, physical or
personal injury, emotional distress, fraud, negligent
misrepresentation, defamation, and any similar or related
claim; together with any claim under any other local, state or
federal law or constitution governing employment,
discrimination or harassment in employment, or the payment of
wages or benefits, whether or not now known, suspected or
claimed, which Parker ever had, now has, or may claim to have
in the future as of the date of this Agreement. This
Agreement and the scope of the release by Parker hereunder
expressly includes any statutory claims, including, but not
limited to, claims under the Age Discrimination in Employment
Act (the “ADEA”) and the Older Workers’
Benefit Protection Act (“OWBPA”), except that this
Agreement does not waive rights or claims under the ADEA which
may arise after the Effective Date of this
Agreement.
3.4
After Acquired Information . The
Parties acknowledge that they may hereafter discover
information, facts, or circumstances different from or in
addition to those which they now know or believe to be true.
Except as otherwise provided herein to the contrary, this
Agreement shall remain in full force and effect in all
respects notwithstanding such discovery, and the Parties
expressly accept and assume the risk of such possible
additions to or differences from those facts now known or
believed to be true.
3.5
Enforceability . The enforceability of
this Agreement is conditioned upon each respective Party
satisfying its respective obligations hereunder. Any action by
either Party, whether or not permitted under applicable law,
(i) constituting a material default hereunder; or, (ii)
inconsistent with the concept of the complete release
envisioned hereunder, shall, in the discretion of the other
Party, constitute a material default of this Agreement
rendering null and void the complete releases hereunder and
the consideration issued hereunder.
3.6
Assignment of Released Claims . The
Parties hereby covenant that none of the Released Claims has
been assigned to any other person, and that no other person
has any interest in any of the Released Claims. In the event
any other person asserts any interest with respect to the
Released Claims, then the Party breaching this covenant shall
fully defend and indemnify the Party against whom such claim
is asserted for any and all damages, costs, and fees of any
kind.
3.7
Specific Exclusion . It is expressly
understood that the release contained in this Agreement does
not encompass or include any of the following:
(a) The
promises and obligations of the Parties under this Agreement,
including but not limited to the registration obligations of
Oxford under Section 5.3, below; or
(b) The
intentionally willful, tortious, or criminal acts of either
Party after the execution of this Agreement; or
(c) Any
and all indemnification rights available to Parker under
applicable state law, none of which shall be deemed waived by
Parker hereunder.
3.8
No Admission of Liability .
Notwithstanding the terms and conditions of this Agreement,
execution hereof shall in no manner or form constitute the
admission of liability or responsibility of either Party in
respect to the Claims.
IV
EMPLOYMENT RELATIONSHIP
4.1
Voluntary Termination of Employment .
The Parties agree that Parker voluntarily accepted termination
of his employment with Oxford, and that his last day of
employment by and with Oxford shall be deemed to be the 16
th day
of July, 2007 (the “Termination Date”). As of the
Termination Date and as additional consideration hereunder,
Parker voluntarily resigned any and all positions he held in
and with Oxford as an employee, and the Employment Agreement
shall be deemed to be terminated.
4.2
Voluntary Termination as a Board
Member . The Parties agree that Parker
voluntarily accepted termination of his position as a member
of the Board, and that his last day as a member of the Board
shall be deemed to be the Termination Date noted above. As of
the Termination Date and as additional consideration
hereunder, Parker voluntarily resigned his position as a
member of the Board.
4.3
Payment of Amounts Owed . The issuance
of stock to be made by Oxford to Parker pursuant to Article V
shall represent all amounts due Parker for unpaid and accrued
wages and benefits, if applicable, including but not limited
to sick leave, vacation time, severance, and all other amounts
which may be due to Parker from Oxford hereafter, and Parker
shall neither make, nor be entitled to any other amounts,
except as provided in Section 4.4, below.
4.4
Health Insurance . Oxford, at its sole
cost and expense, shall maintain in full force and effect the
health insurance benefits provided to Parker up to and until
all of the Shares are fully registered pursuant to Section
5.3, below. Thereafter, such coverage shall terminate, unless
Parker makes a proper election to continue such coverage under
COBRA, in which case all such benefits shall be at his sole
cost and expense. Any and all other coverage of any kind
extending beyond the terms and conditions of this Agreement
will be solely at the expense of Parker and subject to the
terms and conditions of the documents governing the medical
plan. It is the sole responsibility of Parker to comply with
said terms and conditions, and Oxford will have no liability
for the future failure of Parker to acquire COBRA
coverage.
4.5
Express Waiver of Any Other Amounts
. Pa
|
