RELEASE AND WAIVER OF GUS PETRUZZELLI
This Release and Waiver is made as of the 13th day of
December, 1995, between Gus Petruzzelli ("Petruzzelli") and
Spectrum Information Technologies, Inc. (the "Company").
WHEREAS, Petruzzelli and Company have entered into an
Employment Agreement, dated March 1, 1994 (the "Employment
Agreement"), pursuant to which Company may have incurred, and
may in the future incur, certain obligations to Petruzzelli;
WHEREAS, the Employment Agreement provides for the
employment of Petruzzelli by Company, and Petruzzelli has been
an employee of Company, since the date of the Employment
Agreement;
WHEREAS, Petruzzelli, in consideration of the mutual
agreements and covenants set forth herein, desires to release
Company from the Employment Agreement on the terms and
conditions of this Release and Waiver;
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
I. RELEASE AND WAIVER
PETRUZZELLI AGREES TO RELEASE, REMISE, ACQUIT AND
DISCHARGE COMPANY AND ITS OFFICERS, AGENTS, EMPLOYEES,
GUARANTORS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS,
ADVISERS, SUCCESSORS AND ASSIGNS (THE "SPECTRUM GROUP"),
JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR
UNKNOWN, WHICH PETRUZZELLI, HIS HEIRS, SUCCESSORS, OR ASSIGNS
HAVE, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF
THE SPECTRUM GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER
OF THE SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO
PETRUZZELLI, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF
ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY
AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER
ANY POLICY, AGREEMENT, ARRANGEMENT OR PRACTICE OF OR WITH ANY
MEMBER OF THE SPECTRUM GROUP (INCLUDING ANY INDEMNIFICATION
AGREEMENT OR OBLIGATION) OR ANY FEDERAL, STATE, OR LOCAL LAW
OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING
WHATSOEVER FROM THE BEGINNING OT THE WORLD TO THE DATE OF THIS
MUTUAL RELEASE AND WAIVER, INCLUDING, WITHOUT LIMITATION, ANY
SUCH CLAIMS THAT ARISE OUT OF OR RELATE TO (i) PETRUZZELLI'S
RELATIONSHIP WITH THE SPECTRUM GROUP, (ii) THE TERMINATION OF
SUCH RELATIONSHIP OR (iii) THE EMPLOYMENT AGREEMENT, BUT
EXCLUDING EMPLOYEE'S RIGHTS REGARDING PRESENTLY VESTED OPTIONS
ISSUED TO EMPLOYEE TO PURCHASE EMPLOYER'S COMMON STOCK IN
ACCORDANCE WITH THE TERMS OF THE PLAN UNDER WHICH SUCH
OPTIONS HAVE BEEN GRANTED AND THE TREATMENT OF SUCH
OUTSTANDING OPTIONS IN EMPLOYER'S PLAN OF REORGANIZATION.
THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED,
INCLUDING, BUT NOT LIMITED TO, WAGES, BACK PAY, FRONT PAY,
COMPENSATORY DAMAGES OR PUNITIVE DAMAGES. PETRUZZELLI FURTHER
AGREES THAT HE WILL NOT FILE OR PERMIT TO BE FILED ON HIS
BEHALF ANY SUCH CLAIM.
II. Identified Consideration
In consideration for the release and waiver evidenced
hereby, the Company shall within seven (7) days following
bankruptcy court approval of this agreement as set forth in
paragraph VI(c) pay Petruzzelli the sum of one hundred
thousand dollars ($100,000.00), subject to applicable
withholding and taxes. Petruzzelli acknowledges and agrees
that the foregoing amount is in addition to any amount to
which he would otherwise be entitled from the Company.
III. Return of Benefits
Petruzzelli acknowledges and agrees that for a period of
six (6) months following the effective date of this agreement
he will immediately notify the Company if he accepts
employment or performs services as a consultant, independent
contractor or otherwise for the Company, any of its
subsidiaries or any entities that have been subsidiaries of
the Company within the one year prior to the effective date of
this agreement and will return all payments received by
Petruzzelli pursuant to this Release and Waiver.
IV. No Admission
The Company admits no liability of any sort to
Petruzzelli, and nothing herein is intended to, or shall be
deemed to, constitute an admission of liability of any kind by
the Spectrum Group.
V. Third-Party Beneficiary Rights
Petruzzelli agrees that the terms of this Release and
Waiver shall inure to the benefit of and shall be enforceable
by each member of the Spectrum Group, each of whom is intended
to be a third-party beneficiary hereof, and its respective
successors and assigns.
VI. General Provisions
(a) This Release and Waiver constitutes the entire
understanding of Company and Petruzzelli with respect to the
subject matter hereof, and supersedes all prior
understandings, written or oral, except as expressly provided
herein. The terms of this Release and Waiver may be changed,
modified or discharged only by an instrument in writing signed
by the parties hereto. A failure of a party to insist on
strict compliance with any provision of this Release and
Waiver shall not be deemed a waiver of such provision or any
other provision hereof. In the event that any provision of
this Release and Waiver is determined to be so broad as to be
unenforceable, such provision shall be interpreted to be only
so broad as is enforceable.
(b) This Release and Waiver shall be construed,
enforced and interpreted in accordance with and governed by
the laws of the State of New York without reference to the
principles and conflicts of law. The courts of New York shall
have jurisdiction to entertain any action arising hereunder.
(c) Petruzzelli acknowledges that he has been given
more than 21 days to consider this agreement and eight days to
revoke his agreement hereto. This agreement shall be
submitted to and only become effective upon the approval by
the United States Bankruptcy Court for the Eastern District of
New York.
VII. Knowing and Voluntary Waiver
Petruzzelli agrees and acknowledges that he has read
this Release and Waiver, has consulted with an attorney of his
choosing with respect hereto and completely understands the
terms and consequences hereof and that the execution of this
Release and Waiver is his or its knowing, free and voluntary
act.
______________________________________
Gus Petruzzelli
SPECTRUM INFORMATION TECHNOLOGIES, INC.
______________________________________
By: Donald J. Amoruso,
Chief Executive Officer