EXHIBIT 10.15
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Agreement") is effective
April 6, 1998 and as executed on the date appearing below opposite relevant
signatures by and among Robert Brzustewicz, Sr. ("Brzustewicz") and Anicom,
Inc., a Delaware corporation ("Anicom").
WHEREAS, Brzustewicz and Anicom entered into an employment agreement as
of March 12, 1996, wherein Brzustewicz was to be employed by Anicom through
March 12, 2001 ("Brzustewicz Employment Agreement"), and
WHEREAS, the parties mutually wish to accelerate the expiration of the
Brzustewicz Employment Agreement and to settle and compromise all matters with
respect to the Brzustewicz Employment Agreement.
THEREFORE, in consideration of the above, the parties hereto agree as
follows:
1. The foregoing recitals are incorporated by reference herein and made a
part hereof as though fully set forth.
2. Terms not defined herein shall have the meaning given them in the
Brzustewicz Employment Agreement.
3. In consideration of the releases contained herein, Anicom shall pay to
Brzustewicz Six Hundred Thousand Dollars ($600,000) ("Settlement
Proceeds"); provided however, that Anicom's obligation to pay the
Settlement Proceeds shall only arise and shall be expressly conditioned
upon Brzustewicz having not elected to revoke this Agreement prior to
the expiration of the "Revocation Period" as described in Paragraph 14.
Within twenty four (24) hours after the expiration of the Revocation
Period, Anicom shall wire transfer the Settlement Proceeds less income,
FICA and Medicare taxes appropriately withheld in
connection with such disbursement (the "Net Settlement Proceeds") to
the Lipson, Neilson, Jacobs & Cole, P.C. Client Trust Account (the
"Transferee Account"). The wire transfer information is as follows:
Bank: Huntington Banks of Michigan (Troy, Michigan)
Routing Code: # 072410343
Account No. # 4250 011 4430
Upon receipt of the Net Settlement Proceeds, Brzustewicz or his legal
counsel shall provide written confirmation to Anicom of receipt of the Net
Settlement Proceeds. Anicom shall promptly furnish Brzustewicz or his legal
counsel with a schedule identifying the taxes withheld in connection with the
wire transfer of the Net Settlement Proceeds. In the event any taxes, interest
and/or penalties are assessed against Anicom or Brzustewicz as a result of this
Agreement or with respect to payments made pursuant hereto which involve taxes
which are customarily the responsibility of an employee, Brzustewicz agrees to
indemnify Anicom for said taxes, interest and/or penalties and to be responsible
for any taxes, interest and/or penalties assessed against him. Anicom shall be
responsible for payment of any FICA, FUTA or Medicare employment taxes
associated with payments made pursuant hereto which are customarily the
responsibility of an employer.
In the event that Anicom shall fail to timely wire transfer the Net
Settlement Proceeds to the Transferee Account, then in such event, Anicom shall
be in default hereunder and interest shall commence to accrue (as of the
expiration of the Revocation Period) on the Settlement Proceeds at the rate of
Eighteen Percent (18%) per annum, compounded monthly, or at the maximum legal
rate of interest allowed by law if lesser in amount.
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Upon default by Anicom hereunder, Brzustewicz shall furnish Anicom with
notice of such default in the manner and to the person as set forth in paragraph
20 (the "Notice of Default"). If Anicom shall not cure such default hereunder by
payment to Brzustewicz of the Settlement Proceeds (and accrued interest thereon)
within thirty (30) days of the date upon which Brzustewicz furnished Anicom the
Notice of Default, then the restrictive covenants set forth in Section 6 of the
Brzustewicz Employment Agreement shall terminate and no longer be of any legal
or equitable force or effect. The termination of such restrictive covenants
shall not constitute the sole, absolute or exclusive right or remedy of
Brzustewicz at law or in equity and it is expressly acknowledged that
Brzustewicz shall be entitled to exercise all other rights or remedies at law or
in equity to receive the Settlement Proceeds and such additional payments or
benefits provided to him under this Agreement.
4. Effective upon the Effective Date, the options granted by Anicom to
Brzustewicz to purchase up to 300,000 (originally 150,000) shares of
the common stock of Anicom for the aggregate option price of $1,856,250
(on a per-share bases, for an option price of $6.1875 per share)
pursuant to a March 12, 1996 Nonqualified Stock Option Agreement shall
be fully vested and exercisable as to any or all of the entire 300,000
shares granted therein, notwithstanding the expiration of the
Brzustewicz Employment Agreement. The expiration of the Brzustewicz's
employment by Anicom will not impact Brzustewicz's ability to exercise
any option to purchase shares granted by the March 12, 1996
Nonqualified Stock Option Agreement. Brzustewicz, his heirs,
beneficiaries, and/or his assigns, may exercise such options through
March 12, 2006. Other than the clarification
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set forth in this section, all other terms of the aforementioned March
12, 1996 Nonqualified Stock Option Agreement shall remain in effect.
(a) Effective upon the Effective Date,
Brzustewicz shall be fully vested in
all account balances established or
maintained with respect to any
Anicom Qualified Plan (as such term
is defined in such Section 5.3 of
the Brzustewicz Employment
Agreement). It is acknowledged that
the aggregate account balance of
Brzustewicz's in the Anicom 401K
Plan currently approximates
$47,000.00. This Agreement serves as
an acknowledgment that: (i)
Brzustewicz is fully vested in such
Qualified Account Plan Balance; (ii)
that Anicom will, within sixty (60)
days of the expiration of the
Revocation Period, provide
Brzustewicz with the customary
distribution package provided to
Qualified Plan participants upon
occurrence of a "break in service"
(the "Distribution Package"); and
(iii) that Anicom will fully and
completely implement the elections
and directions furnished by
Brzustewicz to Anicom in connection
with the submission of the
Distribution Package by Brzustewicz
to Anicom on or before September 15,
1998 or within thirty (30) days of
the submission of the
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Distribution Package by Brzustewicz,
whichever shall later occur.
5. In further consideration of the agreements set forth herein, Anicom
agrees to (i) continue to provide Brzustewicz with health insurance
equivalent to that provided to Brzustewicz prior to the expiration of
the Brzustewicz Employment Agreement, at no cost to Brzustewicz, until
March 1, 2001, and (ii) after March 1, 2001, to provide applicable
COBRA benefits thereafter through the applicable COBRA coverage period.
6. Effective upon the Effective Date, Anicom hereby releases and
discharges Brzustewicz from any and all liability and obligation
related to the Brzustewicz Employment Agreement, other than any
liability or obligation arising from the restrictive covenants set
forth in Sections 6 and 7 of the Brzustewicz Employment Agreement
together with such remedies for breach of such restrictive covenants as
set forth in Section 10 of the Brzustewicz Employment Agreement. The
language of such restrictive covenants and remedies for breach thereof
as set forth in the Brzustewicz Employment Agreement is as follows:
6. Restrictive Covenants
6.1 Employee's Acknowledgment. Employee agrees and
acknowledges that in order to assure Anicom that Anicom will retain its
value as a going concern, it is necessary that Employee undertake not
to utilize his special knowledge of the Business and his relationships
with customers and suppliers to compete with Anicom. Employee further
acknowledges that:
(a) Anicom is currently engaged in the
Business;
(b) Employee has occupied a position of
trust and confidence with Northern prior to the date of this Agreement
and will acquire an intimate knowledge of proprietary and confidential
information concerning Anicom and the Business as a
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Senior Executive Vice President of Anicom in Troy, Michigan after the
date of this Agreement;
(c) the agreements and covenants contained
in this Section 6 are essential to protect Anicom and the goodwill of
the Business;
(d) Anicom would be irreparably damaged if
Employee were to provide services to any person or entity or otherwise
act in violation of the provisions of this Agreement;
(e) the scope and duration of the
Restrictive Covenants are reasonably designed to protect a protectable
interest of Anicom and are not excessive in light of the circumstances;
and
(f) Employee acknowledges that the
Restrictive Covenants are being entered into as a condition to, and in
connection with, a sale of substantially all of the assets of Northern
to a wholly-owned subsidiary of Anicom.
6.2 Non-Compete. The "Restricted Period" for purposes
of this Agreement shall be the period of time commencing on the date
hereof and ending on the second anniversary of the effective date of
the termination of Employee's employment by either Anicom or Employee,
for any reason, provided that Anicom may not terminate Employee's
employment hereunder during the Initial Employment Period without
"Cause" (as defined in Section 8(d)). Employee hereby agrees that at
all times during the Restricted Period, Employee shall not, directly or
indirectly, as employee, agent, consultant, stockholder, director,
co-partner or in any other individual or representative capacity, own,
operate, manage, control, engage in, invest in or participate in any
manner in, act as a consultant or advisor to, render services for
(alone or in association with any person, firm, corporation or entity),
or otherwise assist any person or entity that engages in or owns,
invests in, operates, manages or controls any venture or enterprise
that directly or indirectly engages or proposes to engage in the
Business anywhere within thirty (30) miles of any office of Anicom or
Purchaser existing as of the earlier of the date of determination and
the effective date of the termination of Employee's employment
(collectively, the "Territory"); provided, however, that nothing
contained herein shall be construed to prevent Employee from (i)
engaging in a business in which the sale of wire and cable is ancillary
to the conduct of the business and such business does not compete with
Anicom, or (ii) investing in the stock of any competing corporation
listed on a national securities exchange or traded in the
over-the-counter market, but only if Employee is not involved in the
business of said corporation and if Employee and his "associates" (as
such term is defined in Regulation 14A promulgated under the Securities
Exchange Act of 1934, as in effect on the date hereof, collectively, do
not own more than an aggregate of two percent of the stock of such
corporation.
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6.3 Non-Solicitation. Without limiting the generality
of the provisions of Section 6.2 above, Employee hereby agrees that,
during the Restricted Period, Employee will not, directly or
indirectly, as employee, agent, consultant, stockholder, director,
partner or in any other individual or representative capacity solicit
business from, or otherwise seek to alter or influence Anicom's
relationship with, (a) any Person who is or was a customer of Anicom
during the Restricted Period, or from any successor in interest to any
such Person, for the purpose of marketing, selling or providing any
such Person any services or products offered by or available from
Anicom, or encouraging any such Person to terminate or otherwise alter
his, her or its relationship with Anicom, or (b) any Person who is or
was a "Prospective Customer" of Anicom, for the purpose of marketing,
selling or providing any such Person any services offered by or
available from Anicom or encouraging any such Person to terminate or
otherwise alter his, her or its relationship with Anicom. For purposes
of this Agreement, "Prospective Customer" shall mean any Person who
either Northern or Anicom has contacted (orally or in writing), during
the one year period prior to the earlier of (i) the date of
determination or (ii) the effective date of the termination of
Employee's employment with Anicom, with the goal of such Person
becoming a customer of Northern or Anicom.
6.4 Interference with Employee Relationships. During
the Restricted Period, Employee shall not, directly or indirectly, as
employee, agent consultant stockholder, director, co-partner or in any
other individual or representative capacity, other than as expressly
authorized by Anicom to act on behalf of Anicom, employ or engage,
recruit or solicit for employment or engagement, any person who is or
becomes employed or engaged by Anicom during the Restricted Period, or
otherwise seek to influence or alter any such Person's relationship
with Anicom.
6.5 Interference with Supplier Relationships. During
the Restricted Period, Employee shall not, directly or indirectly, as
employee, agent consultant stockholder, director, co-partner or in any
other individual or representative capacity, other than as expressly
authorized by Anicom to act on behalf of Anicom, seek to influence or
alter Anicom's relationship with (a) any Person who is or was a
supplier or vendor of Anicom during the Restricted Period, or any
successor in interest to any such Person, or (b) any Person who is or
was a "Prospective Supplier" of Anicom. For purposes of this Agreement,
"Prospective Supplier" shall mean any Person who Northern or Anicom has
contacted (orally or in writing) during the one year period prior to
the earlier of (i) the date of determination or (ii) the effective date
of the termination of Employee's employment with Anicom, with the goal
of such Person becoming a supplier or vendor of Northern or Anicom.
6.6 Blue-Pencil. If any court of competent
jurisdiction shall at any time deem the term of this Agreement or any
particular Restrictive Covenant too lengthy or the Territory too
extensive, the other provisions of this Section 6 shall nevertheless
stand, and the Restricted Period shall be deemed to be the longest
period permissible by law under
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the circumstances and the Territory shall be deemed to comprise the
largest territory permissible by law under the circumstances. The court
in each case shall reduce the Restricted Period and/or the Territory to
a permissible duration or size.
7. Confidential Information. During the term of this Agreement
and thereafter, Employee shall keep secret and retain in strictest
confidence, and shall not, without the prior written consent of Anicom,
furnish, make available or disclose to any third party or use for the
benefit of himself or any third party, any Confidential Information,
except to the extent reasonable necessary to carry out Employee's
duties and responsibilities to Anicom. As used in this Section 7,
"Confidential Information" shall mean any information relating to the
Business or affairs of Anicom, including but not limited to information
relating to financial statements, business plans, forecasts, purchasing
plans, customer identities, potential customers, employees, suppliers,
equipment, programs, strategies and information, analyses, profit
margins or other proprietary information used by Anicom in connection
with the conduct of the Business, provided, however, that Confidential
Information shall not -include any information which is in the public
domain or becomes known in the industry through no wrongful act on the
part of Employee. Employee acknowledges that the Confidential
Information is vital, sensitive, confidential and proprietary to
Anicom.
10. Employee acknowledges and agrees that the covenants set
forth in Section 6 and 7 of this Agreement (collectively, the
"Restrictive Covenants") are reasonable and necessary for the
protection of Anicom's business interests, that irreparable injury will
result to Anicom if Employee breaches any of the terms of the
Restrictive Covenants, and that in the event of Employee's actual or
threatened breach of any such Restrictive Covenants, Anicom will have
no adequate remedy at law. Employee accordingly agrees that in the
event of any actual or threatened breach by him of any of the
Restrictive Covenants, Anicom shall be entitled to immediate temporary
injunctive and other equitable relief, without bond and without the
necessity of showing actual monetary damages, subject to hearing as
soon thereafter as possible. Nothing contained herein shall be
construed as prohibiting Anicom from pursuing any other remedies
available to it for such breach or threatened breach, including the
recovery of any damages which it is able to prove.
Brzustewicz hereby reaffirms the above covenants and provisions
appearing in the Brzustewicz Employment Agreement. It is agreed that the
restrictive covenant set forth in Section 6 of the Brzustewicz Employment
Agreement duplicated above terminates March 12, 2003 and will not extend beyond
March 12, 2003.
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7. Brzustewicz acknowledges and understands that the payments and
commitments provided for him under this Agreement are in consideration
of Brzustewicz waiving and otherwise releasing Anicom and its past and
present parent and subsidiary companies, affiliates, owners, directors,
officers, agents, employees, successors, heirs and assigns (the "Anicom
Group"), from certain claims, demands, rights, liabilities, and causes
of action. Accordingly, by the execution of this Agreement, and in
return for the consideration given to Brzustewicz as detailed in
paragraphs 3, 4 and 5 of this Agreement, Brzustewicz does hereby
release, waive, forever discharge and covenants not to sue or to file
administrative charges against the Anicom Group with respect to any and
all claims, demands, rights, liabilities, and causes of action of any
kind or nature arising out of or in connection with Brzustewicz's
employment relationship with Anicom or his separation from employment
with Anicom, and any and all other claims, known and unknown, which
Brzustewicz has or may have against Anicom, other than the "Surviving
Claims" as defined in Section 8. In conjunction with the foregoing,
Brzustewicz agrees to sign the attached Release of Claims, which is
incorporated herein by this reference.
8. It is acknowledged and agreed that the terms and provisions of
paragraph 7 which provide for a general release by Brzustewicz of the
Anicom Group shall not apply to one or more of the following claims
(collectively the "Surviving Claims"):
(i) The obligations of
Anicom to Brzustewicz
as set forth in
Agreement and
specifically paragraphs
3, 4 and 5 of this
Agreement;
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(ii) The obligation to
indemnify Brzustewicz
with respect to any
liability or obligation
which is covered by any
insurance policy
obtained by Anicom in
which Anicom and/or
Brzustewicz are or were
insured or covered
parties, including but
not limited to
directors'and officers'
liability insurance;
(iii) Any liability or
obligation of Anicom to
Brzustewicz under that
certain Indemnification
Agreement dated March
12, 1996 between
Brzustewicz and Anicom
or otherwise pursuant
to Article XII of the
Restated Certificate of
Incorporation of
Anicom, Inc. with
respect to
Brzustewicz's service
as a director or
officer of Anicom; or
(iv) Any and all claims,
demands, rights,
liabilities, and causes
of action of any kind
or nature whatsoever
which arise or accrue
with respect to events
occurring subsequent to
the execution date of
this Agreement.
(a) It is also agreed that the neither
the execution of this Agreement nor
the Release of Claims described
herein shall
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affect, modify, enlarge, diminish,
impact, amend, terminate, create,
revoke or otherwise change or alter
the following:
(i) The obligation of
Anicom to make the last
$1,133,768 payment to
Northern Wire & Cable,
Inc. (now known as
Northern Liquidation
Company) on March 12,
1999, pursuant to the
March 12, 1996
NonNegotiable Note
executed by Anicom as
maker originally given
to Northern Wire &
Cable, Inc.; or
(ii) Any right, privilege,
immunity or power
inherent to, attendant
with or otherwise
associated with the
capital stock in Anicom
(or any successor in
interest of Anicom)
which is owned by
Brzustewicz, his heirs,
personal
representatives,
transferees, successors
or assigns, regardless
of whether such capital
stock is now owned or
hereafter acquired.
9. As part of this Agreement, Brzustewicz also agrees (a) to waive
reinstatement and not to seek future employment in any position with
Anicom, or any of its parents,
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subsidiaries or affiliates, and (b) to refrain from making any
unfavorable comments, in writing or verbally, about Anicom, its staff
or its policies or procedures.
10. This Agreement does not constitute an admission by Anicom of a
violation of any contract, law, order, regulation, enactment or public
policy, and Anicom specifically denies any such violation or
wrongdoing. This Agreement, its execution, and implementation shall not
in any respect be construed, and shall not be admissible in any
proceeding, as evidence of (1) an admission of an unlawful employment
practice under any federal, state or local statute, regulation, order,
or public policy, or (2) an admission by Anicom of a violation of the
common law or public policy of the State of Michigan or that of any
other State, relating to the discharge of employees or the termination
of the employment relationship between employer and employee, or (3)
any tort or breach of contract by Anicom; provided however, that none
of the foregoing restrictions shall prohibit Brzustewicz from
introducing this Agreement into evidence in connection with a legal
proceeding enforcing the terms of this Agreement or seeking damages
resulting from a breach thereof by Anicom.
11. The parties agree to return any property in their possession which
belongs to the other party on or before the expiration of the
Revocation Period.
12. The parties agree that any press release or internal communication to
be issued relating to the expiration of the Brzustewicz Employment
Agreement shall state that Brzustewicz's motivation in leaving the
employment of Anicom was his desire to pursue charitable activity and
business pursuits unrelated to the business activity of Anicom and that
Anicom was willing to honor Brzustewicz's desires. Anicom, for itself
and on behalf
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of its parents, subsidiaries, affiliates, owners, directors, officers,
agents, employees, successors, heirs and assigns agrees to refrain from
making any unfavorable comments, in writing or verbally, about
Brzustewicz.
13. Notwithstanding Brzustewicz' s entitlement to election to Anicom's
Board of Directors pursuant to Section 3 of the Brzustewicz Employment
Agreement (or any other agreement related to the March 12, 1996 Asset
Purchase Agreement between Anicom and Northern Wire & Cable, Inc.,
inter alia), it is agreed that upon payment of the Settlement Proceeds,
Brzustewicz will execute and deliver to Anicom the corporate resolution
in the form delivered concurrently herewith which nominates Alan B.
Anixter to be a Director of Anicom in the place of Brzustewicz.
Brzustewicz further relinquishes any right or entitlement to be
nominated or elected to Anicom's Board of Directors in the future.
14. Brzustewicz, Anicom and their respective legal counsel expressly
recognize that this Agreement shall be revocable for the seven (7)
calendar day period following execution of this Agreement by
Brzustewicz. Accordingly, this Agreement shall not become effective or
enforceable until 5:00 p.m. EDT of the eighth day immediately following
the date of this Agreement (the "Effective Date"). The period of time
between the execution of this Agreement and the Effective Date shall
constitute the "Revocation Period". Brzustewicz, Anicom and their
respective legal counsel further expressly recognize that upon
expiration of the Revocation Period, this Agreement will become
irrevocable. In any action to enforce this Agreement, the terms of the
Agreement shall be binding, and the reneging party expressly and
irrevocably waives any right to contest or
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collaterally attack its terms on any basis, including but not limited
to ignorance or mistake. This acknowledgment is not a mere recital by
the parties.
15. In compliance with The Older Workers Benefit Protection Act (P.L.
101-433), Anicom and Brzustewicz do hereby acknowledge as follows:
(a) Brzustewicz acknowledges that he
fully understands this
Agreement:
(b) Brzustewicz acknowledges that
this Agreement and his release
and waiver of claims as
expressly provided under this
Agreement and the attached
Release of Claims specifically
applies to any rights or claims
he may have against Anicom or
any party released herein under
the Federal Age Discrimination
in Employment Act of 1967, as
amended;
(c) This Agreement does not purport
to waive rights or claims that
may arise from acts or events
occurring after the date that
this Agreement is executed by
the parties;
(d) Brzustewicz acknowledges that
the consideration provided for
in this Agreement and the
provisions of this paragraph is
in addition to any amounts to
which he is already entitled;
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(e) Brzustewicz further acknowledges
that he has been advised of his
right to consult with an
attorney prior to signing this
Agreement and that he has been
given a period of twenty one
(21) days within which to
consider whether to sign this
Agreement; and
(f) This Agreement shall be
revocable by Brzustewicz until
expiration of the Revocation
Period.
16. It is further agreed that Brzustewicz will not encourage any employee
or former employee of Anicom in litigating claims or filing
administrative charges against Anicom, and/or its parents,
subsidiaries, affiliates, owners, agents, officers, directors,
shareholders, or employees, unless required to provide testimony or
documents pursuant to a lawful subpoena or as otherwise required by
law. Further, Anicom shall not encourage the prosecution of any third
party claims against Brzustewicz.
17. Both Brzustewicz and Anicom agree to keep the nature, terms, and
conditions of this Agreement confidential. Anicom and Brzustewicz may
disseminate the Agreement as necessary for internal administrative
purposes, or as required by lawful subpoena, litigation discovery
request, government-regulatory inquiry or request for information, and
the parties may share information concerning the Agreement with their
legal counsel and tax advisors as necessary for purposes of legal or
tax advice. Anicom and Brzustewicz agree to instruct all individuals
whom they inform of the nature, terms, and/or conditions of this
Agreement, of the confidential nature of the Agreement. In response to
any inquiry from third persons not otherwise referred to in this
paragraph concerning this Agreement,
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Brzustewicz agrees to limit his response solely to a statement he has
resigned and that the matter has been resolved or words of similar
effect.
18. This Agreement and the attached Release of Claims shall be construed
without regard to the identity of the person who drafted their
provisions and their provisions shall be construed as if each of the
parties participated in its drafting. Any rules of construction that a
document is to be construed against the drafting party shall not apply
to this Agreement.
19. Brzustewicz states that he has read and understands that this Agreement
and the attached Release of Claims is meant as a settlement and
release, releasing Anicom from any and all claims he may have against
it other than the Surviving Claims, that he voluntarily agrees to the
terms herein, that he knowingly and willingly intends to be legally
bound by the same, that he was given adequate opportunity to consider
this Settlement Agreement and Release of Claims, and that the terms and
conditions hereof were determined by negotiation between Brzustewicz
and Anicom.
20. Brzustewicz acknowledges that any purported revocation of this
Agreement must be in writing and signed by him, directed to Anicom's
Vice President & General Counsel and received by Anicom's Vice
President & General Counsel prior to the end of the Revocation Period.
21. This Agreement shall be governed by and construed in accordance with
the laws of the State of Michigan.
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22. If any action is brought to interpret or enforce any provision of this
Agreement or the rights or obligations of any party to the Agreement,
the prevailing party shall be entitled to recover reasonable attorneys'
fees and costs from the losing party in opposition.
23. No provisions of this Agreement may be modified, amended or terminated
except by a written agreement executed by all of the parties to this
Agreement.
24. This Agreement and the attached Release of Claims constitutes and
contains the entire agreement and understanding between the parties
concerning the subject matter of this Agreement, and supersedes all
prior negotiations, proposed agreements and understandings, if any,
between the parties.
25. This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and
the same document.
26. All of the terms and conditions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
heirs, successors and assigns.
27. Each person executing this Agreement warrants and represents that he is
duly authorized to execute the Agreement on behalf of and to legally
bind, the party for whom he is signing.
[BALANCE OF PAGE LIFT BLANK INTENTIONALLY]
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IN WITNESS WHEREOF, the Agreement is duly executed on the dates
appearing below.
ANICOM, INC.
Dated:________________________ By_______________________________
Donald C. Welchko,
Chief Financial Officer
ROBERT BRZUSTEWICZ, SR.
Dated:________________________ _________________________________
Robert Brzustewicz, Sr.
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