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EXHIBIT 10.10
SETTLEMENT AGREEMENT
AND
MUTUAL RELEASES
1. This is a Settlement Agreement and Mutual Release between Wayne Ford
(Ford), Jennifer Roden (Roden) and Fibr-Plast Corporation (Fibr-Plast
or Company) and also Thomas G. Watson (Watson) and Joseph Francella
(Francella), as hereafter described.
2. CONSIDERATION. The consideration for this settlement and these releases
includes the sum of $1.00 cash in hand paid by these parties each to
the other, the receipt of which is hereby acknowledged, and
additionally those representations, commitments, covenants and releases
hereafter given and exchanged.
3. FORD AND RODEN CLAIMS. Roden claims certain unpaid salary as a past
employee of Company, which claim Company disputes. Roden has filed an
action to recover such monies as case #CS-2000-7068 in the District
Court of Tulsa County, Oklahoma, styled Jennifer Roden, Plaintiff, vs.
Fibr-Plast Corporation, Defendant (The Case). Ford asserts a claim
against Company including, without limitation, salary, expenses, other
compensation and damages. Without admitting the validity of such
claims, any obligation to Roden or Ford or the entitlement of either to
any monies, Company is now paying to Roden and Ford the total cash sum
of $15,000.00, the receipt of which is hereby acknowledged, in complete
and full satisfaction of any and all accounts, claims, demands or
causes of action against Company or against its shareholders,
directors, officers, agents or attorneys (past or present) for salary,
wages, expenses, compensation of any and all kinds, personal injury
(known or unknown, now existent or hereafter discovered) or the damage
or loss of any property (known or unknown, now existent or hereafter
discovered) and covenants not to sue thereon.
4. DISMISSAL OF RODEN LITIGATION. In exchange for the foregoing
consideration, Roden shall now dismiss The Case with prejudice; in this
connection, Roden shall use that form of Dismissal With Prejudice
attached hereto as "Exhibit A."
5. FORD TRANSFER OF STOCK. In exchange for the foregoing consideration,
and for the additional consideration of $40.00 cash in hand paid, the
receipt of
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which is hereby acknowledged, Ford additionally shall transfer and
assign to Company all capital stock in Company or any claims as to
options, stock or rights or interests in the capital stock of Company.
Ford shall use those forms attached hereto as "Exhibit B."
Additionally, Ford shall now assign and surrender all stock
certificates or evidence of shares in Company or in Urban Resource
Technologies, Inc. Because such entities had dealings with or did
business for Company or for Urban Resource Technologies, Inc., Ford
also declares that he has no claim to or interest in the capital stock
of Neodyne Drilling Corporation, Neodyne Partners, Inc., Great Midwest
Corporation d/b/a GMC Corporation or Dome Corporation, and that he will
execute such disclaimers, transfers or other documents as shall be
necessary to divest him hereafter of any such interests or claims. Ford
hereby appoints the corporate secretary of Fibr-Plast as his agent and
attorney-in-fact to act as transfer agent, to transfer his certificates
in Fibr-Plast or in Urban Resource Technologies TO Fibr-Plast in
compliance with the foregoing.
6. RETURN OF COMPANY RECORDS. As further consideration owing by Roden and
Ford, each does herewith declare that she or he has now
contemporaneously returned all of the records of Company (whether
originals or copies) and including - without limitation - minute books,
resolutions, by-laws, minutes of shareholders meetings or of directors
meetings, blank or unused stock certificates, canceled stock
certificates, accounting data, and the like.
7. TRANSFER OF CLAIMS TO PATENTS, TRADEMARKS AND COPYRIGHTS. As further
consideration owing by Ford to Company, Ford does now transfer, assign,
set over and QuitClaim to Company the following:
7.1 Any and all rights to patents, patents pending, copyrights or
trademarks of Company;
7.2 Any and all claim to or interest in processes or products
conceived by Ford (alone or in conjunction with others),
during any period when he served as an officer and/or director
of Company and Urban Resource Technologies, Inc.;
7.3 Ford does herewith assign, transfer, set over and QuitClaim
the same to Company unconditionally. Ford shall use the forms
attached hereto as "Exhibit C."
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8. RELEASE BY COMPANY TO RODEN. In exchange for the foregoing
consideration, Company does hereby release Roden from any and all
accounts, claims, demands or causes of action (known or unknown, now
existing or hereafter discovered) and covenants not to sue thereon.
9. RELEASE BY RODEN TO COMPANY. For the same consideration herein
described, Roden does hereby release Company, its shareholders,
directors, officers, agents, employees and its attorneys (past and
present), from any and all accounts, claims, demands or causes of
action (agreed or disputed, now known or hereafter discovered) and
covenants not to sue thereon.
10. COMPANY RELEASE TO FORD. In exchange for the foregoing consideration,
the Company does hereby release Ford from any and all accounts, claims,
demands or causes of action of whatsoever nature and without
limitation, and covenants not to sue thereon. Watson and Francella join
in such release and they do now release Ford from any and all accounts,
claims, demands or causes of action of whatsoever nature and without
limitation, and covenants not to sue thereon.
11. FORD RELEASE TO COMPANY. As part of the consideration owing by Ford to
Company, Ford does hereby release Company, its shareholders, directors,
officers and agents, including without limitation Watson and Francella
from any and all accounts, claims, demands or causes of action
whatsoever (agreed or disputed, now known or hereafter discovered) and
covenants not to sue thereon.
12. SPECIAL COVENANT BY FORD As part of the consideration owing by Ford to
Fibr-Plast Corporation, Ford represents and acknowledges that he has
carefully read Company's form SB-2 on file with the Securities and
Exchange Commission, which he has downloaded from www.sec.gov, and all
filed amendments thereto, and he enters into this transaction,
settlement and release with full knowledge of all such documents and
the contents thereof.
13. SECOND SPECIAL COVENANT BY FORD . These parties agree that all prior
contracts, agreements and understandings between them are canceled and
are superseded by this Settlement Agreement; provided, however, that
the non-disclosure and non-competition provisions of the prior
agreements between Fibr-
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Plast and Ford shall remain in full force and effect, commencing with
the date of his resignation as an officer and director as of April 14,
2000.
14. SALE OF CORPORATE PROPERTY. At this time, Ford is in possession of a
certain computer (keyboard, CPU, monitor and mouse) leased by
Fibr-Plast from Gateway Computers. Additionally, Ford is also in
possession of a certain laptop computer. Ford has advised that he wants
to buy the desktop Gateway computer from the owner/lessor at the
stipulated price of $700.00. With respect to these two computers. The
parties have further agreed that at the closing of this settlement,
Ford shall deliver a cashier's check or money order payable jointly to
Company and Gateway Computers (or any leasing company to which Gateway
assigned the lease-purchase agreement) and Fibr-Plast in the sum of
$700.00. Fibr-Plast shall assign such check to Gateway for the purchase
of that specific desktop computer in the possession of Ford. In this
connection, these parties acknowledge that Fibr-Plast has outstanding
leases on two open and two closed (other desktop computers and Ford's
said check shall not be used to pay any obligations on these other
computers).
15. DISCLAIMER OF CORPORATE STOCK BY RODEN. In consideration of the payment
above described, the receipt of which is hereby acknowledged, Roden
does hereby declare that she has no interest in or claim to the capital
stock of Fibr-Plast Corporation, Urban Resource Technologies, Inc.,
Urban Resource Technologies, Inc., Neodyne Drilling Corporation,
Neodyne Partners, Inc., Great Midwest Corporation d/b/a GMC Corporation
or Dome Corporation. In this connection, Roden hereby appoints the
corporate secretary of Fibr-Plast as her agent and attorney-in-fact to
act as transfer agent, to transfer her certificates in Fibr-Plast and
in Urban Resource Technologies TO Fibr-Plast in compliance with the
foregoing.
16. MISCELLANEOUS
16.1 (Interpretation). The captions on the various sections and
paragraphs are for convenience only and the entire Agreement
shall be construed as a whole. The invalidity of any phrase,
clause or provision herein contained shall not render this
Agreement as void nor unenforceable and the same shall
thereafter be construed as if such phrase, clause or provision
were not herein contained and to otherwise give maximum effect
to the intent of
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these parties. This Agreement is made in Oklahoma and may be
litigated in the State, District or Federal Courts in that
County where the home offices of Company is situated. This
Agreement supersedes and cancels any prior discussions,
negotiations, agreements or contracts covering the subject
matter hereof and may hereafter be modified or amended only by
the joint written act of both parties.
16.2 (Parties Bound). This Agreement shall be binding upon and
inure to the benefit of these parties, together with their
respective personal representatives, successors and assigns
whomsoever.
16.3 (Future Disputes). If any dispute hereafter arises as to the
respective rights or obligations of the parties hereunder and
if litigation is brought to interpret or enforce the same,
then the prevailing party in that action shall be additionally
entitled to recover Court costs, reasonable suit costs and
reasonable attorney fees.
16.4. (Survival of Covenants). Notwithstanding the releases given by
these parties to one another, all of the undertakings,
promises, commitments and covenants herein given and exchanged
shall survive the closing of this transaction.
16.5 (Representation of Capacity and Authority). By signing this
document, each signatory represents that she, he or it has all
of the requisite capacity and the authority to enter into the
settlements and mutual releases, and additionally, there are
no legal or administrative judgments, decisions, orders or
matters pending which either prohibit or limit the ability of
these parties to enter into and complete the within and
foregoing settlements and releases. This representation by
each party to the other is a substantial and material part of
the consideration owing in this transaction.
16.6 (Multiple Originals). The signatories may execute the same or
different duplicate originals and when all parties have
executed one or more of such facsimiles, then this Agreement
shall have been formed and the parties bound thereby.
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17. EFFECTIVE DATE. Notwithstanding the date or dates of execution here,
the effective date of this transaction shall be as of the 13th day of
March , 2001.
/s/ Jennifer Roden
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JENNIFER RODEN
/s/ Wayne Ford
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WAYNE FORD
/s/ Thomas G. Watson
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THOMAS G. WATSON
/s/ Joseph Francella
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JOSEPH FRANCELLA
FIBR-PLAST CORPORATION
By: /s/ Thomas G. Watson
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Thomas G . Watson, President
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IN THE DISTRICT COURT OF TULSA COUNTY, OKLAHOMA
JENNIFER RODEN )
)
Plaintiff, )
)
vs ) Case No. CS-2000-7068
)
FIBR-PLAST CORPORATION, )
)
Defendant. )
DISMISSAL WITH PREJUDICE
For valuable consideration paid, the receipt of which is hereby
acknowledged, Plaintiff Jennifer Roden hereby dismisses this action with
prejudice and at her cost. Plaintiff declares that she understands this action
can not be hereafter re-filed, nor the claim herein hereafter asserted.
Plaintiff also declares that this Dismissal with Prejudice is done pursuant to
the terms of a Settlement Agreement and Mutual Releases between Plaintiff,
Defendant and others.
Dated: 3-13-01. Signed: /s/ Jennifer Roden
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Jennifer Roden, Plaintiff
JURAT
Subscribed and sworn to before me, a Notary Public, on the 13th day of
March, 2001.
/s/ Myron A. Molzen
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Notary Public
My Commission Expires:
7/7/02
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(SEAL)
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ASSIGNMENT OF STOCK
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(Without Attached Certificate)
The undersigned Wayne Ford, for valuable consideration paid, the receipt of
which is hereby acknowledged, does hereby bargain, grant, sell, set over and
transfer to Fibr-Plast Corporation, the following:
(1) All shares of the capital stock of Fibr-Plast Corporation
earlier issued to him at any prior time; and,
(2) Any shares of stock of Fibr-Plast Corporation to which he is
or may be entitled; and,
(3) Any options, preemptive rights, first rights of refusal or
other interests or claims to acquire additional stock of
Fibr-Plast Corporation.
The undersigned hereby irrevocably designates and appoints the Secretary of
Fibr-Plast Corporation as his agent and attorney-in-fact for the purpose of
having, demanding, canceling and transferring all of said stock, shares, options
first rights of refusal, interests and claims whatsoever; and, in this
connection, to execute his name upon such stock certificates, stock assignments
or other writings as shall be necessary, incident and convenient to accomplish
the foregoing.
And, for the same consideration, the undersigned assignor does hereby represent
and declare that he has not sold, assigned, transferred or encumbered any shares
of stock of Fibr-Plast Corporation which either have earlier have been issued to
him or to which he is or claims to be entitled.
Dated 13 March 2001 Signed /s/ Wayne Ford
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Witnesses:
/s/ Roger R. Scott
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ASSIGNMENT OF PATENT, TRADEMARK AND COPYRIGHT CLAIMS
For valuable consideration paid, the receipt of which is hereby
acknowledged, the undersigned Wayne Ford, of the City of Tulsa, Tulsa County,
Oklahoma, as assignor and grantor, does by these presents bargain, grant, sell,
assign and set over to Fibr-Plast Corporation, an Oklahoma corporation, as
assignee and grantee, all of the following:
(1) Any patent, patent pending, design or concept for the
manufacture of (client to furnish description of Fibr-Plast-
type products):
(2) Any patent, patent pending, design or concept for machinery to
manufacture, extrude, process or produce (describe Fibr-Plast
- type products):
(3) Any copyright or trademark, pending trademark, copyright or
pending copyright involving the name Fibr-Plast or Fibr-Plast
Corporation or Fibr-Plast Products or other use or application
of the word Fibr-Plast.
(4) Any copyright, pending copyright, trademark or pending
trademark application covering any manuals, brochures or
illustrative materials as to Fibr-Plast - type products or
processes for manufacturing, extruding, processing or
producing such materials.
And for the same consideration, the undersigned Wayne Ford covenants
and agrees to execute such further and additional assignments as shall be
required by the
United States Patent and Trademark Office to make and perfect the within and
foregoing transfers and assignments.
February 6, 2001
Dated 13 March 2001 Signed /s/ Wayne Ford
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WAYNE FORD