EXHIBIT 10.19
SETTLEMENT AGREEMENT
AGREEMENT, dated as of this 4th day of October, 1998, between SPECTRUM
INFORMATION TECHNOLOGIES, INC. (the "Company"), a Delaware corporation , with
its offices at 2700 Westchester Avenue, Purchase, New York 10577, and Salvatore
T. Marino ("Marino").
WHEREAS, Marino was employed by the Company pursuant to an Amended and
Restated Employment Agreement (the "Agreement") dated as of August 13, 1993, as
amended December 7, 1995, and Marino has asserted an indemnity claim (the
"Indemnity Claim") pursuant to the Agreement and Delaware General Corporation
Law against the Company related to the pending action entitled SECURITIES AND
EXCHANGE COMMISSION V. PETER CASERTA ET AL., CV 97 7091 pending before the
United Stated District Court for the Eastern District of New York (the "SEC
Action"); and
WHEREAS, the Company believes that it has good and meritorious defenses
to the Indemnity Claim; and
WHEREAS, the Company and Marino agree that it would be in their mutual
best interests to enter this Agreement settling the Indemnity Claim.
NOW, THEREFORE, in consideration of the conditions and covenants set
forth herein, the parties hereto agree as follows:
1 COMPANY OBLIGATIONS.
a. The Company shall pay Marino one month less than a pro rata
severance payment based on his current annual salary of $181,220 (the "Base
Salary") in equal proportion to any pro rata severance payments received by the
Company's executive officer ("Officers") that are employed pursuant to contracts
that provide for twelve months severance in the event that they are terminated
without just cause. For example, if severance payments of three months salary
are made to Officers, Marion shall be paid two months of his Base Salary.
b. At the time of the payment described in Paragraph 1a., the Company
will pay to Gibney, Anthony & Flaherty ("Gibney") on behalf of Marino an
additional $100,000.
2. RELEASES.
a. Except as otherwise provided herein, Marino hereby releases and
discharges the Company and its present and former subsidiaries, and their
present and former directors, managing directors, officers, principals, control
persons, stockholders, employees, agents, attorneys, administrators, successors
and assigns (hereinafter referred to as the "Releasees") from
all actions, causes of action, accounts, agreements, bonds, bills covenants,
contracts, controversies, claims, damages, demands, debts, dues, extents,
executions, judgments, liabilities, obligations, promises, predicate acts,
reckonings, specialties, suits, sums of money, trespasses and variances
whatsoever, in law, admiralty or equity (collectively, "Claims"), which, against
any of them, Marino, his agents, attorneys, administrators, successors and
assigns ever had or now has or have, for, upon or by reason of any matter, cause
or thing whatsoever from the beginning of the world to the day of the date of
this Agreement.
b. Except as otherwise provided herein, the Company hereby releases
and discharges Marino and his present and former agents, attorneys,
administrators, successors and assigns (hereinafter referred to as the "Company
Releasees") from all actions, causes of action, accounts, agreements, bonds,
bills, covenants, contracts, controversies, claims, damages, demands, debts,
dues, extents, executions, judgments, liabilities, obligations, promises,
predicate acts, reckonings, specialties, suits, sums of money, trespasses and
variances whatsoever, in law, admiralty or equity (collectively, "Company
Claims"), which, against any of them, the Company, its agents, attorneys,
administrators, successors and assigns ever had or now has or have, for, upon or
by reason of any matter, cause or thing whatsoever from the beginning of the
world to the day of the date of this Agreement.
3. BANKRUPTCY FILING
The parties hereto acknowledge and agree that this Agreement is
expressly conditioned upon the Company deciding not to seek protection and/or
liquidate under Chapter 11 of the U.S. Bankruptcy Code (the "Liquidation"). The
parties agree that this Agreement shall be void and of no force and effect and
the parties will return to the STATUS QUO immediately prior to the execution of
this Agreement if the Company commences the Liquidation.
4. MISCELLANEOUS.
a. Any Notice or other communication required or permitted under this
Agreement shall be effective only if it is in writing and delivered personally
or sent by registered or certified mail, postage prepaid, addressed as follows:
If to the Company:
Mr. Donald J. Amoruso
Spectrum Information Technologies, Inc.
2700 Westchester Avenue
Purchase, New York 10577
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with a copy to:
Eric Kurtzman, Esq.
Kurtzman Resnik Matera & Gurock, LLP
9 Perlman Drive
Spring Valley, New York 10977
If to Marino:
Salvatore T. Marino
34 Old Pine Drive
Manhasset, NY 11030
with a copy to:
Robert Costello, Esq.
Gibney, Anthony & Flaherty
665 Fifth Avenue
New York, NY 10022
or to such other address as any party hereto may designate by notice to the
others, and shall be deemed to have been given upon receipt.
b. This Agreement constitutes the entire agreement among the parties
hereto with respect to the Indemnity Claim and the SEC Action, and supersedes
and is in full substitution for any and all prior understandings or agreements
with respect to such Indemnity Claim and SEC Action.
c. This Agreement may be amended only by an instrument in writing
signed by the parties hereto, and any provision hereof may be waived only by an
instrument in writing signed by the party or parties against whom or which
enforcement of such waiver is sought. The failure of any party hereto at any
time to require the performance by any other party hereto of any provision
hereof shall in no way affect the full right to require such performance at any
time thereafter, nor shall the waiver by any party hereto of a breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of
such provision or a waiver of the provision itself or a waiver of any other
provision of this Agreement.
d. This Agreement is binding on and is for the benefit of the parties
hereto and their respective successors, heirs, executors, administrators and
other legal representatives. Neither this Agreement nor any right or obligation
hereunder may be assigned by the Company or by Marino.
e. If any provision of this Agreement or portion hereof is so broad,
in scope or
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duration, so as to be unenforceable such provision or portion thereof shall be
interpreted to be only so broad as is enforceable.
f. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
g. The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by its Chief Executive Officer and Marino has signed this Agreement, all as of
the day and year first above written.
SPECTRUM INFORMATION TECHNOLOGIES, INC.
/s/ Donald J. Amoruso
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Donald J. Amoruso, CEO
SALVATORE T. MARINO
/s/ Salvatore T. Marino
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