Laser Pacific Media Corp – ‘10-K’ for 12/31/96 – EX-10

As of:  Monday, 4/14/97   ·   For:  12/31/96   ·   Accession #:  875738-97-4   ·   File #:  0-19407

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 2: 10-K        Annual Report for Period Ended 12/31/96               48±   207K 
 4: EX-10       Exhibit 10.17                                          3±    14K 
 3: EX-10       Exhibit 10.7E                                          3±    12K 
 1: EX-27     ƒ Financial Data Schedule                                1      7K 

EX-10   —   Exhibit 10.17

                             SETTLEMENT AGREEMENT AND MUTUAL RELEASE

The Settlement Agreement and Mutual Release (hereinafter 'the Agreement') is    
entered into as of March 31, 1996 between Laser-Pacific Media Corporation       
('Laser-Pacific'), on the one hand, and Greg Biller ('Biller') on the other     
hand (both of whom are collectively referred to herein as 'the Parties').       

WHEREAS, Biller asserts, among other things, that he suffered 
emotional distress as a result of the wrongful termination and unauthorized     
reduction of pay as a result of his employment from Laser-Pacific;              
WHEREAS, Laser-Pacific disagrees with Biller's assertions;    
        WHEREAS, Laser-Pacific and Biller in the interests of compromising the
foregoing dispute and avoiding the expense of litigating such dispute, desire   
to settle their dispute before any lawsuit is filed;                            
     NOW, THEREFORE, in consideration of the mutual promises, covenants,
agreements, and conditions contained herein, and for other good and valuable    
consideration, receipt of which is hereby acknowledged, the Parties agree as    
follows:                                                                        

1.       Mutual Release                                       
              (a)  Subject to the rights and obligations created by this
Agreement, Biller, on behalf of himself and his successors, assigns, agents,    
partners, attorneys, officers, directors, employees, representatives, and       
affiliated entities, whether now existing or hereafter created, release and     
discharge Laser-Pacific and its respective successors, assigns, agents,         
partners, attorneys, officers, directors, employees, representatives, and       
affiliated entities, whether now existing or hereafter created, from            
any and all claims, demands, liability, obligations, expenses (including,       
without limitation, attorneys' fees), causes of action, and rights, whether now 
known unknown, suspected or unsuspected, which exists, existed, or may exist or 
have existed at any time through the date of execution of this Agreement.       
              (b)  Subject to the rights and obligations created by this
Agreement, Laser-Pacific, on behalf of itself of its respective successors,     
assigns, agents, partners, attorneys, officers, directors, employees,           
representatives, and affiliated entities, whether now existing or hereafter     
created, release and discharge Biller, and his respective successors, assigns,  
agents, partners, attorneys, officers, directors, employees, representatives,   
and affiliated entities, whether now existing or hereafter created, from any    
and all claims, demands, liability, obligations, expenses (including, without   
limitation, attorneys' fees), causes of action, and rights, whether now known   
or unknown, suspected or unsuspected, which exist, existed or may exist or have 
existed at any time through the date of execution of this Agreement.            
              (c)  The foregoing mutual releases extend to all rights or
the releasor under Section 1542 of the California Civil Code and any similar    
law or rules of any state, jurisdiction, or territory, which are hereby         
expressly waived and shall not be raised by each of the Parties.                

California Civil Code Section 142 provides:                                     

      'A general release does not extend to claims which the creditor does
not known or suspect to exist in his favor at the time of executing the         
release, which if known by him must have materially affected his settlement     
with the debtor.'                                                               

      Each of the Parties represents that he or it understands the meaning
and effect of California Civil Code Section 1542, and that he or it has had the 
opportunity to consult with legal counsel, or has actually consulted legal      
counsel, regarding such meaning and effect.                                     

2.       Payment to Biller                                    
    Without any admission of liability, Laser-Pacific shall, upon full
execution and this Agreement and approval by Laser-Pacific's Board of           
Directors, pay Biller One Hundred Seventy-Five Thousand Dollars ($175,000) for  
the emotional distress he allegedly suffered.  Seventy-Five Thousand Dollars    
($75,000) is acknowledged as received by Biller on signing this agreement and   
the balance of One Hundred Thousand Dollars ($100,000) shall be payable         
on October 1, 1996.                                                             

3.       Covenant Not to Sue and Dismissal                    
        The Parties represent and warrant to each other that they are aware of
no other party having any interest, nor have they assigned, hypothecated, or    
otherwise transferred any interest, in the claim or claims which are the        
subject of this Agreement, and each party hereby agrees to indemnify and hold   
harmless the other party or parties from any and all liabilities, claims,       
demands, obligations, damages, costs, expenses and attorneys' fees as a result  
of anyone asserting such interest, assignment, hypothecation or transfer.       

4.       Representations and Warranties                       
             (a)  The Parties represent and warrant to each other that
they are aware of no other party having any interest, nor have they assigned,   
hypothecated, or otherwise transferred any interest, in the claim or claims     
which are the subject of this Agreement, and each party hereby agrees to        
indemnify and hold harmless the other party or parties from any and all         
liabilities, claims, demands, obligations, damages, costs, expenses and         
attorneys' fees as a result of anyone asserting such interest, assignment,      
hypothecation or transfer.                                                      
                 (b)  Biller warrants and represents that he believes that the
allocation of the payment set forth in paragraph 2 is accurate, fair, and       
warranted by the facts known to the Parties of the date of this Agreement.      
Based thereon, Laser-Pacific represents that it is not necessary to issue a     
'Form 1099' with respect to said payment.  Biller agrees to be responsible for  
the payment of any taxes, interest, fees, costs, or penalties which may be      
assessed as a direct result of any determination by the Internal Revenue        
Service that all or a portion of the payment under paragraph 2 is taxable, and  
agrees to indemnify and hold harmless Laser-Pacific against any such taxes,     
interest, fees, costs or penalties.                                             

5.       Costs and Attorney's Fees                            
                 (a)  Except as set forth in paragraph 5(b), each party hereto
will bear his or its own attorneys' fees and costs arising out of or related to 
the claims released and associations herein and no further claim shall be made  
therefor.                                                                       
              (b)  If any legal action is brought to enforce or  for the
breach of this Agreement, the prevailing party in such legal action shall be    
entitled to his or its reasonable attorneys' fees in addition to any of relief  
to which he or it is legally entitled.                                          

6.       Confidentiality                                      
       The Parties shall not disclose the contents of this
Agreement, its existence, or the fact of settlement of the Action, except as    
may be necessary for tax purposes or as otherwise required by law.  Nor shall   
the Parties issue or cause to be issued publicly any of the terms of this       
Agreement, its existence, or the fact of settlement of this Action.             

7.       General Provisions                                   
              (a)  This Agreement is a compromise of the dispute between
the parties and should not be treated as an admission of liability by any party 
for any purpose.                                                                
                (b)  No supplementation, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the party to   
be bound thereby.  No waiver of any other provisions hereof, whether or not     
similar, not shall such waiver constitute a continuing waiver.  The parties     
hereto may amend or modify this Agreement in such a manner that may be agreed   
upon by written instruments executed by such Parties.                           
                 (c)  Each of the Parties hereto agrees to execute and deliver
all such other documents and instruments as may be necessary and appropriate to 
effectuate, and  memorialize the terms and understandings hereof.               
                (d)  this  Agreement may be executed in counterparts and, as
so executed, shall constitute one agreement binding on all Parties.             
               (e)  This Agreement shall inure to the benefit of and shall
be binding upon the respective successors and assigns of each of the Parties    
hereto.                                                                         
             (f)  This agreement shall be deemed to be made under, and
shall be interpreted in accordance with, the laws of the State of California.   
               (g)  The Parties to this Agreement have read and understand
this Agreement.  The Parties to this Agreement mutually warrant and represent   
that they have received independent advice of their attorneys with respect      
hereto, and that this Agreement is executed voluntarily and without duress or   
undue influence on the part of or on behalf of any party hereto.                
        (h)  Biller is informed and consents to the multiple representation by
Parks, Palmer, Turner & Yemenidjian of himself and Laser-Pacific Media          
Corporation.                                                                    

Dated:  ___________________________         GREG BILLER                         

Dated:  ___________________________         LASER-PACIFIC MEDIA CORPORATION     

                                                 _______________________
                                             James R. Parks, CEO

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		4/14/97
For Period End:		12/31/96		DEF 14A,  NT 10-K
		10/1/96
		3/31/96		10-Q,  10-Q/A,  NT 10-Q
				List all Filings