eXHIBIT 10.2
Certain identified information has been omitted from this document because it is both not material and would be competitively harmful if publicly disclosed, and had been marked with “[***]” to indicate where omissions have been made.
SETTLEMENT AGREEMENT
AND
MUTUAL RELEASE OF CLAIMS
This Settlement Agreement and Mutual Release of Claims (“Agreement”) is made and entered into on the last day set forth on the signature page hereto (the “Effective Date”) by and among JANONE INC. (F/K/A APPLIANCE RECYCLING CENTERS OF AMERICA. INC.) (“JanOne”); GEOTRAQ, INC. (“GeoTraq”) (JanOne and GeoTraq hereinafter referred to collectively as “Plaintiffs”); ANTONIOS (“TONY”) ISAAC (“T. Isaac”). as indemnitee of JanOm (Plaintiffs and T. Isaac hereinafter referred to collectively as the “JanOne Parties”): and GREG SULLIVAN (“Sullivan” or “Defendant”), for the purpose of resolving by compromise and settlement. all claims, liabilities and disputes among the parties. In the remainder of this Agreement, Plaintiffs. T. Isaac. and Sullivan shall be referred to collectively as the “Parties” and any one of the Parties may be referred to as a “Party”.
This Agreement is entered into with reference to the following facts:
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NOW, THEREFORE, in consideration of the facts and general releases and promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged by each Party hereto, the Parties promise and agree as follows:
For the avoidance of doubt, Plaintiffs shall make Quarterly Payments (each, a “Quarterly Payment Date”) on or before the following dates:
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Notwithstanding anything to the contrary set forth in this Agreement, to accommodate the relevant issuance and delivery procedures and protocols for delivery of the shares of Equivalent Stock, the date for the “DWAC” of such shares into a brokerage account of Sullivan, shall be not later than 3 Standard Trading Days following the relevant Quarterly Payment Date or the date of the relevant Prepayment Notice. Whether any given Quarterly Payment is made in cash or shares of Equivalent Stock shall be at the sole and absolute discretion of Plaintiffs. The making of any given Quarterly Payment by tender of cash or delivery of shares of Equivalent Stock, respectively, shall not limit Plaintiffs’ discretion to elect to make any remaining Quarterly Payment(s) by a different means (tender of cash or delivery of shares of Equivalent Stock). However, notwithstanding such payment option, under no circumstances should this settlement be construed as a non-monetary settlement.
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In addition, and not by way of limitation, to the broad and general release set forth above, Sullivan specifically acknowledges and agrees that, by executing this Agreement, Sullivan is releasing any claims against JanOne and GeoTraq for any disability discrimination in violation of the Americans with Disabilities Act of 1990 (ADA) (42 U.S.C. §§ 12101); any violation of Title VII of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000e, et seq.); any claims under 42 U.S.C. § 1981; any violation of the Equal Pay Act of 1963 (29 U.S.C. § 2006(d)); any claims under the Employee Retirement Income Security Act of 1974 (ERISA); any claims under the Age Discrimination in Employment Act of 1967 (ADEA) (29 U.S.C. §§ 621, et seq.); the Older Workers Benefit Protection Act (OWBPA); the Family and Medical Leave Act (FMLA) (29 U.S.C. §§ 2601, et seq.); the Worker Adjustment
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Retraining and Notification Act of 1988 (29 U.S.C. §§ 2101, et seq.); Nevada Revised Statutes §§ 613.310 to 613.430 (Employment Discrimination, Harassment and Retaliation); Nevada Revised Statutes §§ 608.005 to 608.195 (Payment and Collection of Wages and Penalties); Nevada Revised Statutes §§ 608.250 to 608.290 (Minimum Wage); Nevada Revised Statutes §§ 616A to 616D (Nevada Industrial Insurance Act); Nevada Revised Statutes §§ 617.010, et seq. (Nevada Occupational Diseases Act); Nevada Revised Statutes §§ 618.005 to 618.936 (Nevada Occupational Safety and Health Act); Nevada Revised Statutes §§ 629.101, et seq. (Nevada Genetic Information and Testing Law); Nevada Labor Relations Laws; future causes of action under the federal False Claims Act (31 U.S.C. §§ 3729 – 3733); and/or any state false claims acts relating in any manner to information learned while employed with GeoTraq or affiliated with JanOne; the Sarbanes-Oxley Act of 2002; any claims under any state law, statute or ordinance, including state equal opportunities for employment laws and fair employment and housing laws; any claims arising under the Fair Labor Standards Act (29 U.S.C. §§ 201, et seq.) and any similar state statute, any wage, hour, tip, or bonus claims arising under any federal, state; or local law; any claim for retaliation; and any claims growing out of any legal restriction on JanOne and/or GeoTraq’s right to terminate or constructively terminate their respective employees, including, but not limited to, contract, tort, public policy, or wrongful discharge, which arises from any and all events occurring on or before the Effective Date. All such claims (including related attorneys’ fees and costs) are forever barred by this Agreement. To the extent applicable law may prohibit a waiver of claims under a particular statute, Sullivan acknowledges that he has waived any claim under each such statute, as identified herein.
EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT THE RELEASE AND DISCHARGE SET FORTH IN THIS AGREEMENT IS A GENERAL RELEASE AND DISCHARGE AS TO IT AND ALL OTHER RELEASED PARTIES. EACH OF THE PARTIES FURTHER EXPRESSLY WAIVES AND ASSUMES THE RISK THAT ANY AND ALL CLAIMS FOR DAMAGES THAT EXIST AS OF THE EFFECTIVE DATE BUT OF WHICH IT DOES NOT KNOW OR THAT IT DOES NOT SUSPECT EXIST, WHETHER THROUGH IGNORANCE, OVERSIGHT, ERROR, NEGLI¬GENCE, OR OTHERWISE, AND THAT, IF KNOWN, WOULD
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MATERIALLY AFFECT A PARTY’S DECISION TO ENTER INTO THIS AGREEMENT, ARE BEING RELEASED AND WAIVED BY THIS AGREEMENT.
Gregg Sullivan
c/o Sylvester & Polednak, Ltd.
Attn: Jeff Sylvester
1731 Village Center Cir. #120
Las Vegas. NV 89134
JanOne, GeoTraq, and/or T. Isaac
c/o Holland & Hart
Attn: Steve Peek/Jessica Whelan
9555 Hillwood Dr., Floor 2
Las Vegas, NV 89134
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[Signatures on following page]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the last day set forth below.
DATED: 4/9/2021 | JANONE INC. |
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| By: /s/ Tony Isaac |
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| Its: President and CEO |
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DATED: 4/9/2021 | GEOTRAQ, INC. |
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| By: /s/ Tony Isaac____________ |
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| Its: |
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DATED: 4/8/2021 | /s/ Gregg Sullivan |
| GREGG SULLIVAN |
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DATED: 4/9/2021 | /s/ Antonios Isaac |
| ANTONIOS (“TONY”) ISAAC |
SOLELY IN RESPECT OF PARAGRAPH 31 EACH OF THE “PARTIES” TO THIS “SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS” AND EACH OF THE UNDERSIGNED HEREBY AGREES THAT EACH OF THE UNDERSIGNED IS INCLUDED IN THE DEFINITION OF “RELEASED PARTIES” HEREIN.
DATED: 4/8/2021 | ISAAC ORGANIZATION, LLC |
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| By: /s/ Jon Isaac |
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| Its: |
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DATED: 4/8/2021 | THE ISAAC FAMILY TRUST |
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| By: /s/ Jon Isaac |
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DOCPROPERTY "CUS_DocIDChunk0" 17198651_v1
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