EXHIBIT 10.10
SETTLEMENT AGREEMENT AND GENERAL RELEASE
This Settlement Agreement and General Release ("Agreement") is made and
entered into, on this 8th day of November 2000, by and between Pall Corporation
(Pall) and Rochem Environmental, Inc. ("Company"). Pall and Company are
collectively referred to as the "Parties".
WHEREAS, the Parties have entered into various agreements; and
WHEREAS, disputes have arisen regarding the performance of such
agreements;
WHEREAS, the Parties desire to settle such disputes, and intend this
Agreement to set forth their entire understanding with respect to such matters;
NOW THEREFORE, the Parties intend to be legally bound hereby and in
consideration of the mutual covenants herein contained, do hereby agree as
follows:
1. TERMINATION OF LETTER OF INTENT. The Letter of Intent by and between
the Parties dated July 17, 2000 is hereby terminated.
2. TERMINATION OF DISTRIBUTOR AGREEMENT. The Distributor Agreement dated
September 1, 1993 by and between Separation Technology Systems, Inc. and Rochem
Separation Systems, of which the Company and Pall are successors in interest,
respectively, is hereby terminated and no force and effect.
3. RETURN OF COMPANY STOCK. Pall agrees to return 8,589,714 shares of
Company common stock to Company. This represents Pall's total ownership of
Company.
4. FORGIVENESS OF PROMISSORY NOTE. Pall hereby forgives the $480,136.67
promissory note dated July 17, 2000.
5. NON-COMPETE. The Company agrees and covenants that for five (5) years
following the date of this Agreement, the Company shall not directly or
indirectly engage in any business related to the sale of Reverse Osmosis/Nano
filtration equipment regarding accounts delineated in Exhibit A attached, and to
the marine market, without written consent of Pall.
6. INQUIRIES. The Company agrees to forward all inquiries for the
provision of Pall Reverse Osmosis/Nano filtration equipment solely to Pall.
7. RELEASE OF COMPANY. For the consideration set forth in paragraphs 1, 2,
3 above, Pall, on behalf of itself and its assigns does hereby IRREVOCABLY AND
UNCONDITIONALLY RELEASE, ACQUIT AND FOREVER DISCHARGE the Company, its
subsidiaries, and affiliates as well as all of their respective present and
former directors, officers, affiliates, agents, representatives, employees,
successors and assigns from any and all liabilities, damages, actions, causes of
action and claims of any nature, kind or description whatsoever, whether accrued
or to accrue, which Pall ever had, now has or hereafter may have against any of
them through the date of this Agreement arising out of any act, omission,
transaction, agreement or occurrence, including, but not limited to, all acts,
omissions, transactions, occurrences, and claims related to or arising out of
the subject matter hereof and Pall's relationship and dealings with the Company,
its subsidiaries and/or affiliates, which may be the basis of any claims of any
kind, whether sounding in contract or tort or arising our of statute or common
law as well as any, complaint, charge, or proceeding in any federal, state or
local court or administrative proceeding of any kind, or any other statute or
regulation or independent tort claim. Pall further covenants not to sue the
Company, or any of its parents, subsidiaries, affiliates, former or present
officers, agents, representative, employees, successors or assigns in their
individual capacities on any such claim, action, or cause of action.
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8. RELEASE OF PALL. For the consideration set forth in paragraphs 1, 2, 3
above, the Company, on behalf of itself and its assigns does hereby IRREVOCABLY
AND UNCONDITIONALLY RELEASE, ACQUIT AND FOREVER DISCHARGE Pall, its
subsidiaries, and affiliates as well as all of their respective present and
former directors, officers, affiliates, agents, representative, employees,
successors, and assigns from any and all liabilities, damages, actions, causes
of action and claims of any nature, kind or description whatsoever, whether
accrued to accrue, which the Company ever had, now has or hereafter may have
against any of them through the date of this Agreement arising out of any act,
omission, transaction, agreement or occurrence, including, but not limited to,
all acts, omissions, transactions, occurrences, and claims related to or arising
out of the subject matter hereof and the Company's relationship and dealings
with Pall, its subsidiaries and/or affiliates, which may be the basis of any
claims of any kind, whether sounding in contract or tort or arising out of
statute or common law as well as any, complaint, charge, or proceeding in any
federal, state or local court or independent tort claim. The Company further
covenants not to sue Pall, or any of its parents, subsidiaries, affiliates,
former or present officers, agents, representative, employees, successors or
assigns in their individual capacities on any such claim, action, or cause of
action.
9. DO NOT DISPARAGE. Both Parties agree that they will do nothing, by word
or deed, to criticize, disparage, harm or discredit the interests, character or
reputation of the other Party, or to cause the other Party to appear in an
unfavorable light, or to damage in any way the other Parties relations with the
media, employees, vendors or customers.
10. ASSIGNABLITY. Except as expressly indicated herein, this Agreement is
intended to bind and inure to the benefit of, and be enforceable by the Company
and Pall and their respective heirs, legal representative, successors, and
assigns.
11. BOARD MEMBERSHIP. William Palmer agrees to resign his position on the
Board of Directors of Company upon execution of the Agreement.
12. GOVERNING LAW. This Settlement Agreement and General Release is made
and entered into in the State of New York and shall in all respects be
interpreted, enforced, and governed under the laws of the State of New York.
13. CONSTRUCTION. The language of all parts of this Agreement shall in all
cases be construed as a whole according to its fair meaning, and not strictly
for or against either of the Parties. The Parties further agree that there will
be no presumption that any ambiguity in the Agreement shall be construed against
the drafter of the Agreement.
14. SAVINGS CLAUSE. Should any provision of this Agreement be declared to
be determined by any court to be illegal or invalid, the validity of the
remaining parts, terms or provisions shall not be affected thereby and said
illegal or invalid part, term, or provision shall be deemed not to be a part of
this Agreement.
15. ENTIRETY OF AGREEMENT. This Agreement sets forth the entire Agreement
between the Parties respecting the subject matter thereof, and fully supersedes
any and all prior agreements or understandings between the Parties pertaining to
the subject matter hereof.
PLEASE READ CAREFULLY. THIS GENERAL RELEASE INCLUDES A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS ARISING PRIOR TO ITS EXECUTION. YOU MAY CONSULT WITH
AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT.
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PALL CORPORATION
By:_______________________________________________
Print Name and Title:_____________________________
Date:_____________________________________________
ROCHEM ENVIRONMENTAL, INC.
By:________________________________________________
Print Name and Title:_______________________________
Date:_______________________________________________
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EXHIBIT A
NON-COMPETE LIST
1. TVX Mineral Hill Mine
2. Natural Chem
3. Chevron Refinery
4. Coastal Chem
5. Huntsman
6. Borden Chemical
7. Celanese Canada
8. KMCO
9. Natural Fruit Products
10. Houston Chemical Services
11. PCS Nitrogen
12. IMC Agrico
13. CF Industries
14. Cargill
15. Cytec Industries
16. Enron/Pemex
