Exhibit
10.1


 


SETTLEMENT
AGREEMENT AND RELEASE


 


This Settlement
Agreement is dated as of June 9, 2008, by and between Rockwell Collins, Inc.,
a Delaware corporation (“RC”), and Rockwell Collins Simulation &
Training Solutions LLC, a Delaware limited liability company wholly owed by RC
(“RC Simulation”), on the one hand, and Evans & Sutherland Computer
Corporation, a Utah corporation (“E&S”), on the other.  Each of RC, RC Simulation and E&S is a “Party,”
and collectively are the “Parties.”


 


WHEREAS, RC, RC Simulation and E&S entered into a Laser Projection Systems
Agreement Between Rockwell Collins, Inc., Rockwell Collins Simulation &
Training Solutions LLC and Evans & Sutherland Computer Corporation (the
“Systems Agreement”), RC Simulation and E&S entered into a Laser Projection
System Supply Agreement (the “Supply Agreement”) and RC, E&S and U.S. Bank
National Association (the “Escrow Agent”) entered into an Escrow Agreement (the
“Escrow Agreement”), each dated as of May 26, 2006 (collectively, the “Agreements”);


 


WHEREAS, certain disputes
have arisen between the Parties with respect to the performance of their
respective obligations under the Systems Agreement, the Supply Agreement and
the Escrow Agreement (the “Disputes”);


 


WHEREAS, the
Parties desire to fully and finally resolve the Disputes and all of the claims
now or previously asserted (or which could have been asserted) in connection
with the Agreements;


 


NOW, THEREFORE, in
consideration of the mutual covenants set forth herein, the Parties agree as follows:


 


1.         RC will cause to be paid to
E&S the amount of US $1,050,000, as noted in paragraph 2, infra.


 


2.         Not later than the close
of business on the date this Settlement Agreement is executed, RC and E&S
will issue a joint instruction (in the form of Attachment 1 hereto) to the
Escrow Agent, as defined in the Escrow Agreement, to disburse (i) US
$1,050,000 from the Escrow Fund, as defined in the Escrow Agreement to E&S;
and (ii) the balance of the Escrow Fund to RC within two (2) business
days of the Escrow Agent’s receipt of the joint instruction.


 


3.         The date of the
disbursements from the Escrow Fund to E&S and RC shall be deemed to be the “Closing
Date.”


 


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4.         Effective on the Closing
Date, the Systems Agreement and Supply Agreement will be terminated and of no
further force or effect.


 


5.         Effective on the Closing
Date, the Parties release and discharge each other, and their respective
current and former parents, subsidiaries, controlled affiliates, officers,
directors, employees and agents (collectively, the “Released Parties,” and each
a “Released Party”), from any and all known or unknown claims or causes of
action that any of them may have, had, now have or could have had, arising out
of or relating to the Agreements or the transactions or occurrences
contemplated thereby, including the matters briefed and submitted on May 23,
2008 to Judge Richard Neville, as mediator.


 


6.         Not later than the close
of business on the date this Settlement Agreement is executed , E&S and RC
Simulation shall jointly give written notice to EscrowTech International, Inc.
(in the form of Attachment 2 hereto) terminating, effective as of the Closing
Date, the Technology Escrow Agreement by and between E&S, RC Simulation and
EscrowTech International, Inc., dated May 26, 2006 (the “Technology
Agreement”), and instructing EscrowTech International, Inc. to promptly
return all of the Deposit Materials, as defined in the Technology Agreement, to
E&S.


 


7.         The Parties mutually
acknowledge and agree that (i) this settlement represents the resolution
of disputed claims, and shall not and does not constitute an admission of any
fault, liability, wrongdoing, or neglect on the part of RC, RC Simulation,
E&S, any Released Party, or any of the Released Parties’ current or former
affiliates, officers, directors, employees, or agents, all of which is
expressly denied; and (ii) the fact of this settlement shall not be
admissible in evidence as proof of any admission of fault, liability,
wrongdoing, or neglect on the part of RC, RC Simulation, E&S, any Released
Party, or any of the Released Parties’ current or former affiliates, officers,
directors, employees, or agents, all of which is expressly denied.


 


8.         Each Party acknowledges
that it has relied wholly upon its own judgment, belief, understanding, and
knowledge respecting the existence, nature, and extent of each actual or
potential claim or cause of action (including unknown claims) which is released
under this Settlement Agreement, and that it has not been influenced to any
extent in entering into this Settlement Agreement by any representations or
statements regarding any such claim or cause of action made by any of the other
Parties.  Each Party acknowledges that it
is executing and delivering this Settlement Agreement after having received
from independent legal counsel of its own choosing legal advice as to its
rights hereunder and the legal effect hereof, to the extent each Party deemed
appropriate.  All prior discussions,
negotiations, and agreements are superseded by this Settlement Agreement.


 


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9.         Each Party represents and
warrants that it is duly authorized to enter into and execute this Settlement
Agreement and that the person executing the Settlement Agreement on behalf of
such Party has the authority to do so.


 


10.       This Settlement Agreement
constitutes the entire agreement among the Parties with respect to the subject
matter hereof and shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to agreements made and to be fully
performed in Delaware.  It may not be
modified or terminated except in writing signed by the Parties.


 


11.       The Parties agree that each
will bear its own costs, expenses, and attorneys’ fees incurred in connection
with the Agreements and the Dispute.


 


12.       Any dispute, claim or
controversy arising under or in connection with this Settlement Agreement (“Dispute”)
shall be finally settled by binding arbitration under the CPR Non-Administered
Arbitration Rules.  There shall be three
arbitrators.  The arbitration shall be
conducted in the City of New York. 
Judgment upon the award may be entered by any court having jurisdiction.


 


13.       The Parties shall make no
public comments or disclosure concerning the merits of the Dispute or this
Settlement Agreement, other than to state that the Dispute has been resolved to
the Parties’ mutual satisfaction.  In
addition, the Parties may make disclosure regarding the terms of this
Settlement Agreement to their attorneys, auditors, tax advisors, and tax
authorities or as they may be compelled or required by law, regulation or
formal legal process, or as they reasonably and in good faith determine may be
required to comply with the federal securities laws or the rules of any
stock market or exchange.


 


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14.       This Settlement Agreement
may be executed in one or more counterparts, each of which shall be deemed to
be an original, and all of which taken together shall be deemed to be one and
the same instrument.  This Settlement
Agreement may be executed by facsimile signature.


 


IN WITNESS
WHEREOF, the undersigned have caused this Settlement Agreement to be executed
and delivered by their officers thereunto duly authorized as of the date first
above written.


 


 


	
  Evans &
  Sutherland Computer Corporation

  	
  Rockwell
  Collins, Inc.

  
	
  A Utah corporation

  	
  A Delaware corporation

  
	
   

  	
   

  
	
  By

  	
  /s/ David
  Bateman

  	
   

  	
  By

  	
  /s/ Kent L.
  Statler

  
	
   

  	
  David
  Bateman

  	
   

  	
  Kent L.
  Statler

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  President
  and Chief Executive Officer

  	
   

  	
  Its:

  	
  President,
  Rockwell Collins Services

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  June 
  9, 2008

  	
   

  	
  Dated:

  	
  June 
  9, 2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Rockwell Collins
  Simulation & Training

  Solutions LLC

  
	
   

  	
  A Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Kent L.
  Statler

  
	
   

  	
   

  	
   

  	
  Kent L.
  Statler

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chairman and
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
  June 
  9, 2008

  
								



 


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