Unassociated Document


     

    EXHIBIT
      10.1

     

     

     

    AGREEMENT
      AND GENERAL RELEASE AND WAIVER

     

    ANDRE
      MULLER, residing at 16 Hunting Hollow Ct., Dix Hills, NY 11746 (the “Employee”)
      and ALLIANCE DISTRIBUTORS HOLDING, INC., a Delaware corporation with an office
      at 1160 Commerce Avenue, Bronx NY 10462 (the “Company” or “Alliance”), on behalf
      of itself and its officers, directors, shareholders, employees, agents and
      parent, affiliates, predecessor, successor, subsidiary, and other related
      companies, and each of them jointly and severally (hereinafter singularly and
      collectively referred to as the “Company”), hereby enter into the following
      Agreement and General Release and Waiver (the “Agreement”), concerning the
      Employee’s resignation from the Company.

     

    1. The
      Employee confirms that on July 26, 2007 he resigned as a director, officer
      and
      employee of the Company and its subsidiaries and affiliates, and that he was
      thereafter given 21 days to consider this Agreement and decide for himself
      whether or not he wants to sign this Agreement.

     

    2.
      The
      Employee was offered the opportunity to consult with and negotiate through
      attorneys of his choice, concerning this Agreement and the implications of
      Employee signing or not signing the Agreement.

     

    3. The
      Employee has carefully considered other alternatives to executing this Agreement
      and has entered into this Agreement voluntarily and of the Employee’s own free
      will.

     

    4. The
      Employee is entitled to change his mind and revoke this Agreement within seven
      days after signing it. This Agreement will become effective only if Employee
      has
      not exercised his option to revoke the Agreement within seven days after its
      execution and Employee complies with paragraph eleven (11) of this
      Agreement.

     

    5. 
      If this
      Agreement becomes effective, Alliance will for the period to end on July 26,
      2008 pay to Employee amounts equal to the salary installments (net of
      withholding taxes) he would have received during this period at the rate of
      pay
      that applied prior to his resignation. In addition, if this Agreement becomes
      effective and if the Employee elects to continue medical coverage under the
      Company’s health insurance plan pursuant to COBRA, the Company will pay 50% of
      the cost of COBRA coverage for the period to end on July 26, 2008.

     

    6. The
      Employee acknowledges that he knows that there are various State and Federal
      laws which prohibit employment discrimination on the basis of age, sex, race,
      color, creed, national origin, marital status, religion, disability, veteran
      status, or other protected classifications and that these laws are enforced
      through the Federal Equal Employment Opportunity Commission, and various state,
      city, county and local human rights agencies. In particular, the Employee knows
      that he may have rights under the Federal Age Discrimination in Employment
      Act,
      which prohibits companies from discriminating against employees because of
      their
      age. In consideration for the Company making the payment described in paragraph
      five (5) of this Agreement, which the Employee is not
      otherwise entitled to receive, the Employee intends to voluntarily give up
      any
      rights he may have under these or any other laws with respect to him prior
      employment with the Company or termination of him employment, including him
      rights under the Age Discrimination in Employment Act. The Employee agrees
      that,
      as of the date of this Agreement, the Company has not (a) discriminated
      against him, (b) breached any express or implied contract with him, or
      (c) otherwise acted unlawfully toward him. In this regard, the Employee
      acknowledges he has received all compensation and benefits due him.


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    7. In
      exchange for the money set forth in this Agreement, the Employee, his heirs,
      personal representatives, successors and assigns, hereby releases and discharges
      the Company, its successors, subsidiaries, and their officers, directors and
      employees (“Releasees”) from all claims, liabilities, demands or causes of
      action, known or unknown, arising out of or in any way connected with or related
      to the Employee’s employment and the termination thereof with the Company from
      the beginning of the world up to and including the effective date of this
      Agreement, except for rights granted under this Agreement and except for any
      indemnification rights under the Company’s certificate of incorporation and
      by-laws. This includes, but is not limited to, claims of entitlement to change
      of control payments or to options and SAR’s not referred to herein, wrongful
      discharge, breach of any implied or express contract, whether oral or written,
      fraud, misrepresentation, or any other tort. This also includes any claims
      based
      on any local, state or federal statute relating to age, sex, race, or any other
      form of discrimination such as, but not limited to, the Age Discrimination
      In
      Employment Act, Title VII of the Civil Rights Act of 1964, and other similar
      state and local anti-discrimination laws.

     

    8. Cooperation

     

    Employee
      agrees to provide Alliance from time to time telephone consultation, and if
      deemed necessary by Alliance, consultation in person at mutually agreeable
      times, which agreement on the part of Employee will not be unreasonably
      withheld, concerning his work for Alliance. For the avoidance of doubt, Alliance
      is not requiring any substantive work from Employee. The consultation relates
      exclusively to such matters as, for example, interpreting handwritten notes
      that
      may be illegible, locating hard copy or computer files, etc. Employee also
      agrees to promptly sign and return documents that require Employee's signature,
      and have such documents notarized and/or witnessed if required.

     

    Employee
      will for no compensation cooperate fully and at reasonable times with the
      Company and its subsidiaries in all litigations and regulatory proceedings
      on
      which the Company or any subsidiary seeks Employee’s assistance and as to which
      Employee had any knowledge or involvement. Without limiting the generality
      of
      the foregoing, Employee will be available to testify at such litigations and
      other proceedings, and will cooperate with counsel to the Company in preparing
      materials and offering advice in such litigations and other proceedings. Except
      as required by law and then only upon reasonable prior written notice to the
      Company, Employee will not in any way cooperate or assist any person or entity
      in any matter which is adverse to the Company or which is adverse to any person
      who at any time is or was an officer or director of the Company. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.
       
      Employee
      agrees that at no time will he disclose or use any confidential information
      received or acquired during the Employee’s employment, including but not limited
      to trade secrets and any proprietary information. This Section 9 may be enforced
      by injunction (without posting bond or other security), as well as by other
      remedies. Except as aforesaid, Employee may freely compete with the
      Company.

     

    10.
      Employee will promptly advise the Company in writing should he at any time
      be
      contacted by any person or entity (including, without limitation, any private
      investigator) who seeks any information whatsoever with respect to the Company,
      or any of its employees, directors or officers, or any of its products, services
      or procedures, and he will shall forthwith furnish to the Company a complete
      and
      accurate report of all communications by or with any such person or entity.
      Employee confirms and acknowledges that he is aware of no publicly undisclosed
      information regarding the Company or its officers or directors which may be
      material to investors in the Company, lenders to the Company, or licensing,
      rating or regulatory entities. "Publicly undisclosed information" means
      information which is not contained in periodic reports filed by the Company
      under the Securities Exchange Act of 1934. Except as otherwise required by
      law
      (and then only upon 10 days’ prior written notice to the Company), Employee
      party will not from and after the date hereof in any way or to any person,
      denigrate or derogate the Company or any of its subsidiaries, or any person
      who
      was at any time an employee, officer or director of the Company, or any
      products, services or procedures, whether or not such denigrating or derogatory
      statements shall be true and are based on acts or omissions which were learned
      or are learned by heretofore or from and after the date hereof or on acts or
      omissions which occurred at any time heretofore or which occur at any time
      from
      and after the date hereof, or otherwise.

     

    11.
       
      If he
      has not already done so, the Employee will forthwith return to the Company
      all
      Company property, proprietary documents and materials in the Employee’s
      possession. Such property, documents, and materials include, but are not limited
      to, an automobile, computer hardware, telephones, keys, correspondence, notes
      and notebooks, drawings, prints, photographs, tape recordings, marketing
      information, sales information, customer information, customer lists, computer
      software disks and other written, typed, printed or recorded materials to which
      the Employee had access or which the Employee developed during the course of
      his
      employment with the Company and all copies thereof. The Employee will forthwith
      provide the Company with an inventory of the Company’s property in his
      possession. 

     

    12.
       
      The
      Employee affirms that no promise, inducement or agreement not expressed in
      this
      Agreement has been made, and this Agreement contains the entire agreement of
      the
      parties.

     

    13.
       
      This
      Agreement does not constitute an admission by the Company of any wrongful action
      or violation of any federal or state statute or common law rights, including
      those relating to the provisions of any law or statute concerning employment
      actions, or any other possible or claimed violation of law or rights. The
      federal and state courts sitting in the State of New York shall have exclusive
      jurisdiction with respect to this Agreement. Trial by jury is
      waived.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    14.
       
      If a
      court of competent jurisdiction finds any provisions of this Agreement
      unenforceable under applicable law, the enforceability of all other provisions
      shall not be affected by such partial unenforceability, and the remainder shall
      continue to be binding and in full force and effect.

     

    15.
       
      The
      Employee hereby agrees and acknowledges that since July 26, 2007 he has no
      longer been employed by the Company and further agrees and acknowledges that
      he
      will make no further attempt, at any time, to seek employment with the Company
      and/or any affiliated company, subsidiary, or division.

     

    16. This
      Agreement shall not be interpreted in favor of or against either party on
      account of such party having drafted this Agreement.

     

    17. If
      any
      party to this Agreement breaches any of the terms of this Agreement, then that
      party shall pay to the non-defaulting party all of the non-defaulting party’s
      costs and expenses, including attorney’s fees, incurred by that party in
      enforcing the terms of this Agreement.

     

    18. This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which shall together constitute one and the same
      Agreement.

     

    19. The
      parties shall execute any other instruments and/or documents that are reasonable
      or necessary to implement this Agreement.

     

    20. The
      Employee agrees to keep this Agreement confidential and not to reveal its
      contents to anyone except his attorney or his financial consultant.

     

    21. This
      Agreement constitutes the entire agreement between the Employee and the Company
      and it may only be modified, altered or changed in writing, signed by both
      the
      Company and the Employee. It may be signed in counterparts and by
      facsimile.

     

    22. This
      Agreement shall be subject to and governed by the laws of the State of New
      York.

     

    BY
      SIGNING THIS AGREEMENT AND GENERAL RELEASE AND WAIVER, THE EMPLOYEE STATES
      THAT:
      HE HAS READ IT; HE UNDERSTANDS IT AND KNOWS THAT HE IS GIVING UP IMPORTANT
      RIGHTS; HE AGREES WITH EVERYTHING IN IT; HE WAS TOLD, IN WRITING, TO CONSULT
      AN
      ATTORNEY BEFORE SIGNING IT; HE HAS BEEN GIVEN THE OPPORTUNITY TO REVIEW THE
      AGREEMENT FOR 21 DAYS AND THINK ABOUT WHETHER OR NOT HE WANTED TO SIGN IT;
      AND
      HE HAS SIGNED IT KNOWINGLY AND VOLUNTARILY.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    THEREFORE,
      the Employee and the Company now voluntarily and knowingly execute the Agreement
      and General Release and Waiver as of this ___th
      day of
      __________ 2007.

     

     

    
      	 	
               
                

            
	 	
              Andre
                Muller 

            
	 	 	 
	 	
              ALLIANCE
                DISTRIBUTORS HOLDING INC. 

            
	 	 	 
	 	
              By:

            	
               
                

            


    

     

    


     

     

    STATE
      OF
      NEW YORK      )

     

    ) SS.:

     

    COUNTY
      OF
      BRONX)

     

     

    On
      ______________ 2007, before me personally came Andre Mueller to me known, and
      known to me to be the individual described in, and who executed the foregoing
      Agreement and General Release and Waiver, and duly acknowledged to me that
      he
      executed the same.

     

     

     

    
      	 	
              _____________________

            
	 	
              NOTARY
                PUBLIC

            
	 	 
	 	 


    

     

     

      STATE
        OF
        NEW YORK      )

       

      ) SS.:

       

      COUNTY
        OF
        BRONX    )

    

     

     

    On
      _______________, 2007, before me personally came Jay Gelman (Officer of the
      “Company”), to me known and known to me to be the individual described in, and
      who executed the foregoing Agreement and General Release and Waiver, and duly
      acknowledged to me that he execute the same.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

     

    
      	 	
              _____________________

            
	 	
              NOTARY
                PUBLIC