ex10-1



 



EXHIBIT 10.1



SETTLEMENT AGREEMENT AND RELEASE BETWEEN ARGUSS COMMUNICATIONS, INC. AND RONALD

D. PIERCE AND KENNETH R. OLSEN


                             WHEREAS, on November 30, 2001, Ronald D. Pierce (“Pierce”) and Kenneth R.
Olsen (“Olsen”) instituted a consent solicitation (“Consent Solicitation”)
requesting that stockholders of Arguss Communications, Inc. (“Arguss”), submit
written consents to three proposals (the “Proposals”) that would, if adopted,
result in, among other things, a change in the management and board of
directors of Arguss;


                             WHEREAS, on December 6, 2001, Arguss commenced a lawsuit, Civil Action No.
AW 01-CV-3787, against Pierce and Olsen (the “Lawsuit”) by filing a complaint
in the United States District Court for the District of Maryland, alleging that
Pierce and Olsen had violated sections 13(d) and 14(a) of the Exchange Act (15
U.S.C. §§ 78m(d) and 78n(a)) and related regulations in connection with the
Consent Solicitation;


                             WHEREAS, on January 7, 2002, Arguss signed an Agreement and Plan of Merger
(the “Merger Agreement”) pursuant to which Dycom Industries, Inc. (“Dycom”),
will acquire all the outstanding shares of Arguss in a stock-for-stock
transaction at the exchange ratio of 0.3333 shares of Dycom common stock for
each outstanding share of Arguss common stock (the “Acquisition”);


                             WHEREAS, on January 7, 2002, Arguss voluntarily dismissed the Lawsuit; and


                             WHEREAS, in light of the Acquisition, the parties to this agreement wish
to resolve any disputes or potential disputes between them relating to, arising
out of, or otherwise in connection with the Consent Solicitation or the
Acquisition pursuant to the terms hereof.


                             NOW, THEREFORE, Arguss, Pierce, and Olsen hereby agree as follows:


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                             1.     Arguss shall promptly (but no later than three (3) business days from
the date hereof) make a cash payment to Pierce, in immediately available funds,
in the aggregate amount of $500,000 as reimbursement for expenses incurred in
connection with the Consent Solicitation and in defending against the Lawsuit.
Apart from this payment, Arguss, Pierce, and Olsen agree that they shall bear
their own costs, expenses (including litigation expenses), and attorneys’ fees,
no matter how accruing, arising from, or relating to the Consent Solicitation
or the Lawsuit.


                             2.     Arguss hereby agrees that until the earlier to occur of (a) the
consummation of the Acquisition, or (b) the termination of the Merger
Agreement, it will not issue any of its equity securities, including securities
convertible, exchangeable, or exercisable for equity securities, to any person
except (i) pursuant to or in accordance with any stock option plan or other
employee benefit plan in existence on the date hereof; (ii) pursuant to any
other agreement or arrangement in effect on the date hereof to which Arguss or
any of its subsidiaries is a party (including, without limitation, the Rights
Agreement, dated as of November 7, 2001, between Arguss and Continental Stock
Transfer & Trust Company, as amended, any employment agreement, or any
securities convertible, exchangeable, or exercisable for equity securities of
Arguss); or (iii) in connection with any arm’s-length acquisition or sale by,
with, or on behalf of, Arguss or any subsidiary and a third-party not
affiliated with Arguss or Dycom that is entered into or consummated on or after
the date hereof.

                             3.     Arguss hereby releases and forever discharges Pierce and Olsen, as well
as their director and officer nominees named in the Consent Solicitation,
agents, employees, assigns, successors, representatives, and attorneys, of and
from any and all charges, actions, suits, claims, damages, liabilities,
equities, costs, losses, expenses, fees, interest, penalties, rights, and
causes of action, known or unknown, suspected or unsuspected, in law or in
equity, that Arguss ever


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 had, now has, or may in the future have relating to, arising out of, or
otherwise in connection with the Consent Solicitation.


                             4.     Pierce and Olsen hereby release and forever discharge Arguss, as well
as its directors, officers, agents, employees, assigns, successors,
representatives, subsidiaries, affiliates and attorneys, of and from any and
all charges, actions, suits, claims, damages, liabilities, equities, costs,
losses, expenses, fees, interest, penalties, rights, and causes of action,
known or unknown, suspected, or unsuspected, in law or in equity, that Pierce
and Olsen ever had, now have, or may in the future have relating to, arising
out of, or otherwise in connection with the Consent Solicitation or the
Acquisition.


                             5.     Nothing in paragraph 3 shall be construed to prevent a lawsuit
involving any subsequent or renewed consent solicitation, including an action
based on the same or similar factual allegations or legal theories advanced in
the Lawsuit.


                             6.     Subject to paragraph 7, Pierce and Olsen hereby agree (a) to terminate
immediately the Consent Solicitation; (b) not to pursue the Consent
Solicitation or otherwise solicit consents from any stockholder for any of the
Proposals presented by the Consent Solicitation; (c) that by signing this
agreement, they hereby revoke any consent previously delivered to Arguss by
them to the Proposals; (d) that, apart from the consents that they have already
delivered to Arguss, they will not deliver to Arguss consents from any
stockholder, including themselves, in connection with the Consent Solicitation;
(e) that they will not commence any other consent or proxy solicitation or seek
any other kind of stockholder vote seeking to change the management or board of
directors of Arguss; and (f) that they will not commence any litigation,
institute any consent or proxy solicitation, or otherwise seek to enjoin,
block, or oppose the Acquisition.


                             7.     The obligations set forth in paragraph 6 shall remain in effect unless
(a) the Merger Agreement has been terminated; (b) the Acquisition has been
abandoned; (c) there has been a


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 change in the Merger Agreement’s exchange ratio adverse to the
stockholders of Arguss or any other change in the terms of the Merger Agreement
that would materially and adversely affect the consideration payable to
stockholders of Arguss; or (d) shares of Arguss common stock tendered by Pierce
and Olsen in the tender offer contemplated by the Merger Agreement have not
been accepted by Dycom by July 31, 2002.


                             8.     Pierce and Olsen further agree to issue a press release, as set forth
in Exhibit A attached hereto, announcing the termination of the Consent
Solicitation, the revocation of their consents, and their support for the
Acquisition.


                             9.     The parties agree that any breach of this agreement by Pierce or Olsen
would result in substantial and irreparable harm to Arguss, its current
officers, and its current directors. Arguss, its current officers, or its
current directors shall be entitled to file a lawsuit in any court with
jurisdiction over the matter to seek money damages for any breach of this
agreement, to seek an injunction to enjoin Pierce or Olsen from violating this
agreement, and to seek a declaration that any stockholder action approving the
Proposals is null and void.


                             10.     The parties agree that any breach of this agreement by Arguss would
result in substantial and irreparable harm to Pierce and Olsen. Pierce and
Olsen shall be entitled to file a lawsuit in any court with jurisdiction over
the matter to seek money damages for any breach of this agreement and to seek
an injunction to enjoin Arguss from violating this agreement.


                             11.     The parties hereby submit to the jurisdiction of the state or federal
courts sitting in Maryland for any lawsuit arising out of or relating to this
agreement.


                             12.     In any dispute arising under this agreement, the prevailing party
shall be entitled to recover from the other party or parties its costs and
expenses, including reasonable attorneys’ fees incurred in connection with such
dispute.


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                             13.     This agreement may not be altered, amended, modified, or otherwise
changed in any respect or particular whatsoever, except in a writing duly
executed by the parties to this agreement.


                             14.     This agreement is the entire agreement between the parties, and
supersedes all prior or contemporaneous, oral or written agreements or
discussions regarding this matter, and no party has relied upon any other
communication whatsoever in entering into this agreement.


                             15.     This agreement shall be construed in accordance with Delaware law
exclusive of its choice of law rules.


                             16.     This agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.



	 	 	 
	DATED: January 11, 2002	 	
/s/ Ronald D. Pierce
	 	 	
    Ronald D. Pierce
	
	
	
	
	
	

	 	 	
/s/ Kenneth R. Olsen
	 	 	
    Kenneth R. Olsen
	
	
	
	
	
	

	 	 	
Arguss Communications, Inc.
	
	
	
	
	
	

	DATED: January 12, 2002	 	
By: /s/ Rainer H. Bosselmann
	 	 	
        Rainer H. Bosselmann

        Chief Executive Officer and President




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