Exhibit 10.1


Exhibit 10.1


 

RELEASE
OF
CLAIMS AND SETTLEMENT AGREEMENT










WHEREAS,
Plaintiff, National Forms and Systems Group, Inc., (“Plaintiff”), initiated a
lawsuit against Timothy V. Ross, Todd Ross and Champion Industries, Inc.
(“Defendants”), in the Circuit Court of the First Judicial District of Hinds
County, Mississippi, in Cause No. 251-00-942-CIV;

WHEREAS,
Timothy V. Ross (“Defendant/Counter-Plaintiff”) filed a counterclaim against
National Forms and Systems Group, Inc. and Mickey McCardle
(“Counter-Defendants”) in Cause No. 251-00-942-CIV; and

WHEREAS,
the parties desire to resolve their differences and cease the litigation in
Cause No. 251-00-942-CIV, and mutually release each other;

NOW,
THEREFORE, in consideration of the premises and mutual promises herein
contained, it is agreed as follows:

1. Plaintiff
hereby:





	 	
      A.
	
      Agrees
      to the entry of a Stipulation of Dismissal as to the Defendants in the
      Circuit Court of the First Judicial District of Hinds County, Mississippi,
      Cause No. 251-00-942-CIV, in which it is the plaintiff, and Timothy V.
      Ross, Todd Ross and Champion Industries, Inc. are
    Defendants;


















 


























	 	
      B.
	
      Releases,
      acquits and forever discharges the Defendants, and their officers, agents,
      servants, successors, employees, past employees, attorneys, insurers, and
      liability plans from any and all claims, actions, causes of action,
      rights, demands, debts, damages, (specifically including, but not limited
      to punitive damages) or accounting of whatever nature, whether known or
      unknown, arising prior to the date of this Agreement, including, but not
      limited to, any damages, claims or penalties to which Plaintiff claims it
      may have been entitled under federal, state or local law, whether common
      law or statutory, or the United States Constitution, or the Mississippi
      Constitution, relating to or arising from the facts giving rise to the
      aforesaid cause of action. Plaintiff, its heirs and assigns and
      successors, further agrees to release and relinquish any and all claims
      plaintiff has or may have had in the past under federal, state or local
      law, whether common law or statutory, or constitutions dealing with any
      actions taken by any employee or agent of Timothy V. Ross, Todd Ross and
      Champion Industries, Inc., in connection with the events which form the
      subject matter of Cause No. 251-00-942-CIV;
and








	 	
      C.
	
      Agrees
      that it and its attorneys relinquish any and all rights it may have for
      any costs and attorney’s fees from the Defendants in any manner associated
      with Cause No. 251-00-942-CIV, except as provided in Paragraph 2 of this
      Agreement.







2. In
consideration of the release of all claims, and the agreements set forth in
Paragraph 1 above, the Defendants hereby:


	 	
      A.
	
      Agree
      to pay unto the Plaintiff the sum of Four Hundred Forty Thousand Dollars
      ($440,000.00);








	 	
      B.
	
      Agree
      to waive all costs imposed by the Court on the Defendants as a result of
      the appeal of this matter and which amounts to Sixty Thousand Two Hundred
      Seventy-Six and 10/100 Dollars ($60,276.10), and further agree to inform
      the Clerk of the Court that the cost judgment of Sixty Thousand Two
      Hundred Seventy-Six and 10/100 Dollars ($60,276.10) has been satisfied;
      and








	 	
      C.
	
      Agree
      that the terms set forth in 2(A) and (B) above represent the full and
      complete monetary settlement of all claims, including attorneys’ fees and
      costs incurred by the Plaintiff, in Cause No. 251-00-942-CIV.
    





















 

























3. In
further consideration of the release of all claims, and the agreements set forth
in Paragraphs 1 and 2 above, the Defendant/Counter-Plaintiff, Timothy V. Ross,
hereby:

Agrees to
release, acquit and forever discharge the Counter-Defendants, and their
officers, agents, servants, successors, employees, attorneys, past employees,
insurers, and liability plans from any and all claims, actions, causes of
action, rights, demands, deaths, damages, (specifically including, but not
limited to punitive damages) or accounting of whatever nature, whether known or
unknown, arising prior to the date of this Agreement, including, but not limited
to, any damages, claims or penalties to which Defendant/Counter-Plaintiff claims
he may have been entitled under federal, state or local law, whether common law
or statutory, or the Mississippi Constitution, relating to or arising from the
facts giving rise to the aforesaid cause of action. Defendant/Counter-Plaintiff,
his heirs and assigns, further agrees to release and relinquish any and all
claims he has or may have had in the past under federal, state or local law,
whether common law or statutory, dealing with any actions taken by any employee
or agent of National Forms and Systems Group, Inc. and Mickey McCardle, in his
individual and official capacity, in connection with the events which form the
subject matter of Cause No. 251-00-942-CIV.




4. As
further consideration of the mutual agreement of Defendants and to ensure the
resolution of any potential claims relating to this matter, Mickey McCardle
hereby:

Agrees to
release, acquit and forever discharge the Defendants, and their officers,
agents, servants, successors, employees, attorneys, past employees, insurers,
and liability plans from any and all claims, actions, causes of action, rights,
demands, deaths, damages, (specifically including, but not limited to punitive
damages) or accounting of whatever nature, whether known or unknown, arising
prior to the date of this Agreement, including, but not limited to, any damages,
claims or penalties to which Mickey McCardle possibly could have brought under
federal, state or local law, whether common law or statutory, or the Mississippi
Constitution, relating to or arising from the facts giving rise to the aforesaid
cause of action. Mickey McCardle, his heirs and assigns, further agrees to
release and relinquish any and all claims he has or may have had in the past
under federal, state or local law, whether common law or statutory, dealing with
any actions taken by any employee or agent of Champion Industries, Inc., or
Timothy Ross or Todd Ross, in either their individual and/or official capacity,
in connection with the events which form the subject matter of Cause No.
251-00-942-CIV.




5. As
further consideration of the mutual agreement of Plaintiff and Mickey McCardle
and to ensure the resolution of any potential claims relating to this matter,
Champion Industries, Inc. and Todd Ross hereby:

Agree to
release, acquit and forever discharge the Plaintiff and Mickey McCardle, and
their officers, agents, servants, successors, employees, attorneys, past
employees, insurers, and liability plans from any and all claims, actions,
causes of action, rights, demands, deaths, damages, (specifically including, but
not limited to punitive damages) or accounting of whatever nature, whether known
or unknown, arising prior to the date of this Agreement, including, but not
limited to, any damages, claims or penalties to which Champion Industries, Inc.
or Todd Ross possibly could have brought under federal, state or local law,
whether common law or statutory, or the Mississippi Constitution, relating to or
arising from the facts giving rise to the aforesaid cause of action. Champion
Industries, Inc. and Todd Ross and their heirs and assigns, further agree to
release and relinquish any and all claims they have or may have had in the past
under federal, state or local law, whether common law or statutory, dealing with
any actions taken by any employee or agent of Plaintiff or Mickey McCardle, in
either their individual and/or official capacity, in connection with the events
which form the subject matter of Cause No. 251-00-942-CIV.




6. Defendants
have denied, and continue to deny, any liability whatsoever regarding the
allegations and claims of the Plaintiff in Cause No. 251-00-942-CIV, and it is
understood by all parties that the entry into this Agreement does not
constitute, nor shall it be construed as, an admission by the Defendants of any
violation whatsoever of any of the Plaintiff’s rights secured by any local,
state or federal laws. Furthermore, Counter-Defendants have denied, and continue
to deny, any liability whatsoever regarding the allegations and claims of the
Defendant/Counter-Plaintiff in Cause No. 251-00-942-CIV, and it is understood by
all parties that the entry into this Agreement does not constitute, nor shall it
be construed as, an admission by the Counter-Defendants of any violation
whatsoever of any of the Defendant/Counter-Plaintiff’s rights secured by any
local, state or federal laws.

7. Plaintiff
represents and agrees that it has not heretofore assigned or transferred, or
purported to have assigned or transferred to any person, any claim or portion
thereof or interest therein, and agrees to indemnify, defend, and hold harmless
the Defendants against any and all claims based on, arising out of, or in
connection with any such transfer or assignment, or purported transfer or
assignment of any claims or any portion thereof or interest
therein.

8. If at any
time after the execution of this Agreement, it is established that Plaintiff,
Defendants or Counter-Defendants violated its terms, any party shall have the
right to seek appropriate relief including, but not limited to, a permanent
injunction restraining any other party from further violations, recovery of the
amount of consideration paid, damages and costs including reasonable attorneys'
fees. It is hereby agreed that any actions necessary to enforce the terms of
this Agreement will be exclusively against the party alleged to have violated
the Agreement. 















 

























9. In the
event of any dispute arising under this Agreement, it is agreed that Mississippi
law, where applicable, will control the interpretation, validity, enforceability
and effect of this Agreement without regard to the place of execution or the
place of performance. 

10. The
parties acknowledge that before signing this Release of Claims and Settlement
Agreement, they have read it, have had the benefit of counsel, and advice from
their own attorneys, and fully understand its terms, content, and effect. No
party has acted upon any promise, representation, assumption or understanding
which is not expressed in this Agreement's written terms.

11. This
Agreement represents the parties' entire Agreement and this Agreement cancels
and supersedes any and all previous written or oral agreements, representations,
assumptions or understandings between them.

IN
WITNESS WHEREOF, the parties have executed this Release of Claims and Settlement
Agreement on this the 6th day of May, 2005.





	 /s/ Mickey
      McCardle                      
                 
      	 	 /s/ Marshall T.
      Reynolds                        
      
	 NATIONAL FORMS AND    	 	 CHAMPION INDUSTRIES, INC.,
	 SYSTEMS GROUP, INC., by	 	 by Marshall T. Reynolds, Chairman of
      the
	 Mickey McCardle, President    	 	 Board and CEO
	 	 	 
	 5/06/05                                                           
      	 	 4/30/05                                                         
	 DATE	 	 DATE
	 	 	 
	 	 	 
	 /s/
      Mickey
      McCardle                              
          	 	 /s/
      Timothy V.
      Ross                                  
      
	 MICKEY MCCARDLE	 	 TIMOTHY V. ROSS
	 	 	 
	 5/06/05                                                          
      	 	 5/04/05                                                        
      
	 DATE	 	 DATE
	 	 	 
	 	 	 
	 /s/
      Todd
      Ross                                             
      	 	
	 TODD
      ROSS	 	 
	 	 	 
	 5/03/05                                                 
               	 	
	 DATE	 	






 




































 

      

STATE OF
MISSISSIPPI

COUNTY OF
HINDS




Personally
appeared before me, the undersigned authority in and for the aforesaid
jurisdiction, Mickey
McCardle, who,
being fully duly sworn, signed, executed and delivered the foregoing Release of
Claims and Settlement Agreement on the date set forth herein.




Sworn to
and Subscribed before
me, this the 6th day of May, 2005.










/s/
Gina
McGraw                                         


Notary
Public




My
Commission Expires:  April 13, 2008

 


 

STATE OF
MISSISSIPPI

COUNTY OF
HINDS




Personally
appeared before me, the undersigned authority in and for the jurisdiction
aforesaid, Mickey
McCardle, the
President of National
Forms and Systems Group, Inc., a
Mississippi corporation, who by me first duly sworn according to law stated on
oath that he, as the act and deed of said corporation, and after having been
duly authorized so to do, acknowledged receipt of the sum of $440.000 in
consideration for execution of this document and other valuable consideration,
signed and delivered the above and foregoing Release of Claims and Settlement
Agreement on the set forth herein.







Sworn to
and Subscribed before me
on this the 6th day of May, 2005.










/s/
Gina
McGraw                                         


Notary
Public




My
Commission Expires:  April 13, 2008







 






















STATE OF
MISSISSIPPI

COUNTY OF
HINDS




Personally
appeared before me, the undersigned authority in and for the aforesaid
jurisdiction, Tim Ross,
who,
being fully duly sworn, signed, executed and delivered the foregoing Release of
Claims and Settlement Agreement on the date set forth herein.




Sworn to
and Subscribed before me
on this the 4th day of May, 2005.







 

/s/
Dru E.
Thomas                                    

Notary
Public




My
Commission Expires:  September 16, 2006

 


 

STATE OF
MISSISSIPPI

COUNTY OF
HINDS




Personally
appeared before me, the undersigned authority in and for the aforesaid
jurisdiction, Todd
Ross, who,
being fully duly sworn, signed, executed and delivered the foregoing Release of
Claims and Settlement Agreement on the date set forth herein.




Sworn to
and Subscribed before me
on this the 3rd day of May, 2005.










/s/
Dru E.
Thomas                                   

Notary
Public




My
Commission Expires:  September 16, 2006







 






















STATE OF
WEST VIRGINIA

COUNTY OF
CABELL




Personally
appeared before me, the undersigned authority in and for the jurisdiction
aforesaid, Marshall
T. Reynolds, the
Chairman of the Board and CEO of Champion
Industries,
Inc., a West
Virginia corporation, who by me first duly sworn according to law stated on oath
that he, as the act and deed of said corporation, and after having been duly
authorized so to do, signed and delivered the above and foregoing Release of
Claims and Settlement Agreement on the date set forth herein.







Sworn to
and Subscribed before me
on this the 30th day of April, 2005







 

/s/
Walter
Sansom                                       


Notary
Public




My
Commission Expires:  October 10, 2010