Geospatial Corporation S-1


Exhibit 10.19


 


SETTLEMENT AGREEMENT


 


This SETTLEMENT AGREEMENT
(the “Agreement”) is dated this 25th day of May, 2012 and is by and between Joseph Timothy Nippes,
an adult individual with an address at 809 Smith Road, Homer City, PA 15748 (“Nippes”), Daniel A.
Bradley, Jr. ̧ an adult individual with an address at 6934 W Planada Lane, Glendale, Arizona 85310 (“Bradley”),
Christina Sherwood, an adult individual with an address at 1227 D Gemini Drive, Annapolis, Maryland 21403 (“Sherwood”),
Joseph A Lane,  an adult individual with an address at 3099 Winnebago Drive, Sedalia, Colorado 80135 (“Lane”),
Ronald Peterson, an adult individual with an address at 1501 Shirkey Avenue, Richmond, Missouri 64085(“Peterson”),
Timothy Story, an adult individual with an address at 9155 Bent Tree Drive, Peoria, Arizona 85383(“Story”) and
Linda Ward an adult individual with an address at 4113 Tartan Court, Murrysville, Pennsylvania 15668 (“Ward; together
with Nippes, Bradley, Sherwood, Lane, Peterson and Story, the “Claimants” and sometimes each individually, a “Claimant”),
on the one hand, and Geospatial Mapping Systems, Inc., a Delaware corporation with a principal place of business
located at 229 Howes Road, Sarver, Pennsylvania 16066 (“Mapping”), Geospatial Holdings, Inc. a Delaware
corporation with a principal place of business located at 229 Howes Road, Sarver, Pennsylvania 16066 (“Holdings”),
Mark A. Smith, an adult individual with an address at 1001 Carlisle Street, Natrona Heights, Pennsylvania 15065 (“Smith”),
Thomas R. Oxenreiter, an adult individual with an address at 7113 Clubhouse Road, Presto, Pennsylvania 15142 (“Oxenreiter”),
Timothy F. Sutherland, an adult individual who resides at 3191 Landmark Road, The Plaines, Virginia 20198 (“Sutherland”)
and Thomas Ridge, an adult individual with an address at 5315 Woodlawn Avenue, Chevy Chase, Maryland 20815 (“Ridge;”
together with Mapping, Holdings, Smith, Oxenreiter and Sutherland, the “Geospatial Parties”). 


 


BACKGROUND


 


WHEREAS, the Claimants
filed a civil suit against the Geospatial Parties in the Court of Common Pleas of Allegheny County in the matter styles Nippes
et al. v. Geospatial Mapping Systems, Inc. et al., No. GD 12-005210 (the “Civil Action”); 


WHEREAS, to avoid
the expense and rigors associated with the Civil Action, the Claimants and Geospatial Parties have agreed to resolve their differences
pursuant to the terms and subject to the conditions set forth herein. 


NOW, THEREFORE,
incorporating the Background section herein, for good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 


1.Undertakings of Geospatial
Parties.


(a) On or prior to June 1, 2012,
Mapping shall pay to Nippes the sum of $4,000 as reimbursement in full for legal fees and costs paid by Nippes on behalf of the
Claimants in connection with the Civil Action.




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(b) For settlement purposes
only, Mapping acknowledges and agrees to pay to each Claimant an amount attributable to “wages,” “expense reimbursements”
and “interest,” all as more fully set forth in the schedule attached hereto and incorporated herein by reference as
Exhibit “A” (the “Payment Schedule”) as follows:


(1) On or prior to July 1, 2012,
Mapping shall pay to each Claimant (except for Sherwood) an amount equal to 10% of the sum of each Claimant’s “wages,”
“expense reimbursements” and “interest” thereon, all as more fully set forth on the Payment Schedule. The
precise payments to be made appear under the column entitled “10% Payment Due July 1.”


(2) On or prior to August 1,
2012, Mapping shall pay to each Claimant (except for Sherwood) an amount equal to 5% of the sum of each Claimant’s “wages,”
“expense reimbursements” and “interest” thereon, all as more fully set forth on the Payment Schedule. The
precise payments to be made appear under the column entitled “5% Payment Due Aug 1.”


(3) Commencing on September
1, 2012, Mapping shall pay each Claimant (except for Sherwood) the balance of their respective claims (i.e., “wages,”
“expense reimbursements” and “interest” less the payments made in subsections (b)(1) and (b)(2)
above) with interest at the annual rate of 4% amortized over a 60-month period in equal monthly payments with a balloon payment
on August 1, 2015 consisting of the outstanding principal balance owing at that time. The precise monthly payments and balloon
payment to be made appear under the column entitled “36 Monthly Payments” and “Balloon Payment,” respectively.


(4) With respect only to Sherwood,
on July 1, 2012, Mapping shall pay Sherwood an amount equal to 25% of the sum of her “wages,” “expense reimbursements”
and “interest.” The balance of Sherwood’s claim shall be amortized and paid in equal monthly payments over a
twelve-month period commencing on August 1, 2012 with interest at 4% per annum. The precise 25% payment and monthly payments to
be made appear under the column entitled “Total Due as of July 1” and “36 Monthly Payments,” respectively.


(c) For
purposes of characterizing the payments being made to each Claimant, the principal portion of all such payments shall be allocated
and paid towards each Claimant’s “expense reimbursement” first and then as “wages.” Once Mapping
begins paying “wages” to any Claimant, Mapping will be responsible to deduct and withhold taxes therefrom and otherwise
issue a form W-2 to said Claimant consistent with its obligations under applicable law. Upon completion and satisfaction of Mapping’s
payment obligations set forth in Section 1(a) and (b) above, each Claimant acknowledges and agrees that he/she has been paid in
full for any and all obligations arising out of said Claimant’s employment by Mapping and that he/she has no unsatisfied
claims against any of the Geospatial Parties or any other third party arising from, related to or in any way connected with his/her
employment by Mapping. 




 




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2. Undertakings of
Claimants.


 

(a) Within five business
days after receipt of the payments set forth in Section 1(b)(1) and 1(b)(2) above, the Claimants will file a Praecipe to Discontinue
Without Prejudice the Civil Action as to all of the Geospatial Parties and thereafter shall refrain from pursuing any of the Geospatial
Parties or any other third party for the claims that were raised or that could have been raised in the Civil Action unless and
until there is an “Event of Default” (hereafter defined). Notwithstanding the foregoing, by dismissing the Civil Action,
the Claimants are not waiving the right to refile an action against the Geospatial Parties upon the occurrence of an “Event
of Default” (hereinafter defined), and the Geospatial Parties are not waiving any of the defenses that they have to such
claim or claims.


 


(b) Since this Agreement
does not provide for the immediate discontinuance of the Civil Action, upon and after the execution of this Agreement by all of
the parties hereto, Claimants shall be deemed to have extended the applicable response period for all of the Geospatial Parties
until ten days after the occurrence of an “Event of Default” (hereinafter defined).


 


3. Conditional Mutual
Release. Effective only upon completion and satisfaction of Mapping’s payment obligations set forth in Sections 1(a)
and 1(b) above, the Claimants, on the one hand, and the Geospatial Parties, on the other hand, each on behalf of himself/herself/itself
and any person or entity claiming by, through or under him/her/it, hereby unconditionally remises, releases and forever discharges
the other, including, with respect to any individual being released, their respective executor, administrator, heir or beneficiary,
and with respect to any entity being released, their respective, officers, directors, shareholders, employees, affiliates, subsidiaries
and parent corporation, as well the agents and permitted successors and assigns of any of the foregoing, of and from any and all
manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, promises, warranties,
guaranties, representations, liens, judgments, claims, counterclaims, cross claims, defenses and/or demands whatsoever, including
claims for contribution and/or indemnity, whether now known or unknown, past or present, asserted or unasserted, contingent or
liquidated, at law or in equity, or resulting from any assignment, if any, which any of them ever had or now have against the other,
for or by reason of any cause, matter or thing whatsoever, arising from the beginning of time to the date of execution of this
Agreement with respect to, in connection with or in any way related to the employment relationship between each of the Claimants
and Mapping. Each party warrants and represents to the other that he/she/it has not assigned, pledged, hypothecated and/or otherwise
divested himself/herself/itself and/or encumbered all or any part of the claims being released hereby and that he/she/it hereby
agrees to indemnify and hold harmless the other against any party who asserts or claims that such an assignment, pledge, hypothecation,
divestiture and/or encumbrance was made.


 


4. Event of Default;
Remedies. If Mapping fails to make any of the payments required pursuant to Sections 1(a) or 1(b) and fails to cure same within
ten days of receipt of written notice by or on behalf of the Claimant or Claimants who did not receive a timely payment, an “Event
of Default” shall occur hereunder. Upon and after the occurrence of an Event of Default, the Claimant who did not receive
payment (after proper notice and cure was




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afforded to Mapping) shall have all rights and
remedies to pursue any unpaid obligations owing to him/her, including, without limitation, the right to re-file a lawsuit to recover
any amounts alleged to be owed to such Claimant. For purposes of this Agreement, written notice of any failure to receive payment
shall be sent by facsimile, e-mail or overnight mail as follows: Geospatial Mapping Systems, Attn.: Mark Smith, 229 Howes Run Road,
Sarver, PA 16055 (fax no. (724) 353-3049) (email address mark@geospatialcorporation.com); and to Geospatial Mapping Systems, Inc.,
Attn.: Thomas Oxenreiter, 229 Howes Run Road, Sarver, PA 16055 (fax no. (724) 353-3049) (email address toxenreiter@geospatialcorporation.com)
with a copy to David B. Smith, Esquire, Smith Kane, LLC, 112 Moores Road, Malvern, PA 19355 (fax no. (610) 407-7218) (e-mail address
dsmith@smithkanelaw.com).


 


5.Amendments. Any amendment to this
Agreement shall be made in writing and signed by the parties hereto.


 


6.Severability. The provisions of
this Agreement will, to the greatest extent possible, be interpreted in such a manner as to comply with applicable law, but if
any provision hereof is, notwithstanding such interpretation, determined to be invalid, void or unenforceable, the remaining provisions
of this Agreement will not be affected thereby but will remain in full force and effect and be binding upon the parties hereto,
unless the deletion of such invalid, void or unenforceable provision or provisions would result in such a material change as to
cause the continuation of this Agreement to be unreasonable.


 


7. Assignment. The rights and obligations
of the parties hereto under this Agreement shall inure to the benefit of, and shall be binding upon, their respective successors
and assigns; provided, however, that no party may assign that party’s rights or responsibilities hereunder with the written
consent of all other parties hereto.


 


8. Counterparts. This Agreement
may be signed by each party hereto by facsimile or in .pdf format and in several counterparts, in which event all such counterparts
shall constitute one agreement, binding on all the parties hereto.


 


9. Governing Law.
Each party agrees that the formation, interpretation and performance of this Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania excluding its conflict of law rules. 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 any party.


 


10.Integrated Agreement. Each party agrees that this
Agreement sets forth the entire agreement between them on this subject and supersedes all other oral and written understandings
or agreements between the parties regarding the subject matter of this Agreement. The terms of this Agreement are contractual and
not mere recitals. All heading, titles and similar items are provided for the purpose of reference and convenience and are not
intended to affect the meaning, content or scope of this Agreement.


 







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11. Representation by Counsel. Each party hereto
acknowledges that he/she/it hashad the benefit of legal counsel of his/her/its own choice and has been afforded an
opportunity to review this Agreement with his/her/its legal counsel (or has been advised that he/she/it should have legal
counsel and has voluntarily declined to engage legal counsel) and agrees that this Agreement shall be construed as if jointly
drafted by all the parties hereto. This Agreement constitutes a settlement or compromise of claims and is therefore
not intended to be and shall not be construed to be or used as an admission as to liability or damages.


 


12. Further Assurances.
Each of the parties hereto agrees that he/she/it will take all such actions and execute and deliver any document, instrument and/or
agreement as may be reasonably necessary from time to time to effect the provisions of this Agreement.


 


IN WITNESS WHEREOF, this Agreement has been
executed by the parties as of the date first written above.


 


 


	ATTEST	 	GEOSPATIAL MAPPING SYSTEMS, INC.
	 	 	 	 
	/s/ Thomas R. Oxenreiter		By:	/s/ Mark A. Smith
	 	 	 	Name: Mark A. Smith
		 	 	Title:   CEO
	 	 	 	 
	ATTEST	 	GEOSPATIAL HOLDINGS, INC.
	 	 	 	 
	/s/ Thomas R. Oxenreiter	 	By:	/s/ Mark A. Smith
	 	 	 	Name: Mark A. Smith
	 	 	 	Title:   CEO
	 	 	 	 
	WITNESS	 	 	 
	 	 	 	 
	/s/ Thomas R. Oxenreiter	 	By:	/s/ Mark A. Smith
		 	Mark A. Smith






 


 





 


 








 




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	WITNESS	 	
	 	 	 	 
	 /s/ Mark A. Smith			/s/ Thomas R. Oxenreiter
	 	 	 	Thomas R. Oxenreiter
		 	 	
	WITNESS	 	
	 	 	 	 
	 	 		/s/ Timothy F. Sutherland
	 	 	 	Timothy F. Sutherland
	 	 	 	 
	WITNESS	 	 	 
	 	 	 	 
	/s/  Susan C. Galen_	 		/s/ Thomas Ridge
		 	 	Thomas Ridge
	 	 	 	 
	WITNESS	 	 	 
	 	 	 	 
	 	 	 	/s/ Joseph Timothy Nippes
	 	 	 	Joseph Timothy Nippes
	 	 	 	 
	WITNESS	 	 	 
	 	 	 	 
	/s/ Melinda Bradley	 	 	/s/ Daniel A. Bradley,
Jr.
	 	 	 	Daniel A. Bradley, Jr.
	 	 	 	 
	WITNESS	 	 	 
	 	 	 	 
	/s/ Tim Nippes	 	 	/s/ Christina Sherwood
	 	 	 	Christina Sherwood
	 	 	 	 
	WITNESS	 	 	 
	 	 	 	 
		 	 	/s/ Joseph A. Lane
	 	 	 	Joseph A. Lane
	 	 	 	 
	WITNESS	 	 	 
	 	 	 	 
	/s/ Piper Peterson	 	 	/s/ Ronald Peterson
	 	 	 	Ronald Peterson
	 	 	 	 
	WITNESS	 	 	 
	 	 	 	 
	/s/ Dana Story	 	 	/s/ Timothy Story
	 	 	 	Timothy Story
	 	 	 	 
	WITNESS	 	 	 
	 	 	 	 
	/s/ Dorothy Z. Reddick	 	 	/s/ Linda Ward
	 	 	 	Linda Ward