Exhibit 10.103


 


SETTLEMENT AGREEMENT AND RELEASE


 


This SETTLEMENT AGREEMENT AND RELEASE (collectively, with the releases
to be executed pursuant hereto, the “Agreement”) is made the 9th day of March
2006 by and among Paul A. Miller (“Miller”), Robert J. Bossart (“Bossart” and,
collectively with Miller, “Plaintiffs”), CompManagement Inc. (“CMI”), CMI
Management Company (“CMC”), CompManagement Health Systems Inc. (“CHI”),
CompManagement Integrated Disability Services, Inc. (“CDI”), WC Holdings, Inc.
(“WC Holdings” and, collectively with CMI, CMC, CHI and CDI, “Defendants”) and
Security Capital Corporation (“SCC”).


 


WHEREAS, Plaintiffs’ employment with Defendants was terminated
effective January 3, 2005;


 


WHEREAS, on or about November 8, 2005, Plaintiffs commenced a civil
action against Defendants in the Court of Common Pleas, Franklin County, Ohio,
entitled Paul A. Miller and Robert J.
Bossart v. CompManagement Inc., CMI Management Company, CompManagement Health
Systems, Inc., CompManagement Integrated Disability Services, Inc., and WC
Holdings, Inc. (the “Lawsuit”), Case No.: 05-CVH-10-12072;


 


WHEREAS, Defendants have denied all of the material allegations
asserted by Plaintiffs in the Lawsuit and assert that they are not liable to
Plaintiffs in any way;


 


WHEREAS, Plaintiffs, Defendants and SCC desire to resolve all of their
differences, including those in the Lawsuit, without the necessity of further
proceedings;


 


WHEREAS, Plaintiffs, Defendants and SCC entered into an Agreement in
Principle dated February 10, 2006 (“Agreement in Principle”), pursuant to which
Plaintiffs, Defendants and SCC set forth the essential terms and conditions on
which they agreed to resolve all of their differences, including the Lawsuit;
and


 


WHEREAS, Plaintiffs, Defendants and SCC now wish to set forth in more
detail in this Agreement the agreements reached in the Agreement in Principle;


 


NOW, THEREFORE, with the intent to be legally
bound hereby, and in consideration of the foregoing and the mutual promises and
covenants set forth herein, and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the undersigned agree
as follows:


 


I.              Dismissal
With Prejudice. Plaintiffs authorize and instruct James S. Mowery Jr.,
Esq., of Mowery & Youell, Ltd., to file a Stipulation of Dismissal With
Prejudice with respect to the Lawsuit in the form of Exhibit A hereto on or
prior to the date that is eight (8) days after the date hereof.


 

















 


II.            Effectiveness;
Dismissal. This Agreement shall not become effective until the eighth (8th)
day following the execution and delivery of this Agreement by all parties
hereto and the execution and delivery by the party or parties thereto of the
releases referred to in Sections 7.1 and 7.2 hereof (the “Effective Date”). Each
of Miller and Bossart has the right to revoke this Agreement prior to the
eighth (8th) day after his execution thereof by giving notice in
writing to SCC and Defendants. In the event that Bossart or Miller, or both of
them, revokes this Agreement prior to the eighth (8th) day after
execution thereof, this Agreement, and the promises contained therein
(including the releases), shall automatically be deemed null and void as to all
parties hereto.


 


III.           Settlement
Consideration. Defendants shall pay Plaintiffs the consideration set forth
in this Article as and in the manner set forth herein:


 


3.1           Initial
Payments. WC Holdings shall pay, or shall cause CMI to pay, the sum of
$94,976 plus $261,007.50
($355,983.50) to Bossart and the sum of $94,976 plus $111,280 ($206,256) to Miller within one business day
following the later of (i) the Effective Date of this Agreement and
(ii) Defendants’ and SCC’s receipt of proof of entry of the Stipulation of
Dismissal With Prejudice referred to in Article I (such date, the “Settlement
Effective Date”).


 


3.2           Installment
Payments. On the first anniversary of the Settlement Effective Date, WC
Holdings shall pay, or shall cause CMI to pay, $182,705.25 to Bossart and
$77,896 to Miller. On the second anniversary of the Settlement Effective Date,
WC Holdings shall pay, or shall cause CMI to pay, $78,302.25 to Bossart and
$33,384 to Miller.


 


3.3           Contingent
Payments. WC Holdings shall pay, or shall cause CMI to pay, $563,820 to
Bossart and $281,910 to Miller upon the occurrence of a change of control of
SCC or WC Holdings. For purposes of this Agreement, the term “change of control”
shall be defined, with respect to SCC and WC Holdings, in the same way as it is
defined in the agreement with respect to Tag Along Rights and Drag Along
Rights, as defined in Article VIII below; provided, however, that no payment
obligation shall be triggered prior to the occurrence of a change of control as
defined for purposes of Section 409A of the Internal Revenue Code of 1986, as
amended.


 


3.4           Withholding.
All payments made to Bossart and Miller pursuant to this Agreement shall be
subject to any required withholding taxes.


 


3.5           Allocation.
For all purposes (including, but not limited to, tax purposes), the parties
agree to treat the $261,007 and $111,280 payments made pursuant to Section 3.1
and all of the payments made pursuant to Section 3.2 as payments in
consideration of or in exchange for the covenants contained in Article V, and
the $94,976 payments made pursuant to Section 3.1 and the payments made
pursuant to Section 3.3 as severance payments.


 


3.6           Interest
Bearing Account. On the Settlement Effective Date, WC Holdings or CMI, as
applicable, shall place the amounts of the payments to be made pursuant to
Section 3.2 into an interest-bearing WC Holdings or CMI (as applicable) account.
Interest earned on the account shall be allocated on the basis of the
respective interests of Bossart and Miller in the funds in the account, and
interest earned shall be paid to Bossart and Miller with the payments to be
made to them pursuant to Section 3.2 on the second anniversary of the
Settlement Effective 


 


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Date. Other than as expressly provided
herein, no interest shall accrue between the Effective Date and the date of
payment of any payment contemplated by this Agreement.


 


3.7           Wire
Transfer. WC Holdings or CMI, as applicable, shall wire the payments due to
Bossart and Miller pursuant to this Agreement to such accounts as Bossart and
Miller may direct WC Holdings in writing.


 


IV.           Plaintiffs’
Acknowledgment Regarding Payments. Plaintiffs agree and acknowledge that
the payments provided for in Article III of this Agreement (i) exceed
any payment, benefit or other thing of value to which Plaintiffs might otherwise
be entitled under any policy, plan or procedure of the Company; (ii) are
in full discharge of any and all of the Company’s liabilities and obligations
to Plaintiffs; and (iii) are in full discharge of any and all claims
against the Company for damages of any kind.


 


V.            Non-Compete
and Non-Solicitation Covenants.


 


5.1           For
and in consideration of the payments described in Sections 3.1 and 3.2, and for
other valuable consideration set forth in this Agreement, each of Bossart and
Miller agrees that during the thirty-six (36) month period immediately
following the Effective Date of this Agreement, he will not directly or
indirectly, either on his own behalf or on behalf of any person, partnership,
association, corporation, company or other entity:


 


(i)            Engage
in, become employed by, become affiliated with or become interested in any
business that is in competition with any of the Non-Compete Parties (as defined
below in Article XI). Throughout this Article, “engage in,” “become employed
by,” “become affiliated with” or “become interested in” shall mean either (1)
in a capacity calling for the rendering of any services or participating in
management or operations in any capacity or (2) financially, other than as a
stockholder owning less than two (2%) percent of a corporation whose stock is
listed on a national securities exchange or is traded on the over-the-counter
market. Throughout this Article, a business shall be considered to be “in
competition with the Non-Compete Parties” if the business is engaged in the same
or a competing line of business with any of the Non-Compete Parties.


 


(ii)           Transact,
do or solicit business of the same or similar nature to the business of any of
the Non-Compete Parties or with any of the Non-Compete Parties’ Clients. Throughout
this Article, the term “Non-Compete Parties’ Clients” includes, but is not
limited to:


 


(1)           persons,
entities, corporations, divisions or subsidiary offices of companies or
individuals and their affiliates for which any of the Non-Compete Parties is
providing services at the time of the Effective Date of this Agreement or which
have, at any time within the twelve (12) month period prior to the Effective
Date of this Agreement, purchased or acquired or executed an agreement
providing for the purchase or acquisition of any of the Non-Compete Parties’
services or products;


 


(2)           persons,
entities, corporations, divisions or subsidiary offices of those companies or
individuals and their affiliates which were solicited by any of the Non-Compete
Parties at any time during the twelve (12) months prior to January 3, 2005.


 


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(iii)          Cause,
induce or encourage any of the Non-Compete Parties’ Clients to terminate or
adversely change their relationship with any of the Non-Compete Parties,
including without limitation through any employment, consulting or other
relationship with any of the Non-Compete Parties’ Clients.


 


(iv)          Become
employed by, become a consultant or contractor to, become affiliated with or
become interested in any of the following of the Non-Compete Parties
Clients:  Professional Insurance Agents Association of Ohio and University of California.


 


(v)           Divert
or attempt to divert any of the Non-Compete Parties’ Clients to any competitor,
by direct or indirect inducement or otherwise, or do or perform, directly or
indirectly, any other act injurious or prejudicial to the goodwill in any way
associated with any of the Non-Compete Parties.


 


(vi)          Cause,
induce or encourage any employee, consultant, independent contractor or
otherwise of any of the Non-Compete Parties, who at the time thereof provides,
or at any time during the one (1) year period prior thereto provided, services
to any of the Non-Compete Parties, to leave the employ of or terminate any
relationship with any of the Non-Compete Parties.


 


(vii)         Solicit
for hire or engagement, seek to employ or have any discussions or other
communications regarding hiring, engaging or employing any employee,
consultant, independent contractor or otherwise of any of the Non-Compete
Parties, who at the time thereof provides, or at any time during the one (1)
year period prior thereto provided, services to any of the Non-Compete Parties.


 


5.2           Plaintiffs
acknowledge (i) that the promises and covenants in this Agreement are
essential to protect the business and goodwill of the Non-Compete Parties,
(ii) that the Non-Compete Parties would not have entered into this
Agreement without these promises and covenants; (iii) that they have
consulted with counsel and have been fully advised concerning the
reasonableness and propriety of these promises and covenants; (iv) that
these promises and covenants represent reasonable and necessary protection of
the legitimate interests of the Non-Compete Parties; (v) that any breach
or threatened breach of these promises and covenants will cause irreparable
injury to the Non-Compete Parties and money damages will not provide adequate
remedy; and (vi) that they will have the ability to make a reasonable
living while observing these promises and covenants.


 


5.3           If
any court determines that any of the covenants of this Article is unenforceable
because of the duration, scope or nature of such covenant, such court shall
have the power to reduce the duration, scope or nature of such covenant, as the
case may be, and, in its reduced form, such covenant shall then be enforceable
and shall be enforced.


 


VI.           General
Covenants.


 


6.1           Non-Disparagement.
Each of Bossart and Miller agrees that he shall not, at any time or in any
manner, disparage the Company or any officer or director thereof. Defendants
agree that none of them, at any time or in any manner, shall disparage Bossart
or Miller and shall instruct their officers and directors regarding the same. Each
of Bossart and Miller agrees that he will not engage in any conduct that is
injurious to the Company’s reputation or interest.


 


6.2           Cooperation.
Each of Bossart and Miller agrees to cooperate with the Company regarding the
Company’s business activities, including any potential change of control of the



 


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Company. Provided they are pre-approved by WC
Holdings, WC Holdings shall pay or direct the payment of any reasonable
out-of-pocket expenses incurred by Bossart or Miller in fulfilling this
obligation. The obligation in this Section to cooperate with the Company shall
terminate on July 31, 2006.


 


6.3           Reaffirmation
of Employment Agreement Obligations.


 


(i)            Bossart
hereby reaffirms (1) his obligation in Section 11 of his Employment Agreement
dated June 8, 2000 (as the same may have been amended) with WC Holdings, the
other Defendants and affiliates thereof (the “Bossart Employment Agreement”) to
return all records; and (2) his obligation in Section 10(a)(i) of the Bossart
Employment Agreement not to disclose trade secrets or confidential information.


 


(ii)           Miller
hereby reaffirms (1) his obligation in Section 11 of his Employment Agreement
dated June 8, 2000 (as the same may have been amended) with WC Holdings, the
other Defendants and affiliates thereof (the “Miller Employment Agreement”) to
return all records; and (2) his obligation in Section 10(a)(i) of the Miller
Employment Agreement not to disclose trade secrets or confidential information.


 


6.4           No
Admission. Defendants have entered into this Agreement solely for the
purpose of avoiding the burdens and expense of further litigation, and the
making of this Agreement is not intended, and shall not be construed, as an
admission that any of the Defendants or SCC has violated any federal, state or
local law, breached any contract or committed any wrong whatsoever against
Plaintiffs. Neither the fact of the settlement, nor anything contained in this
Agreement or the Agreement in Principle, shall constitute or be used or treated
as an admission by any party with respect to any allegation or claim made or
that could have been made in the Lawsuit. Plaintiffs, Defendants and SCC agree
that this Agreement and the Agreement in Principle may be used as evidence only
in a subsequent proceeding in which Plaintiffs, Defendants or SCC alleges
breach of, or indemnification under, this Agreement. Otherwise, this Agreement
and the Agreement in Principle shall not be filed with a court or used for any
other purpose.


 


6.5           Tax
Liability/Indemnification. Each of Bossart and Miller shall be liable for
and shall pay his own tax liability arising as a result of the settlement
provided for in this Agreement (including, but not limited to, the payments
made to him hereunder to the extent not satisfied by withholding). Bossart
agrees to hold the Company harmless against, and to indemnify the Company for,
any and all claims by the Internal Revenue Service or any other taxing
authority, which may be made against the Company, arising out of or relating to
the Company’s failure to withhold any portion of any payment to Bossart for
income or employment taxes, or for any other purpose, and agrees to reimburse
the Company for any resulting payments that the Company may be required to make
to such taxing authority. Miller agrees to hold the Company harmless against,
and to indemnify the Company for, any and all claims by the Internal Revenue
Service or any other taxing authority, which may be made against the Company,
arising out of or relating to the Company’s failure to withhold any portion of
any payment to Miller for income or employment taxes, or for any other purpose,
and agrees to reimburse the Company for any resulting payments that the Company
may be required to make to such taxing authority.


 


6.6           Confidentiality.
Each party hereby agrees to maintain the terms and conditions of this Agreement
and the Agreement in Principle as confidential, subject only to exceptions for
disclosures (i) to the Company’s officers, directors, employees,
accountants, attorneys, 


 


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consultants and advisers, on a need to know
basis, (ii) to Bossart and Miller’s respective attorneys and accountants,
on a need to know basis, (iii) required by law, including any subpoena,
(iv) to potential acquirers of the Company; and (v) pursuant to any
Securities and Exchange Commission or stock exchange rules or regulations; provided,  however that (1) in the case of
clauses (i), (ii) and (iv), any person to whom confidential information is
provided shall have an obligation to maintain the confidentiality of such
information in accordance with the terms hereof, and (2) before a party
discloses confidential information pursuant to clause (iii), such party shall
provide written notice and a reasonable opportunity to the other parties to
seek a protective order with respect to the information proposed to be
disclosed. Information that becomes publicly available other than by means of a
breach of this confidentiality obligation shall no longer be confidential
hereunder. Each of Bossart and Miller hereby represents and warrants that he
has not heretofore disclosed the existence, terms or conditions of this
Agreement.


 


VII.          Releases
and Related Covenants.


 


7.1           Plaintiffs’
Releases. Upon execution of this Agreement, Miller and Bossart shall
provide to Defendants and SCC an executed Release in the form annexed hereto as
Exhibits B and C.


 


7.2           Defendants’
Releases. Upon execution of this Agreement, Defendants shall provide to
Miller and Bossart an executed Release in the form annexed hereto as Exhibits D
and E.


 


7.3           No
Additional Claims. Each of Bossart and Miller hereby represents and
warrants that he has no claim against the Company other than those being
released under and pursuant to this Agreement and that, other than the Lawsuit,
he has not commenced, maintained, prosecuted, participated in as a party, or
permitted to be filed by any other person on his behalf, any action or
proceeding of any kind against the Company with respect to any act, omission,
transaction or occurrence up to and including the date of the execution of this
Agreement. Each of the Defendants hereby represents and warrants that it has no
claim against Bossart or Miller other than those being released under and
pursuant to this Agreement and that it has not commenced, maintained, prosecuted,
participated in as a party, or permitted to be filed by any other person on his
behalf, any action or proceeding of any kind against Bossart or Miller with
respect to any act, omission, transaction or occurrence up to and including the
date of the execution of this Agreement.


 


7.4           Covenant
Not To Sue. Each of Bossart and Miller covenant not to commence, maintain,
prosecute or participate in (except as may be required by law, pursuant to a
court order, or in response to a valid subpoena) any action, charge, complaint
or proceeding of any kind (on his own behalf and/or on behalf of any other
person or entity and/or on behalf of or as a member of any alleged class of
persons) in any court, or before any administrative or investigative body or
agency (whether public, quasi-public or private), against the Company with
respect to any act, omission, transaction or occurrence up to and including the
date of the execution of this Agreement.


 


7.5           No
Assignment of Released Claims. Each party hereby represents and warrants
that it has not assigned or otherwise transferred any released claim (in whole
or in part) and shall not assign or otherwise transfer any released claims (in
whole or part).


 


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VIII.        Tag
Along/Drag Along Rights. Each of Bossart and Miller shall have the right to
sell his interest in WC Holdings, for cash, if there occurs a change of control
of SCC or WC Holdings (the “Tag Along Rights”). SCC shall have the right to
require Bossart and Miller to sell their respective interests in WC Holdings,
for cash, if there occurs a change of control of SCC or WC Holdings (the “Drag
Along Rights”). The Tag Along Rights and Drag Along Rights shall be on the same
terms and conditions as will be set forth in a separate agreement to be agreed
upon between SCC and the other minority stockholders and optionholders of WC
Holdings, and Bossart and Miller shall execute that separate agreement when
presented to them by SCC. For the avoidance of doubt, neither Bossart nor Miller
shall be required to engage in a roll-up transaction (i.e., convert their
equity in WC Holdings into equity of or other interests in another entity).


 


IX.           Representations
and Warranties.


 


9.1           Authorization.
Each party represents and warrants that it is duly authorized to execute,
deliver and perform its obligations under this Agreement.


 


9.2           No
Conflict. Each party represents and warrants that neither the execution and
delivery of, nor the performance of its obligations under, this Agreement will
conflict with or violate any law, judgment, order or decree applicable to it.


 


9.3           Enforceable
Agreement. Each party represents and warrants that this Agreement has been
duly executed and delivered by it and, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a valid and binding
obligation of it enforceable against it in accordance with its terms (except as
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the enforcement of
the rights of creditors generally and the application of equitable principles
in any proceeding, whether at law or in equity).


 


9.4           Represented
By Counsel. Each of Bossart and Miller represents and warrants that
(i) he has been represented by independent legal counsel, of his own
choice, throughout all of the negotiations preceding this Agreement;
(ii) he executed this Agreement after consultation with the
above-described independent legal counsel; (iii) he carefully read this
Agreement in its entirety; (iv) he had at least twenty-one (21) days
within which to consider this Agreement prior to execution or, if elects to
execute and deliver this Agreement prior to the expiration of such twenty-one
(21)-day period, he hereby knowingly and voluntarily waives his right to
consider this Agreement for the days remaining in that twenty-one (21)-day
period; (v) he has had the provisions of this Agreement explained to him
by his own counsel, who has answered to his satisfaction any questions he has
asked with regard to the meaning of any of the provisions of this Agreement;
(vi) he fully understands the terms and significance of this Agreement;
(vii) he voluntarily assents to all the terms and conditions contained in this
Agreement, and is signing this Agreement voluntarily and of his own force and
will; and (viii) he intends to abide by the provisions of this Agreement
without exception.


 


9.5           No
Violations. Each of Bossart and Miller hereby represents and warrants that,
to the best of his knowledge, except for such acts or omissions as have been
disclosed to SCC in writing prior to the date of this Agreement or referenced
in the Report to the Audit Committee, 


 


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he has complied with his employment agreement
and the SCC Code of Conduct. Nothing contained herein shall constitute or be
construed as an admission by Bossart or Miller that he breached his employment
agreement or violated the SCC Code of Conduct.


 


X.            Dispute
Resolution and Remedies.


 


10.1         Arbitration.
All controversies or claims arising out of or related to this Agreement, or the
breach or asserted breach hereof, whether based on contract, tort, statute or
other theory of liability, and including without limitation any claim by or
against a parent, subsidiary or other affiliate of any party, shall be finally
determined by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (the “AAA Rules”), and judgment
upon the award rendered by the arbitrator may be entered in any court of
competent jurisdiction. The arbitration shall be conducted in Columbus, Ohio,
in accordance with the United States Arbitration Act. There shall be three
arbitrators, one chosen by the Company, one chosen by Bossart and/or Miller (as
applicable) and the third (the chair) to be chosen by the two party-appointed
arbitrators. Any party may, at its option, seek emergency interim or
provisional relief pursuant to the AAA Optional Rules for Emergency Measures of
Protection to the AAA Commercial Arbitration Rules. This Agreement shall be
construed and governed by the law of the State of Ohio, without reference to
conflicts of law rules or principles thereof. In any action commenced to
enforce this Agreement, each party shall pay its own costs and expenses, except
that Plaintiffs, on the one hand, and the Company, on the other hand, shall
each pay one-half of any fees and expenses to be paid to the AAA or any
arbitrator. Once a decision is rendered by the arbitrators, unless the
arbitrators shall otherwise allocate the same among the parties, the prevailing
party (or parties, as the case may be) shall be entitled to recover from the
other party (or parties, as the case may be) its reasonable attorneys’ fees and
expenses, and costs, disbursements and the like incurred in prosecuting the
action (including without limitation expert
witness fees, witness expenses, disbursements, AAA administrative fees and
arbitrator compensation) as the arbitrator shall determine is appropriate.


 


10.2         Remedies.
If Plaintiffs breach, or threaten to commit a breach of, this Agreement (the
party in breach the “Breaching Party”), in addition to any actual damages
suffered as a result, the Defendants and SCC shall be entitled to terminate
their obligations under this Agreement with respect to the Breaching Party. The
termination by the Defendants and/or SCC of its obligations under this
Agreement with respect to a Breaching Party shall, automatically and without
any action on its part, relieve WC Holdings or CMI, as applicable, of any
further obligations to make payments due after the date of the breach to the
Breaching Party.


 


If Plaintiffs breach, or threaten to commit a
breach of, Sections 5.1, 5.2, 6.1, 6.2, 6.3, 6.4, 6.6, 7.1, 7.4, 7.5 and Article
VIII of this Agreement, the Company shall have the right and remedy to have
them specifically enforced by any court having equity jurisdiction over the
parties. Plaintiffs specifically acknowledge and agree (i) that the
promises and covenants in this Agreement are essential to protect the business
and goodwill of the Company, (ii) that the Company would not have entered
into this Agreement without these promises and covenants; (iii) that
Plaintiffs have consulted with counsel and have been fully advised concerning
the reasonableness and propriety of these promises and covenants;
(iv) that these promises and covenants represent reasonable and necessary
protection of the legitimate interests of the Company; (v) that any breach
or threatened breach of these promises and covenants will cause 


 


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irreparable injury to the Company and money
damages will not provide adequate remedy to the Company; and (vi) that the
Company shall be entitled to injunctive relief upon such breach or threatened
breach of these promises and covenants without the necessity of proof of actual
damage. This right to injunctive relief shall be in addition to, and not in
lieu of, any other rights and remedies available to the Company in law or in
equity.


 


10.3         Breach
Notice. In the event of a breach or threatened breach of this Agreement,
the party asserting a breach or threatened breach will give the other party
written notice of the alleged breach or threatened breach and fourteen (14)
days, from receipt thereof, within which to cure that breach or threatened
breach before exercising the right to terminate this Agreement or seek to
recoup monetary remedies. Nothing contained in this Section shall require a
notice or cure period before seeking injunctive or other equitable relief to
prevent or remedy a breach or threatened breach of this Agreement.


 


XI.           Miscellaneous
Provisions.


 


11.1         Definitions.
As used throughout this Agreement, (a) the term “Plaintiffs” means Paul A.
Miller and Robert J. Bossart, (b) the term “Defendants” means CompManagement
Inc., CMI Management Company, CompManagement Health Systems Inc.,
CompManagement Integrated Disability Services, Inc., and WC Holdings, Inc., (c)
the term “Company” means any or all of the following: (i) Defendants,
(ii) SCC, (iii) each of Defendants and SCC’s affiliates, and/or
(iv) each of Defendants, SCC, and their affiliates’ successors or assigns,
and (d) the term “Non-Compete Parties” means any or all of the following:
(i) Defendants, (ii) each of Defendants’ affiliates, and/or
(iii) each of Defendants and their affiliates’ successors or assigns;
provided, however, that SCC shall be a Non-Compete Party only to the extent it
is in the same or a competing line of business with any of the Defendants.


 


11.2         Governing
Law. This Agreement shall be construed and governed by the laws of the
State of Ohio, without reference to conflicts of law rules or principles
thereof.


 


11.3         Notices.
All notices and other communications required or permitted to be given under
this Agreement to any party shall be in writing and delivered by hand, telecopy
(which is confirmed) or Federal Express or any similar nationally recognized
express delivery service (which obtains acknowledgment of receipt (or refusal
to accept)) to that party at the address or telecopy number set forth below (or
to such other address or telecopy number as any party may furnish in writing to
the other party). Delivery of any such written notice shall be deemed effective
upon receipt or refusal to accept:


 


(i)            If
to Paul A. Miller:


 


Paul A. Miller


6597 Masefield Street


Worthington, Ohio 43085


 


(ii)           If
to Robert J. Bossart:


 


Robert J. Bossart


2603 Chartwell Road


Columbus, Ohio 43220


 


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(iii)          If
to Defendants:


 


CompManagement Inc.


Corporate Office


6377 Emerald Parkway


Dublin, Ohio 43017


Attention: 
Stephen Brown, Chief Executive Officer


 


(iv)          If
to SCC:


 


Security Capital Corporation


Eight Greenwich Office Park


Third Floor


Greenwich, CT 06831


Attention: 
Brian Fitzgerald


 


A copy of any written notice under this
Agreement to Miller or Bossart, or both, should be sent in the manner described
above to their attorney, James S. Mowery, Esq. of Mowery & Youell, Ltd.,
425 Metro Place North, Suite 420, Dublin, Ohio 43017, telecopy (614) 760-8654.


 


A copy of any written notice under this
Agreement to Defendants or SCC, or both, should be sent in the manner described
above to their attorneys, Kevin T. Abikoff, Esq. and Kathy Russo, Esq., of
Hughes Hubbard & Reed LLP, 1775 I Street, N.W., Washington, DC 20006,
telecopy (202) 721-4646.


 


11.4         Severability.
If any provision of this Agreement shall be held to be illegal, void or
unenforceable, such provision shall be of no force and effect. The illegality
or unenforceability of such provision, however, shall have no effect upon, and
shall not impair the enforceability of, any other provision of this Agreement
provided that, upon a finding by a court of competent jurisdiction that the
Release executed by Plaintiffs pursuant to Section 7.1 above is illegal and/or
unenforceable in any respect, Plaintiffs shall be required to repay to
Defendants any amount paid to them pursuant to Article III above in excess of
$500.


 


11.5         Counterparts.
This Agreement may be executed in several counterparts, each of which shall be
deemed as an original, but all of which together shall constitute one and the
same instrument.


 


11.6         Integration.
This Agreement constitutes the complete understanding between the parties and
supersedes any and all prior negotiations, agreements, representations or
understandings among the parties hereto with respect to the subject matter
hereof, including without limitation the Agreement in Principle. Plaintiffs
acknowledge that neither Defendants nor SCC, nor any representative of
Defendants or SCC, has made any representation or promise to them other than as
set forth herein. No other promises or agreements among the parties hereto
shall be binding unless in writing and signed by the parties.


 


10

















 


11.7         Amendments;
Waivers. This Agreement may not be amended or any provision hereof waived
other than in writing executed, in the case of an amendment, by all parties
and, in the case of a waiver, by the party granting the waiver.


 


11.8         Assignments.
This Agreement shall not be assignable by Bossart or Miller and shall be
binding upon, and shall inure to the benefit of, Bossart, Miller and the
Company and their respective successors and assigns (including without
limitation estates, heirs, executors, administrators, legatees and similar
legal representatives).


 


11

















 


IN WITNESS WHEREOF, each of the undersigned
has duly executed and delivered this Agreement as of the date first set forth
above.


 


	
   

  	
  /s/ Robert J. Bossart

  	
   

  
	
   

  	
  Robert J. Bossart

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Paul A. Miller

  	
   

  
	
   

  	
  Paul A. Miller

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CompManagement Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CMI Management Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CompManagement Health Systems, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CompManagement Integrated Disability
  Services, 

  
	
   

  	
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WC Holdings, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Schlueter

  	
   

  



 


12

















 


	
   

  	
  Security Capital Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
				



 


13

















 


EXHIBIT A


 


FORM OF
STIPULATION OF DISMISSAL WITH PREJUDICE


 


IN THE COURT OF COMMON PLEAS


FRANKLIN COUNTY, OHIO


 


	
   

  	
  :

  	
   

  
	
  Paul A. Miller and Robert J. Bossart,

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  
	
  Plaintiffs,

  	
  :

  	
  Case No.: 05-CVH-10-12072

  
	
   

  	
  :

  	
   

  
	
  vs.

  	
  :

  	
  JUDGE: Daniel T. Hogan

  
	
   

  	
  :

  	
   

  
	
  COMPMANAGEMENT INC.,

  	
  :

  	
   

  
	
  CMI MANAGEMENT COMPANY,

  	
  :

  	
   

  
	
  COMPMANAGEMENT HEALTH

  	
  :

  	
   

  
	
  SYSTEMS INC., COMPMANAGEMENT

  	
  :

  	
   

  
	
  INTEGRATED DISABILITY SERVICES,

  	
  :

  	
   

  
	
  INC., and WC HOLDINGS, INC.,

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  
	
  Defendants.

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  



 


NOTICE OF DISMISSAL WITH PREJUDICE


 


Pursuant to Rule 41(A)(1)(b) of the Ohio Rules of Civil Procedure,
Plaintiffs Paul A. Miller and Robert J. Bossart hereby voluntarily dismiss this
action with prejudice. As indicated by the signatures below, all of the parties
in this action consent to this dismissal. Each party shall bear its own costs.


 


	
   

  	
   

  	
  Respectfully submitted,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  John Stephen (0022947)

  	
  James S. Mowery, Jr. (0040227)

  
	
  Porter, Wright, Morris & Arthur, LLP

  	
  Mowery & Youell, Ltd.

  
	
  41 South High Street, 32d Floor

  	
  425 Metro Place No., Suite 420

  
	
  Columbus, Ohio 43215

  	
  Dublin, Ohio 43017

  
	
  Phone: 614-227-2061

  	
  Phone: (614) 764-1444

  
	
  Fax: 614-227-2100

  	
  (614) 760-8654

  
	
   

  	
   

  
	
  Attorneys for the Defendants.

  	
  Attorneys for the Plaintiffs.

  



 


14

















 


EXHIBIT B


 


RELEASE


 


Release, executed this 9th day of March 2006,
by Paul A. Miller (“Miller”):


 


For and in consideration of the payments to
be made and for other valuable consideration to be provided to Miller pursuant
to the Settlement Agreement and Release dated March 9, 2006 by and among
(i) Paul A. Miller and Robert J. Bossart (collectively, the “Plaintiffs”),
(ii) CompManagement Inc., CMI Management Company, CompManagement Health
Systems, Inc., CompManagement Integrated Disability Services, Inc., and WC
Holdings, Inc. (collectively, the “Defendants”), and (iii) Security
Capital Corporation (“SCC”), including the payments set forth in Article III of
the Settlement Agreement and Release, Miller, for himself and for his spouse,
heirs, executors, administrators, trustees, legal representatives and assigns
(hereinafter collectively referred to as “Releasors”), hereby irrevocably and unconditionally
forever releases and discharges Defendants and SCC and any and all of their
past, present or future parent companies, partners, subsidiaries, affiliates,
divisions, employee benefit and/or pension plans or funds (except vested rights
under any 401(k) plan), and their respective successors and assigns, and any
and all of their past, present or future directors, officers, attorneys,
agents, trustees, administrators or employees (whether acting as agents for
Defendants and/or SCC or any of their past, present or future parent companies,
partners, subsidiaries, affiliates, divisions or employee benefit and/or
pension plans or funds, or in their individual capacities) (hereinafter
collectively referred to as “Releasees”) from any and all claims, demands,
causes of action and liabilities of any kind or nature whatsoever (upon any
legal or equitable theory, whether contractual, common-law, statutory, federal,
state, local or otherwise), whether known or unknown, whether accrued or
contingent, by reason of any act, omission, transaction or occurrence up to and
including the date of the execution of this Release which Releasors ever had,
now have or thereafter can, shall or may have against Releasees.


 


Without limiting the generality of the
foregoing, Releasors hereby release and discharge Releasees from:


 


(i)            any
and all claims (including without limitation those based upon statutory,
contract or implied contract, tort, public policy or common law grounds)
relating to Miller’s employment by or with Defendants, the terms and conditions
of such employment, the employee benefits related to such employment and/or his
separation from such employment, including without limitation any and all
claims for shares or options in Defendants;


 


(ii)           any
and all claims (including without limitation those based upon statutory,
contract or implied contract, tort, public policy or common law grounds)
relating to Miller’s entry into the Settlement Agreement and Release and/or the
terms thereof;


 


(iii)          any
and all claims of employment discrimination and/or retaliation under and
federal, state or local statute or ordinance, regulation, public policy or
common law, including without limitation, any and all claims under Title VII of
the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment
Act; the Older Workers Benefit Protection 


 


15

















 


Act; the Americans with Disabilities Act; the
Employee Retirement Income Security Act; the Worker Adjustment and Retraining
Notification Act; and Ohio Revised Code Chapter 4112.


 


(iv)          any
and all claims asserted by or which could have been asserted by Miller in the
civil action filed by Miller and Robert J. Bossart in the Court of Common
Pleas, Franklin County, Ohio, entitled Paul A. Miller and Robert J. Bossart v.
CompManagement Inc., CMI Management Company, CompManagement Health Systems,
Inc., CompManagement Integrated Disability Services, Inc., and WC Holdings,
Inc, Case No.: 05-CVH-10-12072;


 


(v)           any
and all claims for damages or injury of any kind whatsoever;


 


(vi)          subject to the last
paragraph of this Release, any and all claims for indemnification, including
without limitation under any statute, articles, bylaws, policy, procedure or
agreement of any Releasor, or insurance coverage under any insurance policy of
or maintained by any Releasor; and


 


(vii)         subject to the last
paragraph of this Release, any and all claims for attorneys’ fees, costs,
disbursements and the like which Releasors ever had, now have or hereafter can,
shall or may have against Releasees for, upon or by reason of any act,
omission, transaction or occurrence up to and including the date of the
execution of this Release.


 


This Release may not be changed orally and it
shall be effective on the eighth (8th) day following its execution.


 


Miller represents and warrants that (i) he
has been represented by independent legal counsel, of his own choice,
throughout all of the negotiations preceding execution of this Release; (ii) he
executed this Release after consultation with the above-described independent
legal counsel; (iii) he carefully read this Release in its entirety; (iv) he
had at least twenty-one (21) days within which to consider this Release prior
to execution or, if elects to execute and deliver this Release prior to the
expiration of such twenty-one (21)-day period, he hereby knowingly and
voluntarily waives his right to consider this Release for the days remaining in
that twenty-one (21)-day period; (v) he has had the provisions of this Release
explained to him by his own counsel, who has answered to his satisfaction any
questions he has asked with regard to the meaning of any of the provisions of
this Release; (vi) he fully understands the terms and significance of this
Release; (vii) he voluntarily assents to all the terms and conditions contained
in this Release, and is signing this Release voluntarily and of his own force
and will; and (viii) he intends to abide by the provisions of this Release
without exception. Miller further represents and warrants that he has read this
Release in its entirety, fully understands all of its terms, and voluntarily
assents to all terms and conditions contained herein.


 


The release of Releasor’s claims for
indemnification and insurance coverage (including, without limitation, claims
for attorneys’ fees, costs, disbursements and the like) shall be limited to
claims that Releasor has, had or may have that arise out of or are as a result
of claims that are asserted only against Releasor and based only upon Releasor’s
own acts or omissions. Should Releasor make a demand for indemnification or
insurance coverage under any policy maintained by any Releasee, nothing
contained in this Release shall preclude the Releasee or any insurer under any
insurance policy maintained by any Releasee, from asserting any claim based
upon the 


 


16

















 


acts or omissions of Releasor and that relate
to Releasor’s claim for indemnification or insurance, in response to or in
defense of such demand by Releasor for indemnification or insurance coverage. Any
and all rights to indemnification and insurance preserved to Releasor in this
paragraph shall be subject to such rights of Releasees and any insurer under
any insurance policy maintained by any Releasee to assert such defenses, as
stated above.


 


 


	
  /s/ Paul A. Miller

  	
   

  
	
  Paul A. Miller

  	
   

  
	
   

  	
   

  
	
  STATE OF OHIO

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF FRANKLIN

  	
  )

  
			



 


On this 9th day of March 2006, before me
personally came Paul A. Miller, to be known and known to me to be the person
described and who executed the foregoing Release and he duly acknowledged to me
that he executed the same.


 


	
  /s/ Kevin M. Vore

  	
   

  
	
  Notary

  



 


17

















 


EXHIBIT C


 


RELEASE


 


Release, executed this 7th day of March 2006,
by Robert J. Bossart (“Bossart”):


 


For and in consideration of the payments to
be made and for other valuable consideration to be provided to Bossart pursuant
to the Settlement Agreement and Release dated March 9, 2006 by and among
(i) Paul A. Miller and Robert J. Bossart (collectively, the “Plaintiffs”),
(ii) CompManagement Inc., CMI Management Company, CompManagement Health
Systems, Inc., CompManagement Integrated Disability Services, Inc., and WC
Holdings, Inc. (collectively, the “Defendants”), and (iii) Security
Capital Corporation (“SCC”), including the payments set forth in Article III of
the Settlement Agreement and Release, Bossart, for himself and for his spouse,
heirs, executors, administrators, trustees, legal representatives and assigns
(hereinafter collectively referred to as “Releasors”), hereby irrevocably and
unconditionally forever releases and discharges Defendants and SCC and any and
all of their past, present or future parent companies, partners, subsidiaries,
affiliates, divisions, employee benefit and/or pension plans or funds, and
their respective successors and assigns, and any and all of their past, present
or future directors, officers, attorneys, agents, trustees, administrators or
employees (whether acting as agents for Defendants and/or SCC or any of their
past, present or future parent companies, partners, subsidiaries, affiliates,
divisions or employee benefit and/or pension plans or funds, or in their
individual capacities) (hereinafter collectively referred to as “Releasees”)
from any and all claims, demands, causes of action and liabilities of any kind
or nature whatsoever (upon any legal or equitable theory, whether contractual,
common-law, statutory, federal, state, local or otherwise), whether known or
unknown, whether accrued or contingent, by reason of any act, omission,
transaction or occurrence up to and including the date of the execution of this
Release which Releasors ever had, now have or thereafter can, shall or may have
against Releasees.


 


Without limiting the generality of the
foregoing, Releasors hereby release and discharge Releasees from:


 


(i)            any
and all claims (including without limitation those based upon statutory,
contract or implied contract, tort, public policy or common law grounds)
relating to Bossart’s employment by or with Defendants, the terms and
conditions of such employment, the employee benefits related to such employment
and/or his separation from such employment, including without limitation any
and all claims for shares or options in Defendants;


 


(ii)           any
and all claims (including without limitation those based upon statutory,
contract or implied contract, tort, public policy or common law grounds)
relating to Bossart’s entry into the Settlement Agreement and Release and/or
the terms thereof;


 


(iii)          any
and all claims of employment discrimination and/or retaliation under and
federal, state or local statute or ordinance, regulation, public policy or
common law, including without limitation, any and all claims under Title VII of
the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment
Act; the Older Workers Benefit Protection 


 


18

















 


Act; the Americans with Disabilities Act; the
Employee Retirement Income Security Act; the Worker Adjustment and Retraining
Notification Act; and Ohio Revised Code Chapter 4112.


 


(iv)          any
and all claims asserted by or which could have been asserted by Bossart in the
civil action filed by Bossart and Paul A. Miller in the Court of Common Pleas,
Franklin County, Ohio, entitled Paul A. Miller and Robert J. Bossart v.
CompManagement Inc., CMI Management Company, CompManagement Health Systems,
Inc., CompManagement Integrated Disability Services, Inc., and WC Holdings,
Inc, Case No.: 05-CVH-10-12072;


 


(v)           any
and all claims for damages or injury of any kind whatsoever;


 


(vi)          subject to the
provisions of the last paragraph of this Release, any and all claims for
indemnification, including without limitation under any statute, articles,
bylaws, policy, procedure or agreement of any Releasor, or insurance coverage
under any insurance policy of or maintained by any Releasor; and


 


(vii)         subject
to the last paragraph of this Release, any and all claims for attorneys’ fees,
costs, disbursements and the like which Releasors ever had, now have or
hereafter can, shall or may have against Releasees for, upon or by reason of
any act, omission, transaction or occurrence up to and including the date of
the execution of this Release.


 


This Release may not be changed orally and it shall be effective on the
eighth (8th) day following its execution.


 


Bossart represents and warrants that (i) he
has been represented by independent legal counsel, of his own choice,
throughout all of the negotiations preceding execution of this Release; (ii) he
executed this Release after consultation with the above-described independent
legal counsel; (iii) he carefully read this Release in its entirety; (iv) he
had at least twenty-one (21) days within which to consider this Release prior
to execution or, if elects to execute and deliver this Release prior to the
expiration of such twenty-one (21)-day period, he hereby knowingly and
voluntarily waives his right to consider this Release for the days remaining in
that twenty-one (21)-day period; (v) he has had the provisions of this Release
explained to him by his own counsel, who has answered to his satisfaction any
questions he has asked with regard to the meaning of any of the provisions of
this Release; (vi) he fully understands the terms and significance of this
Release; (vii) he voluntarily assents to all the terms and conditions contained
in this Release, and is signing this Release voluntarily and of his own force
and will; and (viii) he intends to abide by the provisions of this Release
without exception. Bossart further represents and warrants that he has read
this Release in its entirety, fully understands all of its terms, and
voluntarily assents to all terms and conditions contained herein.


 


The release of Releasor’s claims for
indemnification and insurance coverage (including without limitation claims for
attorneys’ fees, costs, disbursements and the like) shall be limited to claims
that Releasor has, had or may have that arise out of or are as a result of
claims that are asserted only against Releasor and based only upon Releasor’s
own acts or omissions. Should Releasor make a demand for indemnification or
insurance coverage under any policy maintained by any Releasee, nothing
contained in this Release shall preclude the Releasee or any insurer under any
insurance policy maintained by any Releasee, from asserting any claim based
upon the 


 


19

















 


acts or omissions of Releasor and that relate
to Releasor’s claim for indemnification or insurance, in response to or in
defense of such demand by Releasor for indemnification or insurance coverage. Any
and all rights to indemnification and insurance preserved to Releasor in this
paragraph shall be subject to such right of Releasees and any insurer under any
insurance policy maintained by any Releasee to assert such defenses, as stated
above.


 


 


	
  /s/ Robert J. Bossart

  	
   

  
	
  Robert J. Bossart

  	
   

  
	
   

  	
   

  
	
  STATE OF SC

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF BEAUFORT

  	
  )

  
			



 


On this 7th day of March 2006, before me
personally came Robert J. Bossart, to be known and known to me to be the person
described and who executed the foregoing Release and he duly acknowledged to me
that he executed the same.


 


	
  /s/ Avis B. Young

  	
   

  
	
  Notary

  



 


20

















 


EXHIBIT D


 


RELEASE


 


Release, executed this 8th day of March 2006,
by CompManagement Inc., CMI Management Company, CompManagement Health Systems,
Inc., CompManagement Integrated Disability Services, Inc., and WC Holdings,
Inc. (collectively, the “Defendants”) and Security Capital Corporation (“SCC”):


 


For and in consideration of the payments to
be made and for other valuable consideration to be provided to Defendants and
SCC pursuant to the Settlement Agreement and Release by and among (i) Paul
A. Miller and Robert J. Bossart (collectively, the “Plaintiffs”),
(ii) CompManagement Inc., CMI Management Company, CompManagement Health
Systems, Inc., CompManagement Integrated Disability Services, Inc., and WC
Holdings, Inc. (collectively, the “Defendants”), and (iii) and Security
Capital Corporation (“SCC”), dated March 9, 2006, Defendants and SCC, for
themselves and their successors and assigns (hereinafter collectively referred
to as “Releasors”), hereby forever release and discharge Paul A. Miller and his
spouse, heirs, executors, administrators, trustees, legal representatives and
assigns (hereinafter collectively referred to as “Releasees”) from any and all
claims, demands, causes of action, and liabilities of any kind whatsoever (upon
any legal or equitable theory, whether contractual, common-law, statutory,
federal, state, local or otherwise), whether known or unknown, whether accrued
or contingent, by reason of any act, omission, transaction or occurrence which
Releasors ever had, now have or thereafter can, shall or may have against Releasees
up to and including the date of the execution of this Release.


 


Notwithstanding the foregoing, this Release
shall not be effective to preclude any Releasor or any insurer under any
insurance policy maintained by any Releasor from asserting any claim (including
without limitation any claim otherwise released hereunder) in defense of any
demand by Plaintiffs or either of them for indemnification or insurance
coverage under any insurance policy maintained by any Releaser.


 


 


	
  CompManagement Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CMI Management Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CompManagement Health Systems, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  



 


21

















 


	
  CompManagement Integrated Disability
  Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WC Holdings, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Security Capital Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  



 


	
  STATE OF CONNECTICUT

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF FAIRFIELD

  	
  )

  



 


On this 8th day of March 2006, before me
personally came William R. Schlueter, to be known and known to me to be the
person described and who executed the foregoing Release and he duly
acknowledged to me that he executed the same.


 


	
  /s/ Wendy E. Bolton

  	
   

  
	
  Notary

  



 


22

















 


EXHIBIT E


 


RELEASE


 


Release, executed this 8th day of March 2006,
by CompManagement Inc., CMI Management Company, CompManagement Health Systems,
Inc., CompManagement Integrated Disability Services, Inc., and WC Holdings,
Inc. (collectively, the “Defendants”) and Security Capital Corporation:


 


For and in consideration of the payments to
be made and for other valuable consideration to be provided to Defendants and
SCC pursuant to the Settlement Agreement and Release by and among (i) Paul
A. Miller and Robert J. Bossart (collectively, the “Plaintiffs”),
(ii) CompManagement Inc., CMI Management Company, CompManagement Health
Systems, Inc., CompManagement Integrated Disability Services, Inc., and WC Holdings,
Inc. (collectively, the “Defendants”), and (iii) and Security Capital
Corporation (“SCC”), dated March 9, 2006, Defendants and SCC, for themselves
and their successors and assigns (hereinafter collectively referred to as “Releasors”),
hereby forever release and discharge Robert J. Bossart and his spouse, heirs,
executors, administrators, trustees, legal representatives and assigns
(hereinafter collectively referred to as “Releasees”) from any and all claims,
demands, causes of action, and liabilities of any kind whatsoever (upon any
legal or equitable theory, whether contractual, common-law, statutory, federal,
state, local or otherwise), whether known or unknown, whether accrued or
contingent, by reason of any act, omission, transaction or occurrence which
Releasors ever had, now have or thereafter can, shall or may have against
Releasees up to and including the date of the execution of this Release.


 


Notwithstanding the foregoing, this Release
shall not be effective to preclude any Releasor or any insurer under any
insurance policy maintained by any Releasor from asserting any claim (including
without limitation any claim otherwise released hereunder) in defense of any
demand by Plaintiffs or either of them for indemnification or insurance coverage
under any insurance policy maintained by any Releaser.


 


	
  CompManagement Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CMI Management Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CompManagement Health Systems, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  



 


23

















 


	
  CompManagement Integrated Disability
  Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WC Holdings, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Schlueter

  	
   

  



 


 


	
  STATE OF CONNECTICUT

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF FAIRFIELD

  	
  )

  



 


On this 8th day of
March 2006, before me personally came William R. Schlueter, to be known and
known to me to be the person described and who executed the foregoing Release
and he duly acknowledged to me that he executed the same.


 


	
  /s/ Wendy E. Bolton

  	
   

  
	
  Notary

  



 


24