Exhibit 10.1


 


SETTLEMENT
AGREEMENT AND MUTUAL RELEASE


 


This Settlement Agreement and Mutual Release (“Agreement”)
is made as of the 13th day of January, 2009 (the “Effective
Date”), by and between EF Johnson Technologies, Inc.
(formerly known as EFJ, Inc.) (“EFJ”); and the Company Securityholders, by and through Chih-Hsiang Li, as Stockholders’ Agent
pursuant to that one certain Agreement and Plan of Merger, dated July 10,
2006 (the “Merger Agreement”), by and among EFJ, 3e
Technologies International, Inc. (the “Company”),
Avanti Acquisition Corp., Chih-Hsiang Li, as Stockholders’ Agent, and Steven
Chen, James Whang, Chih-Hsiang Li and AEPCO, Inc.  (as the “Principal Stockholders”).  All terms not otherwise defined herein shall
have the meaning assigned to them in the Merger Agreement.


 


RECITALS


 


WHEREAS,
EFJ has made a claim against the Escrow Fund established under the terms of the
Merger Agreement, for Damages arising out of certain alleged breaches of the
representations and warranties contained in the Merger Agreement;


 


WHEREAS,
the Stockholders’ Agent, acting on behalf of the Company Securityholders,
including the Principal Stockholders, has objected to such claim;


 


WHEREAS,
pursuant to the terms of the Merger Agreement and the Escrow Agreement dated July 10,
2006 (the “Escrow Agreement”) by and among JPMORGAN
CHASE BANK, N.A., as  Escrow Agent, EFJ, the Company, and Chih-Hsiang Li, as
Stockholders’ Agent, EFJ and the Stockholders’ Agent  have engaged in good faith negotiations in an
effort to resolve the dispute;


 


WHEREAS,
as a result of such negotiations, the parties have agreed to settle the dispute
and to permanently and fully resolve and compromise all claims, rights and
actions, whether arising in contract, tort, statute, or regulation, between and
among the parties;


 


AGREEMENTS


 


NOW
THEREFORE, for good and valuable consideration, including the mutual covenants
herein contained, it is agreed as follows:


 


1.                                       Releases.


 


1.1           In consideration of
the EFJ Settlement Sum (as such term is hereinafter defined), EFJ hereby
releases and fully and forever discharges the Company Securityholders and all
of their agents, attorneys, employees, owners, parents, partners, directors,
officers, predecessors in interest, successors in interest, and assigns,
whether past or present, and all persons acting by, through, under or in
concert with any or all of them, of and from any and all claims, demands,
suits, liabilities, causes of action, judgments, settlements, losses, damages,
expenses, costs and penalties of every kind and nature whatsoever, which they
now have or may hereafter have, whether now known or hereafter discovered,
whether fixed or contingent, whether suspected or unsuspected, and whether
foreseen or unforeseen, and which arise out of or 


 


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relate in any way to (i) the claim that is in EFJ’s August 11,
2008 letter to the Escrow Agent (hereinafter referred to as the “Claim”), including attorney’s fees and other costs that were
incurred by EFJ in connection with the claim; and (ii) the acquisition of
the Company pursuant to the Merger Agreement.


 


1.2           In consideration of
the Company Securityholders’ Settlement Sum (as such term is hereinafter
defined), the Company Securityholders hereby release and fully and forever discharge
EFJ and all of its agents, attorneys, employees, stockholders, directors,
officers, successors in interest, and assigns, of and from any and all claims,
demands, suits, liabilities, causes of action, judgments, settlements, losses,
damages, expenses, costs and penalties of every kind and nature whatsoever,
which they now have or may hereafter have, whether now known or hereafter
discovered, whether fixed or contingent, whether suspected or unsuspected, and
whether foreseen or unforeseen, and which arise out of or relate in any way to (i) the
acquisition the Company pursuant to the Merger Agreement, (ii) the
settlement of the Claim pursuant to this Agreement, and (iii) fees and
costs, including attorney’s fees and other costs that were incurred by the
Stockholders’ Agent and/or the Company Securityholders in defending the Claim.


 


1.3           With
respect to the foregoing releases, the parties hereby acknowledge that they are
aware that they or their attorneys may hereafter discover claims, facts,
damages or injuries based upon, relating to or arising out of the subject
matter of the released claim  in addition
to or different from those which they now know or believe to exist, but that it
is nevertheless their intention to hereby fully, finally and forever settle and
release all of the claims known or unknown, suspected or unsuspected, which
each has against the other based upon, relating to, or arising out of the
subject matter of the released claim.


 


1.4           The
foregoing releases shall not be construed as releasing or affecting any of the
obligations of the Parties under this Agreement.


 


2.                                       Settlement
Sum.


 


2.1           EFJ
shall receive an amount equal to 100% of the funds contained in the Escrow Fund
on January 15, 2009 (the “Settlement Date”)
(which amount shall include all interest and other income earned under the
Escrow Agreement through the Settlement Date), less $1,102,129.50 (the “EFJ Settlement Sum”).


 


2.2           Immediately
following payment of the EFJ Settlement Sum to EFJ, the Company Securityholders
shall be entitled to receive 100% of the funds remaining in the Escrow Fund,
including any interest which may accrue on such amount following the Settlement
Date, less (i) the Stockholders’ Agent’s fees and expenses incurred in
connection with the administration of his duties in connection with the Merger
Agreement, and (ii) the fees payable to Wells Fargo Shareowner Services in
connection with the disbursement to the Company Securityholders of the
remaining amounts contained in the Escrow Fund (the “Company
Securityholders’ Settlement Sum”).


 


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2.3           All
disbursements from the Escrow Fund shall be made within five (5) days
following the Settlement Date.


 


2.4           To
effectuate the Disbursement of the EFJ Settlement Sum and the Company
Securityholders’ Settlement Sum, the Parties shall sign and deliver to the
Escrow Agent a letter containing joint instructions for the disbursement of the
Escrow Fund in a form substantially similar to Attachment A hereto.


 


3.                                       Full
Authority.


 


3.1           EFJ
represents, warrants and agrees that it has the full right and authority to
enter into this Agreement, and to provide the covenants set forth in this
Agreement, and that the party or representative executing this Agreement has
the full right and authority to commit and bind such party according to the
provisions hereof.


 


3.2           The Stockholders’
Agent represents, warrants and agrees that he has the full right and authority
to enter into this Agreement on behalf of the Company Securityholders, and to
provide the covenants set forth in this Agreement, and that he has the full
right and authority to commit and bind the Company Securityholders according to
the provisions hereof.


 


4.             Attorney
Fees and Costs.  Each of the parties
shall bear all attorney’s fees and costs arising from the actions of their own
counsel in connection with the drafting and negotiation of this Agreement and
the Claim.


 


5.             Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their predecessors,
successors, heirs, assigns and representatives. 
This Agreement represents the compromise of disputed claims.


 


6.             Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties relating to the settlement
of the Claim.  No statements,
communications, letters or other agreements, whether written or verbal,
relating to this settlement shall have any force or effect unless embodied in
this Agreement.


 


7.              Governing
Law.  This Agreement shall be
construed in accordance with and governed by the internal laws of the State of
Delaware without giving effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the internal laws of
the State of Delaware to the rights and duties of the parties, and any claim
arising hereunder or in connection herewith shall be filed and heard in the
federal courts located in Dallas County, Texas. THE PARTIES HERETO EXPRESSLY
AGREE TO SUCH JURISDICTION AND VENUE AND WAIVE ALL RIGHTS AT LAW OR IN EQUITY
REGARDING A CHANGE IN VENUE BASED UPON FORUM NON CONVENIENS OR ANY OTHER LEGAL
THEORY.


 


8.             Severability.  If, after the date hereof, any provision of
this Agreement is held to be illegal, invalid or unenforceable under present or
future laws effective during the term of this Agreement, such provision(s) shall
be fully severable.  In lieu thereof,
there shall be added a 


 


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provision as
similar in terms to such illegal or unenforceable provision as may be possible
and legal, valid and enforceable.


 


9.             Multiple
Counterparts.  This Agreement may be
executed in multiple counterparts by each of the parties hereto, including by
facsimile, each of which shall be deemed an original agreement, and all of
which shall constitute one agreement, notwithstanding that all of the parties
are not signatories to the original or the same counterpart, to be effective as
of the day and year first above written. 
A facsimile signature received from any party hereto shall be treated as
an original for purposes of finalizing the Agreement.


 


10.           No
Admission.  This Agreement represents
a compromise and settlement of disputed matters and shall not be construed as
an admission of liability or wrongdoing by any of the Parties.


 


11.           Additional
Documents and Further Assurances. 
Each Party shall give prompt notice to the other Party of the receipt of
any document that the other party reasonably requires in connection with this
Agreement for purposes of tax reporting, accounting or any other purpose related
to the Agreement.  Each Party shall
execute and deliver such other instruments and perform such other acts and
things as may be reasonably necessary for either Party in connection with
matters related to this Agreement.


 


[Signatures on following page.]


 


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IN WITNESS WHEREOF, the parties have duly executed this Agreement as
set forth below, intending to be legally bound by the terms and conditions of
this Agreement.


 


	
  Dated: 

  	
   01/13/09

  	
   

  	
    /s/ Chih-Hsiang Li

  
	
   

  	
   

  	
  Chih-Hsiang
  Li

  
	
   

  	
   

  	
  Stockholders’
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EF Johnson Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:
  

  	
   01/13/09

  	
   

  	
  By: 

  	
  /s/ Michael E. Jalbert

  
	
   

  	
   

  	
   

  	
  Michael E. Jalbert

  
	
   

  	
   

  	
   

  	
  CEO and Chairman

  
						



 


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