Unassociated Document


    NO.
07-11801

     

    
      	
              JOHN
      H. SIMMONS,

            	
              §

              §

            	
                   IN
      THE DISTRICT COURT OF

            
	
              Plaintiff,
      Counter-Defendant,

            	
              §

            	 
      
	 
      	
              §

            	 
      
	
              v.

            	
              §

            	 
      
	 
      	
              §

            	 
      
	
              ST.
      JOSEPH, INC., OTIS JOHNSON, MARK JOHNSON

            	
              §

              §

            	
              DALLAS
      COUNTY, TEXAS

            
	 
      	
              §

            	 
      
	
              Defendants,
      Counter-Plaintiff.

            	
              §

            	
                   192th
      JUDICIAL DISTRICT

            


    

     

    COMPROMISE AND SETTLEMENT
AGREEMENT AND GENERAL RELEASES

    


    KNOW
ALL MEN BY THESE PRESENTS:

    


    This
Compromise and Settlement Agreement (hereinafter the “The Agreement”) is entered
into by and among Plaintiff John H. Simmons, and Defendants St. Joseph, Inc.,
Otis Johnson, and Mark Johnson, and Staf Tek, Inc. for the mutual consideration
and purposes herein.  Plaintiff and Defendants are sometimes referred
to herein as “Party” or “Parties.”  Staf Tek, Inc. may be referred to
as Staf Tek.

    


    WHEREAS, John H. Simmons, (hereinafter
sometimes referred to as "Plaintiff"), has filed the lawsuit styled John H. Simmons
v.  St. Joseph, Inc. et al in the 192nd District
Court, Dallas, County Texas Cause No. 07-11801
(hereinafter sometimes referred to as “Cause No. 07-11801") to recover damages
alleged sustained by him as a result of the actions of Defendants St. Joseph,
Inc. (hereinafter sometimes referred to as "St. Joseph ") and against Otis
Johnson and Mark Johnson (hereinafter referred collectively as “Messrs. Johnson
") (St. Joseph and Messrs. Johnson hereinafter collectively are sometimes
referred to as "Defendants"), as is more fully shown by the pleadings on file in
Cause No. 07-11801, reference to which is made for the purpose of showing the
claims asserted by Plaintiff against Defendants; and

    


    WHEREAS, Defendants have denied that
they have any liability to Plaintiff; and

    


    WHEREAS, it is the desire of Defendants
to settle all claims which have been asserted or which could have been asserted
against them by Plaintiff in Cause No. 07-11801, in order to avoid the expense,
inconvenience, and uncertainty of the outcome of litigation; and

    


    WHEREAS, the Parties hereto will
execute and deliver the Settlement documents described herein to effectuate this
Agreement

    


    For and
in consideration of the mutual covenants, promises, recitals, conditions and
other valuable consideration hereinafter stated, the sufficiency and receipt of
which is acknowledged, the Parties do hereby agree to the following terms of
settlement:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Terms of Settlement and
Consideration

    


    
      	
              1.

            	
              For
      good and valuable consideration, the receipt and sufficiency of which is
      hereby acknowledged, St. Joseph shall pay to the Law Offices of P.C. Meyer
      the amount of $50,000.00 via cashier’s check, upon the delivery of this
      Compromise and Settlement Agreement and General Releases executed in full
      by Plaintiff together with Notices of Non-Suit and corresponding Orders
      fully executed by Plaintiff’s counsel.  For good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged
      the Defendants Otis and Mark Johnson shall cause to be paid by cashier’s
      check to the Law Offices of P.C. Meyer the sum of $30,000.00, upon the
      delivery of this Compromise and Settlement Agreement and General Releases,
      executed in full by Plaintiff together with Notices of Non-Suit and
      corresponding Orders fully executed by Plaintiff’s
  counsel.

            


    

    


    
      	
              2.

            	
              As
      part of the consideration for the $30,000 referenced above, Plaintiff
      shall relinquish all of the outstanding shares of St. Joseph stock issued
      to him in the amount of exactly 60,000 shares subject to any and all,
      restrictions against transferability stated on the share certificates or
      imposed by any SEC rule or regulation; however Plaintiff  will
      execute such documents as provided by Defendants as needed to remove such
      restrictions against transferability, including but not limited to an
      affidavit to the transfer agent that the shares have been issued and held
      by Plaintiff for more than 12 months, and execute the transfer of the
      shares with bank Medallion guarantees of John Simmons’ signatures. No
      action by Mr. Simmons as required by this term will require Mr. Simmons
      to, nor is it meant to violate any State or Federal
      Law.   Plaintiff hereby represents that he has not
      previously transferred, conveyed or encumbered his interest in these
      60,000 shares.  The execution of any documents necessary to
      effectuate the transfer and the delivery of the certificates representing
      the 60,000 shares shall occur simultaneously with the payment of the
      $30,000 as contemplated herein. The obligations of Plaintiff to execute
      the documents described herein, and the delivery of the shares pursuant to
      this paragraph are not severable from the rights and obligations of
      Simmons under any other terms and conditions of this
      Agreement.

            


    

    


    
      	
              3.

            	
              It
      is fully understood and agreed that counsel for St. Joseph will be
      obtaining and presenting the cashier’s checks for both the $50,000 and the
      $30,000 settlement funds.

            


    

    


    
      	
              4.

            	
              If,
      for any reason, the simultaneous exchange of the Settlement documents,
      including the share certificates for the 60,000 shares owned by Plaintiff
      and the payment of the $80,000.00 is not accomplished on or before June 8,
      2009 by either Party, or either party’s attorney, the non defaulting party
      may declare a breach of this Agreement, and this Agreement shall become
      void and moot and the non defaulting party shall have the unrestricted
      right to request a new trial setting in Cause No. 07-11801 as to all of
      its claims and causes of action.

            


    

    


    
      	
              5.

            	
              Upon
      completion of all of the terms and conditions of this Agreement, Mr.
      Simmons, St. Joseph, Staf Tek, and Otis Johnson, Mark Johnson, and any
      other associated individuals or entities shall promptly execute and file
      non-suits with prejudice, of any and all claims and causes of action
      alleged in this litigation.

            


    

    


    
      	
              6.

            	
              St.
      Joseph and Staf Tek shall promptly file a non-suit with prejudice in Karo v. St. Joseph v.
      Simmons, No. CJ-2006-4713 in the District Court, Tulsa County,
      State of Oklahoma.

            


    

     

     

    
      
        
          COMPROMISE AND SETTLEMENT
AGREEMENT AND GENERAL RELEASES

          Page
2

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Releases

     

    
      	
              7.

            	
              In
      consideration of the above, John H. Simmons on his
      behalf and on behalf of his agents, officers, directors, employees, parent
      companies, servants, subsidiaries, affiliated companies, successors and
      assigns does hereby RELEASE, ACQUIT AND FOREVER DISCHARGE St. Joseph, Staf Tek, Otis
      Johnson and Mark Johnson and each of their respective family
      members, spouses, employees, directors, officers, attorneys, and insurers,
      all and each of them of and from any and all claims, demands, actions,
      remedies, costs, expenses, losses and causes of action of whatever kind or
      character, whether in law or in equity, known or unknown, statutory or
      common law whether or not asserted by Plaintiff in Cause No. 07-11801
      against St. Joseph, Staf
      Tek, Otis Johnson and Mark Johnson, save except those rights and
      obligations set forth herein.

            


    

    


    
      	
              8.

            	
              In
      consideration of the above, St. Joseph, Staf Tek, Otis
      Johnson and Mark Johnson on their behalf and on behalf of their
      agents, officers, directors, employees, parent companies, servants,
      subsidiaries, affiliated companies, successors and assigns does hereby
      RELEASE, ACQUIT AND FOREVER DISCHARGE John H. Simmons and each
      of his respective family members, spouses, employees, directors, officers,
      attorneys, and insurers, all and each of them of and from any and all
      claims, demands, actions, remedies, costs, expenses, losses and causes of
      action of whatever kind or character, whether in law or in equity, known
      or unknown, statutory or common law whether or not asserted by Defendants
      in Cause No. 07-11801 against John H. Simmons, save
      except those rights and obligations set forth
  herein.

            


    

    


    
      	
              9.

            	
              In
      consideration of the above, St. Joseph and Staf Tek
      on their behalf and on behalf of their agents, officers, directors,
      employees, parent companies, servants, subsidiaries, affiliated companies,
      successors and assigns does hereby RELEASE, ACQUIT AND FOREVER DISCHARGE
      John H. Simmons
      and each of his respective family members, spouses, employees, directors,
      officers, attorneys, and insurers, all and each of them of and from any
      and all claims, demands, actions, remedies, costs, expenses, losses and
      causes of action of whatever kind or character, whether in law or in
      equity, known or unknown, statutory or common law whether or not asserted
      by St. Joseph or Staf Tek in Cause No. CJ-2006-4713 in the District Court,
      Tulsa County, State of Oklahoma against John H. Simmons, save
      except those rights and obligations set forth
  herein.

            


    

    


    
      	
              10.

            	
              In
      consideration of the above, John H. Simmons on his
      behalf and on behalf of his agents, officers, directors, employees, parent
      companies, servants, subsidiaries, affiliated companies, successors and
      assigns does hereby RELEASE, ACQUIT AND FOREVER DISCHARGE St. Joseph and Staf Tek
      and each of their respective family members, spouses, employees,
      directors, officers, attorneys, and insurers, all and each of them of and
      from any and all claims, demands, actions, remedies, costs, expenses,
      losses and causes of action of whatever kind or character, whether in law
      or in equity, known or unknown, statutory or common law whether or not
      asserted by John H.
      Simmons in Cause No. CJ-2006-4713 in the District Court, Tulsa
      County, State of Oklahoma against St. Joseph and Staf Tek,
      save except those rights and obligations set forth
  herein.

            


    

     

    
       

      
        
          
            COMPROMISE AND SETTLEMENT
AGREEMENT AND GENERAL RELEASES

            Page
3

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    Representations and
Covenants

     

    
      	
              11.

            	
              The Parties warrant and
      represent that they have not assigned to any person or entity any rights
      or ownership to any cause of action held by him against the other
      Party.

            


    

    


    
      	
              12.

            	
              The Parties understand
      that this Agreement was entered into in the State of Texas and that the
      validity and construction of this Agreement will be governed by the
      substantive laws of the State of
Texas.

            


    

    


    


    
      	
              13.

            	
              The Parties agree and
      recognize that if any provision of this Agreement shall for any reason be
      held to be invalid, unenforceable, or contrary to public policy or law,
      the remainder of the Agreement shall not be affected
    thereby.

            


    

    


    
      	
              14.

            	
              The Parties understand
      that all taxable costs of Court, attorneys fees or any other associated
      cost shall be paid by the party incurring same without contribution from
      any other party.

            


    

    


    


    This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original for all purposes, but, in making proof of this Agreement, it
shall not be necessary to produce or account for all such
counterparts.

     

     

    
      	
               

              AGREED
      AND APPROVED:

              St.
      Joseph, Inc.

               

               

               

                  
      /s/ Gerald
      McIlhargey                                          
      

              Mr.
      Gerald McIlhargey

              St.
      Joseph’s Authorized Representative

               

              Date:    6/3/09         
      

              SUBSCRIBED AND SWORN TO
      before me on the    3rd  
       day of June, 2009, to certify which witness my hand
      and official seal of office.

               

               

               

                   /s/
      Eve E. Elkins      
                                                  
                             [notary
      seal]

              Notary
      Public in and

              For
      the State of Texas

            


    

     

    
       

      
        
          
            COMPROMISE AND SETTLEMENT
AGREEMENT AND GENERAL RELEASES

            Page
4

          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      	
               

              AGREED
      AND APPROVED:

              Staf Tek,
      Inc.,

               

               

               

                  
      /s/ Gerald
      McIlhargey                                         
      

              By:
      Gerald McIlhargey

              Staf
      Tek’s Authorized Representative

               

              Date:    6/3/09         
      

              SUBSCRIBED AND SWORN TO
      before me on the    3rd    day
      of June, 2009, to certify which witness my hand and official seal of
      office.

               

               

               

                  
      /s/ Eve E.
      Elkins                                                                               [notary
      seal]

              Notary
      Public in and

              For
      the State of Texas

               

            


    

    


    


    
      	
               

              AGREED
      AND APPROVED:

              John
      H. Simmons

               

               

               

                  
      /s/ John H.
      Simmons                                            
      

              Mr.  John
      H. Simmons

               

              Date:    6/8/09          

              SUBSCRIBED AND SWORN TO
      before me on the    8th   
      day of June, 2009, to certify which witness my hand and official seal of
      office.

               

               

               

                  
      /s/ Eve E.
      Elkins                                                   
                              [notary
      seal]

              Notary
      Public in and

              For
      the State of Texas

            


    

     

    
       

      
        
          
            COMPROMISE AND SETTLEMENT
AGREEMENT AND GENERAL RELEASES

            Page
5

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      	
               

              AGREED
      AND APPROVED:

              Otis
      Johnson

               

               

               

                  
      /s/ Otis
      Johnson                                                  
      

              Mr.
      Otis Johnson

               

              Date:    6-2-09          
      

              SUBSCRIBED AND SWORN TO
      before me on the    2nd  
       day of June, 2009, to certify which witness my hand
      and official seal of office.

               

               

               

                  
      /s/ Susan K.
      Anderson                                                                    [notary
      seal]

              Notary
      Public in and

              For
      the State of Texas

            


    

     

     

    
      	
               

              AGREED
      AND APPROVED:

              Mark
      Johnson

               

               

               

                 /s/ Mark
      Johnson                                                   
      

              Mr.
      Mark Johnson

               

              Date:    6/3/09          
      

              SUBSCRIBED AND SWORN TO
      before me on the    3rd  
       day of June, 2009, to certify which witness my hand
      and official seal of office.

               

               

               

                  
      /s/ Eve E.
      Elkins                                                                               [notary
      seal]

              Notary
      Public in and

              For
      the State of Texas

            


    

     

    
       

      
        
          
            COMPROMISE AND SETTLEMENT
AGREEMENT AND GENERAL RELEASES

            Page
6