AND VOLUNTARILY WAIVING YOUR RIGHT TO A JURY TRIAL AND DO SO IN ORDER TO RESOLVE
ANY FUTURE DISPUTES IN A MORE EFFICIENT AND COST-EFFECTIVE MANNER.
23.
IN SIGNING THIS LETTER, YOU REPRESENT AND
WARRANT THAT YOU ARE NOT RELYING ON ANY STATEMENTS, REPRESENTATIONS OR PROMISES
MADE BY ANYONE INCLUDING, BUT NOT LIMITED TO, THE RELEASED PARTIES EXCEPT AS
SPECIFICALLY SET FORTH HEREIN.
24.
THIS LETTER SHALL BE GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE PRINCIPLES
GOVERNING CONFLICTS OF LAW.
25.
IF ANY TERM OR PROVISION OF THIS LETTER IS
HELD TO BE INVALID OR UNENFORCEABLE, THE REMAINING PORTIONS OF THIS LETTER WILL
CONTINUE TO BE VALID AND WILL BE PERFORMED, CONSTRUED AND ENFORCED TO THE
FULLEST EXTENT PERMITTED BY LAW, AND THE INVALID OR UNENFORCEABLE TERM WILL BE
DEEMED AMENDED AND LIMITED IN ACCORDANCE WITH THE INTENT OF THE PARTIES, AS
DETERMINED FROM THE FACE OF THE LETTER, TO THE EXTENT NECESSARY TO PERMIT THE
MAXIMUM OF ENFORCEABILITY OR VALIDATION OF THE TERM OR PROVISION.
26.
THIS LETTER MAY ONLY BE CHANGED OR MODIFIED,
AND ANY PROVISION HEREOF MAY ONLY BE WAIVED IN WRITING SIGNED BY YOU AND AN
OFFICER OR DIRECTOR OF GEM.
27.
THIS LETTER CONSTITUTES AND CONTAINS THE
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN YOU AND THE COMPANY AND SUPERSEDES
AND REPLACES ALL PRIOR NEGOTIATIONS AND AGREEMENTS PROPOSED OR OTHERWISE,
WHETHER WRITTEN OR ORAL, BETWEEN YOU AND THE COMPANY.
Mark, thank you for the service and dedication you provided to GEM.
We wish you
all the best in your future endeavours.
Sincerely,
/s/ John E. Baker
John E. Baker
CEO, GEM Solutions Inc.
BY SIGNING THIS LETTER, YOU STATE THAT:
A.
YOU HAVE CAREFULLY READ IT.
B.
YOU FULLY UNDERSTAND IT AND KNOW THAT YOU
ARE GIVING UP IMPORTANT RIGHTS AS MORE PARTICULARLY DESCRIBED IN THE LETTER AND
THE RELEASES CONTAINED HEREIN, AND PURSUANT TO ANY OTHER AGREEMENTS OR CONTRACTS
YOU MAY HAVE WITH THE COMPANY.
C.
YOU AGREE WITH EVERYTHING IN IT.
6
D.
YOU HAVE BEEN ADVISED OF YOUR RIGHT TO
CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT.
E.
YOU HAVE BEEN GIVEN WHAT YOU CONSIDER TO
BE A SUFFICIENT PERIOD OF TIME TO REVIEW AND CONSIDER THIS LETTER AND THE
RELEASES CONTAINED HEREIN BEFORE SIGNING IT, AND YOU UNDERSTAND THAT FOR A
PERIOD OF SEVEN (7) DAYS AFTER SIGNING IT, YOU MAY REVOKE YOUR ACCEPTANCE OF IT
IN THE MANNER PROVIDED IN THIS LETTER.
F.
YOU HAVE SIGNED THIS LETTER KNOWINGLY
AND VOLUNTARILY.
G.
YOU AGREE THAT THE PROVISIONS OF THIS
LETTER MAY NOT BE AMENDED, WAIVED, CHANGED, OR MODIFIED EXCEPT BY AN INSTRUMENT
IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF GEM.
PLEASE READ CAREFULLY BEFORE SIGNING.
THIS LETTER INCLUDES A RELEASE OF ALL
KNOWN AND UNKNOWN, FORESEEN AND UNFORESEEN, AND SUSPECTED AND UNSUSPECTED
CLAIMS.
AGREED TO AND ACCEPTED BY:
/s/ Mark Sampson
Mark Sampson
March 1, 2007
Dated
7
EXHIBIT A
ENDORSEMENT
I, Mark Sampson, hereby acknowledge that I have been advised that