Mediated Settlement Agreement: Definition, Example
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What is a Mediated Settlement Agreement?
A mediated settlement agreement, or an MSA as it's sometimes referred to, is an agreement reached by two or more parties through the process of mediation. Sometimes the mediation takes place between a couple who is divorcing, and sometimes it can take place between companies or business partners.
Mediation is the process where a neutral third party helps the parties involved negotiate through their claims. The mediated settlement agreement comes at the end of that process when all parties have reached a satisfactory arrangement with the help of the mediator.
Mediated Settlement Agreement Sample
Exhibit 10.1
| IN THE CIRCUIT COURT FOR THE FIFTEENTH | ||
| JUDICIAL CIRCUIT, IN AND FOR PALM BEACH | ||
| COUNTY, FLORIDA | ||
| CASE NO: 502003CA008741XX0C AA | ||
SUMMIT BROKERAGE SERVICES, INC.,
Plaintiff,
vs.
RICHARD PARKER,
Defendant.
/
MEDIATION SETTLEMENT AGREEMENT
The parties and their counsel, having met with W. Jay Hunston, Jr., Certified Circuit Court Civil Mediator, for mediation in the above-styled action on December 12, 2007, and having resolved all disputes between them, agree as follows:
1. The undersigned parties agree to the terms and conditions of this Mediation Settlement Agreement (“Agreement”), in full settlement of any and all claims which have been or could have been asserted in this action. Agreement to and entry into this Agreement shall not be deemed an admission of any fact, issue or liability in this case.
2. Defendant, RICHARD PARKER (“Defendant”), shall transfer, release and assign all right, title or interest he has or may claim to stock or stock options or any other debt or equity interest in Plaintiff SUMMIT BROKERAGE SERVICES, INC. (“Plaintiff”), as evidenced in Plaintiff’s Statement of Security Ownership of Certain Beneficial Owners, as of August 1, 2007, consisting of 3,421,927 shares (“Defendant’s Stock”), being all of Defendant’s interest in Plaintiff, whether directly or beneficially owned, in exchange for payment by Plaintiff to Defendant of the sum of $675,000.00 (“Settlement Sum”).
3. Payment of the Settlement Sum shall be made on or before December 31, 2007, and shall be by cash or cash equivalent, received into the trust account of Defendants undersigned attorney’s law firm, time being of the essence hereof.
4. Simultaneous with payment of the Settlement Sum in full (the “Settlement Date”), the parties shall execute and exchange mutual general releases, each of the other, excepting
only the terms and conditions of this Agreement, and shall cause to be filed their Joint Motion for Dismissal, with Prejudice, of this action, with the Court retaining jurisdiction to enforce the terms and conditions of this Agreement. Additionally, on the Settlement Date, Plaintiff shall deliver to Defendant, c/o his undersigned attorney, Plaintiff’s letter, on Plaintiff’s letterhead, stating exactly the following language:
“To Whom It May Concern:
The purpose of this letter is to clarify the terms of the disassociation of Richard Parker from Summit Brokerage Services, Inc. (SBS). On August 5, 2003 Mr. Parker tendered his resignation from SBS. On August 13, 2003, the board of directors of SBS voted to terminate Mr. Parker. SBS does acknowledge the resignation of Mr. Parker as of August 5, 2003. SBS and Mr. Parker have now resolved all disputes between them.”
4. On the Settlement Date, Plaintiff shall cause to be filed its Registration Comment to the U-5 previously filed by it concerning Defendant’s termination of employment with the Plaintiff, stating exactly as follows:
“Prior to being terminated “for cause”, Mr. Parker submitted a letter of resignation as CEO of Summit Brokerage Services, Inc. (SBS). SBS has subsequently released Mr. Parker from liability and settled its claims against him.”
5. Simultaneous with payment of the Settlement Sum in full, Defendant shall execute and deliver any documents necessary to effectuate the transfer of Defendant’s Stock to Plaintiff.
6. The parties mutually agree that neither of them shall solicit financial advisors or employees of the other for a period of two years from the date of this Agreement.
7. Each party shall bear its own attorneys’ fees and costs of this action.
8. Except as required by applicable regulatory agencies, this Agreement shall be confidential as between the parties and their respective tax advisors and attorneys, and shall not be filed with the Court in the above-styled action, except for enforcement purposes or pursuant to Court Order. Provided, however, that Defendant may use the letter delivered to him pursuant to the provisions of paragraph 3 above, to explain the circumstances surrounding his departure from Plaintiff.
9. This Mediation Settlement Agreement may be executed by facsimile signatures and in multiple counterparts, each of which shall be deemed an original.
10. This Agreement is subject to the approval of the board of directors of Plaintiff, on or before 5:00 p.m., December 13, 2007. If a written letter of rejection of this Agreement is not delivered to Defendant’s undersigned attorney by facsimile transmission on or before 5:00 p.m., December 13, 2007, then this Agreement shall be binding on the parties.
11. This Agreement is subject to approval by applicable regulatory agencies, if required by those agencies.
12. The parties shall execute and exchange such other and further documents as may be reasonably necessary to effectuate the terms and conditions of this Mediation Settlement Agreement.
13. The Court shall retain jurisdiction to enforce the terms and conditions of this Mediation Settlement Agreement.
DATED: December 12, 2007.
| SUMMIT BROKERAGE SERVICES, INC. | /s/ RICHARD PARKER | |||||
| RICHARD PARKER | ||||||
| By: | /s/ Marshall T. Leeds |
|||||
| /s/ John D. Boykin |
/s/ J. Jeffrey Deery | |||||
| John D. Boykin, Esq. | J. Jeffrey Deery, Esq. | |||||
| Atty. For Plaintiff | Atty. for Defendant | |||||
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of August 1, 2007 with respect to the beneficial ownership of common stock by: (i) each executive officer named in the Summary Compensation Table, set forth below; (ii) each director; (iii) each shareholder known by us to be the beneficial owner of more than 5% of the Company’s common stock; and (iv) all executive officers and directors as a group.
| Name of Beneficial Owner(1) |
No. of Shares(2) |
Percentage(2) | ||||
| Marshall T. Leeds |
12,050,000 | (3) | 35.6 | % | ||
| Richard Parker(4) |
3,421,927 | (4) | 11.9 | % | ||
| Steven C. Jacobs |
1,313,000 | (5) | 4.5 | % | ||
| Sanford B. Cohen |
230,000 | (6) | * | |||
| Paul D. DeStefanis |
390,000 | (7) | 1.4 | % | ||
| William L. Harvey |
215,000 | (8) | * | |||
| Antares Capital Fund III Limited Partnership(9) |
4,000,000 | 14.2 | % | |||
| The Equity Group Inc. Profit Sharing Plan & Trust(10) |
1,600,000 | (10) | 5.7 | % | ||
| All executive officers and directors as a group (5 persons) |
14,198,000 | (11) | 39.7 | % |
| * | Represents less than 1% of the issued and outstanding shares of common stock of the Company. |
| (1) |
Unless otherwise noted, the address of each person or entity listed is 980 North Federal Highway, Suite 310, Boca Raton, Florida 33432. |
| (2) |
Based on 28,210,075 shares outstanding on August 1, 2007, and those additional shares deemed to be outstanding as to a particular person in accordance with applicable law and/or regulations. Shares of common stock issuable upon exercise or conversion of outstanding options, warrants or convertible securities that are exercisable or convertible within 60 days of August 1, 2007, are deemed beneficially owned by a particular person, and are deemed outstanding for computing the percentage of the person holding such options, warrants or convertible securities, but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. |
| (3) |
Includes: (a) 6,400,000 shares of common stock; and (b) 5,650,000 shares of common stock issuable upon exercise of outstanding options. Does not include 1,480,504 shares of common stock issuable upon exercise of outstanding options which are not exercisable within 60 days of August 1, 2007. |
| (4) |
Includes: (i) 2,352,992 shares of common stock; (ii) 466,935 shares of common stock owned jointly with his spouse; (iii) 22,000 shares owned by his spouse; (iv) 500,000 shares of common stock issuable upon exercise of outstanding stock options; and (v) 80,000 shares of common stock he and/or his spouse control as trustees of two foundations and a trust. Mr. Parker’s address is 417 Magnolia Avenue, Melbourne Beach, Florida 32951. |
| (5) |
Includes 80,000 shares of common stock; 793,000 shares of common stock issuable upon exercise of outstanding stock options; and 440,000 shares of common stock issuable upon exercise of outstanding warrants. Does not include 577,500 shares of common stock issuable upon exercise of outstanding options which are not exercisable within 60 days of August 1, 2007. |
| (6) |
Includes 230,000 shares of common stock issuable upon exercise of outstanding stock options. |
| (7) |
Includes 200,000 shares of common stock and 190,000 shares of common stock issuable upon exercise of outstanding stock options. |
| (8) |
Includes 215,000 shares of common stock issuable upon exercise of outstanding stock options. |
| (9) |
Address: 9999 N.E. 2nd Avenue, Suite 306, Miami Lakes, Florida 33138. Antares is a Delaware limited partnership whose general partner is Antares Capital Partners III, L.L.C. (“ACP”), a Florida limited liability company. As the general partner, ACP has sole voting authority over Antares’ investments. The managing partners of ACP are Jonathan I. Kislak and Randall Poliner. |
Reference:
Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm MEDIATION SETTLEMENT AGREEMENT, Viewed October 13, 2021, View Source on SEC.
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Paul S.
I focus my practice on startups and small to mid-size businesses, because they have unique needs that mid-size and large law firms aren't well-equipped to service. In addition to practicing law, I have started and run other businesses, and have an MBA in marketing from Indiana University. I combine my business experience with my legal expertise, to provide practical advice to my clients. I am licensed in Ohio and California, and I leverage the latest in technology to provide top quality legal services to a nationwide client-base. This enables me to serve my clients in a cost-effective manner that doesn't skimp on personal service.
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Leonid G.
I have been practicing law since 2018. I used to be a litigator at a nationwide practice before going in-house at a fintech company. I have experience drafting NDAs, SaaS contracts, service agreements, and stock purchase agreements.
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Garrett M.
Attorney Garrett Mayleben's practice is focused on representing small businesses and the working people that make them profitable. He represents companies in structuring and negotiating merger, acquisition, and real estate transactions; guides emerging companies through the startup phase; and consults with business owners on corporate governance matters. Garrett also practices in employment law, copyright and trademark law, and civil litigation. Though industry agnostic, Garrett has particular experience representing medical, dental, veterinary, and chiropractic practices in various business transactions, transitions, and the structuring of related management service organizations (MSOs).
"Though I found a few small mistakes that made me think he rushed a bit, he revised the agreement to be more in my favor. His expertise was well worth it."
Max K.
I am a business attorney and former in-house corporate attorney with more than a decade of experience helping companies navigate contracts, commercial relationships, day-to-day operations, and disputes. My practice includes drafting, reviewing, and negotiating commercial agreements, licenses, leases, vendor and service agreements, and other business arrangements. Licensed in Nevada, California, New York, and Texas, I also hold an Executive MBA. My goal is to serve as practical, long-term outside counsel to small businesses and entrepreneurs that value responsiveness, sound judgment, and advice grounded in commercial realities - not merely technical legal answers. I handle disputes when necessary, but much of the value I bring lies in identifying issues early, preserving business relationships, and preventing avoidable conflicts. I do not bill separately for routine phone calls. I want clients to feel comfortable calling before a small concern becomes an expensive problem, and I am always happy to have an initial conversation to see if the fit is right for you. www.linkedin.com/in/maxkelner
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Karen S.
I'm an attorney available to help individuals and small businesses in Georgia with initial business set-up, required filings, tax strategies, etc. I'm also available to draft, review, and negotiate contracts of many types, both personal and professional. I can draft and file real estate quit claims as well. My legal and business experience and expertise includes small business startups, information technology, technology innovation, real estate transactions, taxes, intellectual property, electrical engineering, the business of video game development, business requirements definition, technology consulting, technology companies, liability waivers and reduction strategies, and the electric utility industry. I work part-time for a local law firm and part-time in my solo practice. I'm also an adjunct professor teaching business law. In addition, I'm part owner, legal counsel to, and a board member of a virtual reality video game development company. I am a member of the Georgia Bar Association. Please reach out if you need attorney, documentation or consulting help in any of those areas!
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Christina J.
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I am a Texas Board Certified specialist in Labor and Employment Law (since 2002) with nearly three decades of experience across private practice, Big Law, in-house counsel, and national civil rights litigation. I currently own and manage Jump Start Legal Justice Center, where I lead nationwide litigation for nonprofit domestic entities, defending free speech and constitutional rights, litigating Title VI and Title VII claims for professors, and representing individuals in No Fly list and watchlist challenges. For nearly a decade, I served as Civil Litigation Department Head at the Constitutional Law Center for Muslims in America (now MLFA), managing a nationwide team of up to 12 attorneys, paralegals, and interns. My docket included religious freedom and religious discrimination cases for Muslim, Jewish, and Native American clients; birthright citizenship challenges; and inmate rights litigation for meal and prayer accommodations. My employment law background includes senior roles at Littler Mendelson, Jackson Walker, Akin Gump, and Jackson Lewis, as well as serving as the Texas state expert for Thomson Reuters Practical Law. I have counseled corporations on wage/hour compliance, non-compete agreements, FMLA, discrimination, retaliation, and workplace investigations. I have first-chaired federal court jury trials and handled appeals across the Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth, Eleventh, and D.C. Circuits. I also hold a Mediation Certification from the University of Houston and have served as an Associate Hearing Officer for the City of Dallas. I am a multiple-year Texas Super Lawyer (through 2026), Fellow of the Texas Bar College, and Fellow of the American Bar Association. I draft and review employment agreements, severance agreements, non-compete agreements, employee handbooks, independent contractor agreements, and settlement agreements. I also advise on nonprofit compliance, religious accommodations, and constitutional claims. Bar admissions: Texas (1996), U.S. Supreme Court, multiple Circuit Courts of Appeal, and federal district courts in Texas, Arkansas, Colorado, and Illinois (General Bar and Trial Bar).
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Talin M.
Dual-licensed attorney with expertise in several fields of law. I can help clients from nearly any jurisdiction. Serving both individuals and organizations of all sizes.
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Reply From Adam J.
Thank you! I'm really glad I could be of assistance - and help bring this to a successful resolution for you!
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