EXHIBIT 99.01
EXECUTION COPY
Separation Agreement and General Release of Claims
This Agreement, entered into as of April 9, 2003, by and between Xxxxx X.
Xxxxxxx (hereinafter, the "Director"), and Del Global Technologies Corp., a New
York corporation (hereinafter, the "Company").
W I T N E S S E T H
WHEREAS, the Director has served as a director of the Company since 1985;
WHEREAS, the Company pays the Director $25,000 per year for serving as a
director of the Company (the "Director Fees");
WHEREAS, as of the date hereof, the Company has granted to the Director
those non-qualified stock options, at such respective per share exercise prices,
set forth on Schedule A (the "Xxxxxxx Options");
WHEREAS, the Company and the Director entered into an Indemnification
Agreement on January 30, 2003 (the "Indemnification Agreement");
WHEREAS, the Director intends to retire from the Board of Directors of the
Company immediately upon his and the Company's execution of this Agreement,
following approval of the Agreement by the Board of Directors at a Special Board
Meeting to occur on April 9, 2003; and
WHEREAS, it is the desire of the Company and the Director to enter into
this Agreement to acknowledge and accept the retirement of the Director from his
position as a director of the Company and to resolve all matters arising out of
or related to the Director's position with the Company and the termination
thereof.
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises contained herein, the parties agree as follows:
1. Departure from the Company. The Director's relationship with the Company
shall terminate immediately upon his and the Company's execution of this
Agreement, following approval of the Agreement by the Board of Directors at a
Special Board Meeting to occur on April 9, 2003 (the "Separation Date"). As of
such date, the Director will relinquish all titles and authorities to which he
has been designated by the Company. The Director shall immediately return any
Company property in his possession.
2. Directors Fees. The Company generally pays Director Fees in arrears. The
Company has paid the Director his Director Fees through March 31, 2003. In
addition, the Company agrees to pay a pro-rated portion of the Director fees
from March 31, 2003 through the Separation Date.
3. Stock Options. On the date hereof, the Compensation Committee shall have
determined that for Section 2(c), or Section 2, as the case may be, of each of
the agreements granting the Xxxxxxx Options (the "Xxxxxxx Option Agreements"),
shall be hereby modified and amended to provide that 100% of the Xxxxxxx Options
be fully exercisable and vested as of the date hereof, and this Agreement, upon
execution by the Company shall constitute and evidence such modifications and
amendments. All of the other terms and conditions of the Xxxxxxx Option
Agreements shall remain in full force and effect. Accordingly, the Director
shall have the right to exercise any or all of the Xxxxxxx Options granted by
the Company and listed on Schedule A hereto any time within their respective
terms and with respect to the 1986 Grant (as defined in Schedule A), such option
shall be exercisable within its respective term or within five (5) years,
whichever is longer. The Company hereby agrees and warrants that the
Compensation Committee has the authority to amend and modify the Xxxxxxx Option
Agreements as set forth in this Paragraph 3 and that these amendments and
modifications have been approved by the Compensation Committee and Board of
Directors.
4. Publicity. Upon the Director's retirement from the Board of Directors of
the Company, the Company will file a Current Report on Form 8-K and/or a press
release announcing the terms of such retirement. Except as set forth in the
immediately preceding sentence, neither the Director nor the Company shall issue
any press release or make any public announcement or disclosure relating to the
subject matter of this Agreement without the prior written consent of the other
parties, which shall not be unreasonably withheld or delayed; provided, however,
that any party may make any public disclosure it or he believes in good faith is
required by applicable law or any listing or trading agreement concerning its
publicly traded securities (in which case the disclosing party will use its
reasonable efforts to advise and obtain the consent of the other party prior to
making the disclosure) and provided further, that if (a) any such public
disclosure is made the other parties may make, or (b) a party is involved in any
proceeding it may make, such public disclosure (in the form of press releases,
announcements, filings in such proceeding or otherwise) as it or he deems
appropriate under the circumstances.
5. Mutual Releases, Etc.
(a) By Director: In consideration of the payments and any other benefits
provided by the Company herein, the Director for himself, his successors and
assigns, hereby release and discharge the Company and all agents, attorneys,
employees, directors, officers of the Company and all of their predecessors and
successors, from any and all claims, causes of action and demands of any kind
related to the Director's relationship with the Company, or termination of such
relationship, whether known or unknown, which the Director has, ever had, or
ever in the future may have and which are based on acts or omissions occurring
up to and including the date hereof. Included within the release set forth in
the preceding sentence, without limiting its scope, are claims arising under
Title VII of the Civil Rights Act of l964, as amended and the Age Discrimination
in Employment Act of 1967, as amended (the "ADEA"), as well as any other
federal, state or local civil rights or labor laws, and/or contract or tort
laws, and which are related to the Director's relationship with the Company or
the termination of such relationship. This release does not waive claims that
may arise after the date of this Agreement is executed and which are based on
acts or omissions occurring after the date this Agreement is executed. The
Director further covenants that he will not seek recovery in any legal
proceeding against the Company for any claim covered by the above release and
that he will be liable for any costs and expenses incurred by the Company
(including attorneys' fees) in defending any such legal proceeding. This release
shall not affect the obligations of the Company set forth in this Agreement or
the Indemnification Agreement.
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(b) By Company: In consideration of any benefits provided by the
Director and herein, the Company and all agents, attorneys, employees,
directors, officers of the Company and all of their predecessors, successors and
assigns hereby release and discharge, from any and all claims, causes of action
and demands of any kind related to the Director's relationship with the Company,
or the termination of such relationship, whether known or unknown, which the
Company has, ever had, or ever in the future may have and which are based on
acts or omissions occurring up to and including the date hereof. This release
does not waive claims that may arise after the date this Agreement is executed
and which are based on acts or omissions occurring after the date this Agreement
is executed. The Company further covenants that it will not seek recovery in any
legal proceeding against the Director for any claim covered by the above release
and that it will be liable for any costs and expenses incurred by the Director
(including attorneys' fees) in defending any such legal proceeding. This release
shall not affect the obligations of the Director set forth in this Agreement or
the Indemnification Agreement.
6. Amendment. No amendments or modifications of this Agreement or any of
its provisions shall be binding unless made in writing and signed by the Company
and the Director.
7. Descriptive Headings. The headings in this Agreement are for convenience
of reference only and shall not be considered as part of this Agreement nor
limit or otherwise affect the meaning thereof.
8. Entire Agreement. This Agreement constitutes the entire understanding of
the parties thereto relating to the termination of the Director's relationship
with the Company and supersedes all previous agreements, promises, proposals,
representations, understandings and negotiations whether written or oral, by and
between the Company and the Director concerning the termination of the
Director's relationship with the Company.
9. Notices. All notices, requests, demands and other communications
hereunder must be in writing and shall be deemed to have been duly given if
personally delivered against written receipt or if mailed by prepaid first
class, registered or certified mail, return receipt requested, and addressed as
follows:
(a) If to the Company:
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Chief Executive Officer
(b) If to the Director:
Xxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Any party, by notice to the other, may change the name and address to which
notices, requests, demands and other communication shall be delivered or mailed.
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10. Severability. In the event any one or more of the provisions of this
Agreement (or any part hereof) shall for any reason be held to be invalid,
illegal or unenforceable, the remaining provisions of this Agreement (or part
hereof) shall be unimpaired, and the invalid, illegal or unenforceable provision
(or part hereof) shall be replaced by a provision (or a part thereof), which,
being valid, legal and enforceable, comes closest to the intention of the
parties underlying the invalid, illegal or unenforceable provisions. However, in
the event that any such provision of this Agreement (or part thereof ) is
adjudged by a court of competent jurisdiction to be invalid, illegal or
unenforceable, but that the other provisions (or part thereof) are adjudged to
be valid, legal and enforceable if such invalid, illegal or unenforceable
provision (or part thereof) were deleted or modified, then this Agreement shall
apply with only such deletions or modifications, or both, as the case may be, as
are necessary to permit the remaining separate provisions (or part thereof) to
be valid, legal or enforceable.
11. Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall be deemed to constitute one and the same
instrument.
12. Applicable Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
13. Other Matters. No dispute of any nature regarding the compliance by a
party with any term of this Agreement shall permit the other party to refuse to
comply or delay in complying with any other term of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title Chief Executive Officer and
President
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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Schedule A
.. Non-qualified stock option to purchase up to 40,000 shares of common stock
of the Company, at an exercise price of $1.00 per share, pursuant to that
certain Stock Option Agreement, dated April 23, 2001, between the Company
and the Director, upon such vesting terms and further conditions set forth
therein;
.. Non-qualified stock option to purchase up to 5,000 shares of common stock
of the Company, at an exercise price of $9.125 per share, pursuant to that
certain Stock Option Agreement, dated July 31, 2000, between the Company
and the Director, upon such vesting terms and further conditions set forth
therein;
.. Non-qualified stock option to purchase up to 2,500 shares of common stock
of the Company, at an exercise price of $7.50 per share, pursuant to that
certain Stock Option Agreement, dated October 22, 1999, between the Company
and the Director, upon such vesting terms and further conditions set forth
therein;
.. Non-qualified stock option to purchase up to 2,500 shares of common stock
of the Company, at an exercise price of $7.00 per share, pursuant to that
certain Stock Option Agreement, dated October 9, 1998, between the Company
and the Director, upon such vesting terms and further conditions set forth
therein; and
.. Non-qualified stock option to purchase up to 2,700 shares of common stock
of the Company, at an exercise price of $1.36 per share, pursuant to that
certain Stock Option Agreement, dated April 28, 1986, between the Company
and the Director, upon such vesting terms and further conditions set forth
therein (the "1986 Grant").
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