EXHIBIT 10.14
SEPARATION AGREEMENT
This Agreement, with an effective date of January 7, 1999 by and between PC
Connection, Inc., a Delaware corporation with offices at 000 Xxxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxxxxxxx 00000 ("PC Connection") and R. Xxxxx Xxxxxx, residing
at 00 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000 ("Xxxxxx" or "you").
WHEREAS, Xxxxxx has been employed by PC Connection since March, 1996 as Vice
President of Fulfillment Operations; and
WHEREAS, Xxxxxx and PC Connection mutually desire to terminate the current
employment relationship; and
WHEREAS, Xxxxxx and PC Connection desire to set forth severance and other terms;
NOW, THEREFORE, the parties hereby agree as follows:
1. SEVERANCE BENEFITS. The following are in lieu of any severance benefits
that you would otherwise be entitled to under any other agreement, letter,
policy, or verbal communication, including the letter agreement dated March 4,
1997.
(a) PC Connection will pay you severance at your base rate of $175,000 per
annum through January 6, 2000. In addition, PC Connection will (i) continue to
provide you with life insurance and medical and health benefits through December
31, 1999, (ii) pay you the bonus under your 1998 plan, the net amount of which
is $29,075, and (iii) pay you for accrued but unused vacation for 1998 and 1999,
the amount of which is $13,461.54. You will not be eligible for any additional
bonuses or payments.
(b) PC Connection represents that you are currently vested in 19,665 stock
options under your Incentive Stock Option Agreement ("Option Agreement") with an
exercise price of $5.72 per share. As provided in your Option Agreement, you
shall have 30 days in which to exercise the vested stock options.
(c) PC Connection represents that you are currently not vested in 24,164
additional stock options under the Option Agreement and these non-vested options
will terminate.
2. COOPERATION.
(a) During the period of your pay continuation period, as provided above,
you agree to provide reasonable cooperation to PC Connection, at its request,
for the purpose of completing projects on which you have worked. You agree not
to contact employees of PC Connection unless specifically requested by Xxxxx
Xxxxxx, President.
(b) You agree that you will not at any time through January 6, 2001, make
any statements that are derogatory of PC Connection or its affiliates, their
owners, management, business, or products, or take any actions or omit to take
any actions that will harm the reputation of the same, and you will not during
that time make any statements to the media
regarding PC Connection or your separation. PC Connection will prepare a
statement regarding your separation that is acceptable to you and said statement
will be the only communication or explanation either you or PC Connection will
use regarding your separation. A draft of such a statement for your approval is
attached hereto.
3. RETURN OF COMPANY PROPERTY. You acknowledge that you have returned all
keys, ID badges, credit cards, cellular phones, computers, diskettes, and other
data storage and retrieval devices, software and other materials and documents
belonging to PC Connection or any affiliate. You also acknowledge that you have
not retained any copies of any such materials.
4. RIGHTS IN WORK PRODUCT. You confirm that you have disclosed to PC
Connection all ideas and inventions and intellectual property (collectively,
"Inventions") that arose from work performed by you for, on behalf of, at the
expense of, or on the premises of PC Connection or any other affiliate.
Inventions include, without limitation, any ideas for improvements or
alternatives to PC Connection's operations and technology. You understand that
under the terms of your agreements with PC Connection, PC Connection owns all
rights in the Inventions and you agree to cooperate with PC Connection in
executing any necessary applications, assignments or similar forms respecting
the Inventions.
5. CONTINUING EFFECT AND EXTENSION OF COVENANT. You confirm that you remain
bound under the terms of the Covenant executed by you on March 11, 1997 and
agree further, in consideration of the extended severance payments set forth
above, that the period of no competition with PC Connection is extended through
January 6, 2001. You agree to keep the terms of this Agreement confidential,
except as required by law, provided that you may disclose the terms of this
Agreement to your immediate family, attorneys and tax advisors who agree to keep
the terms of this Agreement confidential.
6. OUTPLACEMENT SERVICES. PC Connection will pay Xxx Xxxxx Xxxxxxxx for 3
months of outplacement services on your behalf. If you have not secured
employment at the end of this period, then PC Connection may, in its sole
discretion, pay Xxx Xxxxx Xxxxxxxx for an additional 3 months of outplacement
services on your behalf.
7. COMPLETE AGREEMENT; RELEASE, ADEA WAIVER.
(a) This Agreement together with the Covenant and the Option Agreement
constitute the parties' entire agreement with respect to its subject matter and
supersedes all prior negotiations, discussions, and agreements with respect to
the same subject matter.
(b) You agree to accept this Agreement as a full and complete accord and
satisfaction of all amounts, options, and other obligations owing to you by PC
Connection or its affiliates or owners. Except for the obligations arising
under this Agreement, you hereby release
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PC Connection from any and all liabilities, obligations, debts, demands,
actions, torts, breaches, causes of action, suits, accounts, covenants,
agreements, contingencies, promises, understandings, damages, expenses,
compensation, or claims that you now have, may have or ever had, whether in law
or in equity, or whether known or unknown, during all relevant time periods,
including any claims under the Age Discrimination in Employment Act (ADEA) and
the Older Workers Benefit Protection Act (OWBPA).
(c) You have been advised to seek legal counsel of your choice before
entering into this Agreement, and have been further advised that you may take up
to 21 days to do so. You acknowledge that you were so advised and that this
Agreement was presented to you on January 7, 1999.
(d) You may revoke this Agreement in writing within seven (7) days of its
execution, and this Agreement shall only become effective if you have not
revoked this Agreement and the seven day period has expired.
Agreed:
PC Connection, Inc.
by: /s/ XXXXX XXXXXX /s/ R. XXXXX XXXXXX
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Xxxxx Xxxxxx, President R. Xxxxx Xxxxxx
February 15, 1999 February 15, 1999
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Date Date
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