Exhibit 10
DAVOX CORPORATION
TRANSITION AND RETENTION AGREEMENT
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AGREEMENT made and entered into between DAVOX Corporation ("DAVOX" or the
"Company"), a Delaware corporation with a usual place of business at 0
Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, XX 00000, and Xxxxxxxx X. Xxxxxxxx ("Xx.
Xxxxxxxx").
WHEREAS, Xx. Xxxxxxxx and the Board of Directors of the Company have mutually
agreed to begin a search to hire Xx. Xxxxxxxx'x successor as President and Chief
Executive Officer;
WHEREAS, the operations of the Company will require Xx. Xxxxxxxx'x continued
direction and leadership until a successor is hired and during a subsequent
transition period; and
WHEREAS, the Board of Directors desires to provide an incentive for Xx. Xxxxxxxx
to remain with the Company until his successor has been hired and to assist in
the transition of his responsibilities;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
terms, provisions and conditions set forth in this Transition and Retention
Agreement (the "Agreement"), the Company and Xx. Xxxxxxxx agree as follows:
1. Effective Date: This Agreement will become effective as
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of the successor's first day of employment as President and Chief
Executive Officer ("CEO") of the Company (the "Effective Date").
No later than twenty-four (24) hours from the Effective Date, Xx.
Xxxxxxxx will submit his resignation to the Board of Directors
from his position as President and CEO of the Company, as well as
from any other officerships (except Xx. Xxxxxxxx'x Chairmanship)
that Xx. Xxxxxxxx may hold with the Company or any of its
affiliates, to be effective immediately. Xx. Xxxxxxxx agrees to
sign all necessary documentation and to take any and all other
necessary measures to effectuate his resignation.
2. Term: The term of this Agreement shall be for a period of two (2)
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years from the Effective Date (the "Term") unless the Agreement
is extended in writing by the mutual agreement of the parties no
later than thirty (30) days prior to the two-year anniversary of
the Effective Date.
3. Cancellation of Prior Severance Agreement: On the Effective Date,
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that certain severance agreement between Xx. Xxxxxxxx and the
Company, signed by Xx. Xxxxxxxx on March 1, 1999, a copy of which
is attached hereto as Exhibit A, will terminate and will no
longer be of any force or effect.
4. New Role: Upon submission of his resignation, Xx. Xxxxxxxx'x
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title and role will remain Chairman of the Board of Directors and
he will become Advisor to the CEO. In this role, Xx. Xxxxxxxx
will assist with the orderly transition of his duties to his
successor and he shall serve as an advisor to the Board of
Directors and his successor. Xx. Xxxxxxxx will remain a W-2
employee of the Company during the Term, or any extension
thereof.
5. Salary and Benefits: The Company will pay Xx. Xxxxxxxx an
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annual salary of $400,000 during the first year of the Term, and
$1,000 / month in the second year. The CEO incentive compensation
plan which is in place as of the Effective Date will remain in
place and applicable to Xx. Xxxxxxxx up to and through December
31, 2000. Thereafter, for a period of one (1) year, Xx. Xxxxxxxx
will be eligible to participate in any incentive compensation
plan approved by the Board of Directors for his successor. During
the Term, or any extension thereof, and at the Company's
cost, Xx. Xxxxxxxx will remain eligible to participate in the
Corestar family medical / dental plan and the Reliastar basic and
supplemental life insurance policy, which are currently in place.
During the Term, or any extension thereof, and at the Company's
cost, Xx. Xxxxxxxx will remain eligible to participate in all of
the other benefits plans available to full-time employees. Xx.
Xxxxxxxx will continue during the Term, or any extension thereof,
to have the same benefits and rights provided under any stock
option agreements between Xx. Xxxxxxxx and the Company issued
under the 1986 and 1996 Stock Option Plans. Additionally, during
the first year of the Term, the Company will continue to pay all
of the rent payments for the apartment located at Bear Hill,
Waltham, Massachusetts. Additionally, during the second year, Xx.
Xxxxxxxx is making himself available to the Company, to provide
consulting services in any way, however, any work performed shall
be billed to the Company at an eight-hour rate of $3,500.00.
6. Consulting: During the Term, or any extension thereof, Mr.
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Lucchese may perform consulting services to, and/or sit on the
Board of Directors of, other companies and/or entities, provided
such companies and/or entities are not a direct competitor of the
Company's.
7. Termination: This Agreement cannot be terminated, for any reason,
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prior to the expiration of the Term, or any extension thereof.
8. Attorneys' Fees: In the event that Xx. Xxxxxxxx brings suit to
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enforce his rights under this Agreement and/or incurs costs
(including attorneys' fees) to defend his rights under this
Agreement, the Company will reimburse him for all such reasonable
costs and attorneys' fees.
9. Confidentiality Obligation: Xx. Xxxxxxxx agrees that the certain
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Employment Agreement between himself and the Company, dated May
24, 1994, a copy of which is attached as Exhibit B, shall remain
in full force and effect during and after the Term, or any
extension thereof, in accordance with its terms.
10. Choice of Law: This Agreement shall be governed by the laws of
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the Commonwealth of Massachusetts, excluding its conflict of laws
principles. In the event that any part of this Agreement is
invalidated or deemed unenforceable by court order or other
governmental action, the remainder of this Agreement shall remain
in full force and effect.
11. Integration Clause: The parties agree that this Agreement and any
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addenda attached hereto are the complete and exclusive statement
of the agreement between the parties, which supersedes all prior
proposals, understandings and all other agreements, oral or
written, between the parties relating to these Agreements.
AGREED AND APPROVED:
FOR DAVOX CORPORATION: FOR XXXXXXXX X. XXXXXXXX:
/s/ R. Xxxxx Xxxx /s/ Xxxxxxxx X. Xxxxxxxx
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By R. Xxxxx Xxxx - Director Xxxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx Xxxxxxx
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By Xxxxxxx Xxxxxxx - Director
/s/ Xxxxx Xxxxxx
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By Xxxxx Xxxxxx - Director
