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EXHIBIT 10.27
SEVERANCE AGREEMENT AND GENERAL RELEASE
This Agreement is between RemedyTemp, Inc. (Remedy) and Xxxx X.
Xxxxx ("Xxxxx"). Xxxxx will be employed by Remedy until his separation on June
30, 2001. Remedy and Xxxxx desire to enter into this Agreement to establish
certain terms of Xxxxx'x separation from Remedy.
1. Xxxxx hereby confirms his resignation and separation as an employee
and officer from Remedy, effective as of June 30, 2001. The Employment Agreement
dated May 2, 1999, between Xxxxx and Remedy, as amended, is hereby terminated,
except for the rights and obligations set forth in Section 5 of the Employment
Agreement which are hereby incorporated by reference as if fully set forth
herein. All payments to Xxxxx as a result of his separation from employment
shall be governed by this Agreement and not the Employment Agreement.
2. Remedy agrees to pay to Xxxxx the amount of $1,800,000 over the next
two years, less applicable taxes and withholdings, constituting two years' base
salary and maximum bonus. Such amount shall be payable semi-monthly in Remedy's
normal payroll cycles commencing with the first payroll cycle after July 17,
2001. Remedy shall also provide Xxxxx with the following benefits: i) pay
Xxxxx'x health benefits and life and disability insurance premiums then in
effect at the time of severance, for a period of three (3) years and seventeen
(17) days commencing July 1, 2001; and ii) on June 30, 2001, Remedy shall
transfer ownership from Remedy to Xxxxx of that certain 2000 Mercedes and 1996
Range Rover and the artwork located in Xxxxx'x office at Remedy, provide Xxxxx
with a lump sum of $30,000 for perquisites, and automatically vest all of Xx.
Xxxxx'x 123,872 options to purchase RemedyTemp, Inc. Class A Common Stock,
exercisable for the balance of their respective terms. All severance benefits
set forth herein in this Section 2 shall be collectively referred to as the
"Severance Payments." The Company's obligations to make the Severance Payments
shall survive the death of Xxxxx and inure to the benefit of his heirs.
3. On June 30, 2001, Remedy shall pay Xxxxx'x pay and vacation accrued
as of July 17, 2001 for a total of $20,769.25 and $9,220.68, respectively and
Xxxxx agrees that such amount and the Severance Payments shall be the only
amounts which Remedy shall pay to Xxxxx, and all other payments, wages, bonuses,
incentive compensation, claims for payments or any other forms of compensation
whatsoever are hereby waived.
4. Except for those obligations created by or arising out of this
Agreement, Xxxxx on behalf of himself, his descendants, dependents, heirs,
executors, administrators, assigns, and successors, and each of them, hereby
covenants not to xxx and fully releases and discharges Remedy, and its parent,
subsidiaries and affiliates, past and present, and each of them, as well as its
and their trustees, directors, officers, agents, attorneys, insurers, employees,
shareholders, representatives, assigns, and successors, past and
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present, and each of them, hereinafter together and collectively referred to as
"Releasees," with respect to and from any and all claims, wages, demands,
rights, liens, agreements, contracts, covenants, actions, suits, causes of
action, obligations, debts, costs, expenses, attorneys' fees, damages,
judgments, orders and liabilities of whatever kind or nature in law, equity or
otherwise, whether now known or unknown, suspected or unsuspected, and whether
or not concealed or hidden, which he now owns or holds or he has at any time
heretofore owned or held or may in the future hold as against said Releasees,
arising out of or in any way connected with his employment relationship with
Remedy, or his voluntary resignation from employment or any other transactions,
occurrences, acts or omissions or any loss, damage or injury whatever, known or
unknown, suspected or unsuspected, resulting from any act or omission by or on
the part of said Releasees, or any of them, committed or omitted prior to the
date of this Agreement including, without limiting the generality of the
foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the
Family and Medical Leave Act of 1993, the California Fair Employment and Housing
Act, the California Family Rights Act, or any claim for severance pay, bonus,
sick leave, holiday pay, vacation pay, life insurance, health or medical
insurance or any other fringe benefit, workers' compensation or disability.
5. It is the intention of Xxxxx in executing this instrument that the
same shall be effective as a bar to each and every claim, demand and cause of
action hereinabove specified. In furtherance of this intention, Xxxxx hereby
expressly waives any and all rights and benefits conferred upon him by the
provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents
that this Agreement shall be given full force and effect according to each and
all of its express terms and provisions, including those related to unknown and
unsuspected claims, demands and causes of action, if any, as well as those
relating to any other claims, demands and causes of action hereinabove
specified. SECTION 1542 provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
6. Xxxxx expressly acknowledges and agrees that, by entering into this
Agreement, he is waiving any and all rights or claims that he may have arising
under the Age Discrimination in Employment Act of 1967, as amended, which have
arisen on or before the date of execution of this Agreement. Xxxxx further
expressly acknowledges and agrees that:
(a) In return for this Agreement, he will receive consideration
beyond that which he was already entitled to receive before entering
into this Agreement;
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(b) He is hereby advised in writing by this Agreement to consult
with an attorney before signing this Agreement;
(c) He was given a copy of this Agreement on April 24, 2001, and
informed that he had 21 days within which to consider the Agreement; and
(d) He is hereby advised that he has seven (7) days after
execution to revoke the Agreement, and to that end this Agreement will
not become effective or enforceable until the expiration of such
seven-day period. Any revocation must be delivered to Remedy's legal
department.
7. Xxxxx agrees and covenants that he will not make any negative or
disparaging comments about Remedy or its affiliated entities nor will he make
any comments that are ruled by a court or arbitrator to be defamatory about
Remedy's directors, officers or employees to any person or company commencing as
of the date of this Agreement. Violation of this Section 7 or the provisions in
Section 5 of the Employment Agreement shall be a material breach of this
Agreement.
8. This instrument constitutes and contains the entire agreement and
final understanding of Xxxxx'x employment, the termination thereof, and the
other subject matters addressed herein between the parties. Any modifications to
this Agreement must be in writing and signed by Xxxxx and Remedy to be binding
on the parties. Xxxxx acknowledges that he is not relying on any statement or
representation of Remedy, its employees or agents with respect to the subject
matter, basis or effect of this Agreement.
9. The prevailing party in any litigation relating to an alleged breach
of this Agreement shall be entitled to an award of its reasonable attorneys'
fees and costs.
10. Xxxxx acknowledges that he fully understands his right to discuss
this Agreement with an attorney, that he has carefully read and fully
understands this entire Agreement and that he is voluntarily entering into this
Agreement.
11. Any breach or default of obligations hereunder shall not release the
non-breaching party of its or his duties and obligations hereunder.
Dated: May 10, 2001 XXXX X. XXXXX
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Xxxx X. Xxxxx
REMEDYTEMP, INC.
Dated: May 10, 2001 By:
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