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EXHIBIT 10.14
July 27, 2000
xxxxxxxxxx.xxx
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxx 000
Xxxxxxx, XX 00000
RE: TERMINATION OF THE EMPLOYMENT AGREEMENT BETWEEN XXXXXX X. XXXXX AND
XXXXXXXXXX.XXX
Gentlemen:
This Letter Agreement (the "Agreement"), when countersigned by you,
will confirm our agreement with respect to the termination of my employment
agreement dated January 1, 1999, (the "Employment Agreement") between
xxxxxxxxxx.xxx (the "Company") and myself and my engagement by the Company as a
consultant.
1. TERMINATION OF EMPLOYMENT AGREEMENT
The Employment Agreement is hereby terminated as of July 27,
2000, and neither the Company nor I shall have any obligations arising out of or
relating to the Employment Agreement.
2. COMPENSATION
For the six months beginning July 27, 2000, and ending on January 26,
2001, I consent and agree to provide consulting services to the Company;
provided, however, I shall not be obligated to consult for any fixed or set
hours, nor will my consulting agreement preclude me from accepting other
employment. As full and complete compensation for my agreement to provide
consulting services herein, and for any such services so provided, the Company
shall pay me $4,000 per month.
3. GENERAL RELEASE AND OTHER AGREEMENTS OF XXXXXX X. XXXXX
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In exchange for the consideration provided by the Company pursuant to
this Agreement, I enter into the following release (hereinafter the "General
Release"):
(a) Except for the rights and obligations provided by or
arising under this Agreement, I hereby release, acquit, withdraw, retract and
forever discharge any and all claims, manner of actions, causes of action, in
law or in equity, suits, judgments, debts, liens, contracts, agreements,
promises, liabilities, demands, damages, losses, costs, expenses or disputes,
known or unknown, fixed or contingent, which I now have or may have hereafter,
directly or indirectly, personally or in a representative capacity, against the
Company, and its successors, administrators, fiduciaries, parents, subsidiaries,
affiliates, officers, directors, shareholders, representatives, agents,
employees, and all persons acting through or in connection with the Company by
reason of any act, omission, matter, cause or thing whatsoever, from the
beginning of time to, and including, the date of execution of this Agreement.
This General Release includes, but is not limited to, all claims, manner of
actions, causes of action in law or in equity, suits, judgments, debts, liens,
contracts, agreements, promises, liabilities, demands, damages, losses, costs,
expenses or disputes, known or unknown, fixed or contingent, which arise under
Title VII of the Civil Rights Act of 1964, as amended; The Age Discrimination in
Employment Act; The Americans with Disabilities Act; The Employee Retirement
Income Security Act of 1974, as amended; the Georgia Equal Employment for
Persons with Disabilities Code; any other federal, state or local statute or
ordinance respecting discriminatory hiring or employment practices or civil
rights laws based on protected class status; common law claims of intentional or
negligent infliction of emotional distress, negligent hiring, breach of
contract, breach of the covenant of good faith and fair dealing, promissory
estoppel, negligence, wrongful termination of employment; and all other claims
of any type or nature, including any claim in contract or tort, and including
any claim for attorneys' fees. The parties intend that this General Release
shall discharge all claims against the released parties to the extent permitted
by law, but shall not discharge claims arising out of any events which may occur
after the date of execution of this Agreement nor shall this General Release
release or adversely affect any of my rights to indemnification pursuant to the
Company's certificate of incorporation, bylaws, separate agreements of
indemnity, and officers and directors liability insurance all of which the
Company agrees by its signature hereto that I retain in full in accordance with
the respective terms thereof. The Company acknowledges that there is presently
in force a valid and enforceable existing agreement of indemnity between the
Company and me, a copy of which shall be attached as an exhibit to this
Agreement.
(b) Except as necessary to enforce the terms of this
Agreement, I may not xxx the Company or any other released party concerning any
of the matters covered by this Agreement. In the event that I xxx the Company or
any other released party concerning any of the matters covered by this
Agreement, I agree that I will forfeit or tender back to the Company all
compensation provided to me under, or in respect of, Section 2 of this
Agreement.
(c) I warrant and represent that I have filed no charge
or complaint against the Company, nor commenced any other administrative action
against the Company in any local, state or federal agency. I further warrant and
represent that I am not presently a named plaintiff
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in any lawsuit, filed in any jurisdiction, in which the Company is a party. In
the event that any of these warranties and representations are incorrect, the
Company shall have the absolute right (but not the obligation) to terminate this
Agreement, and to demand and have immediately returned to the Company all
consideration paid by it to me pursuant to this Agreement. Further, the Company
shall be entitled to be indemnified and held harmless by me for any breach of
the warranty and representation contained in this Section, and to recover from
me all costs and expenses incurred as a result of my breach of the warranty and
representation contained in this Section, and all costs and expenses incurred in
defending any now pending legal or administrative proceeding, in which I am a
named party. Costs and expenses, for purposes of this Section, shall include,
but not be limited to, attorneys' fees and other legal costs.
(d) Nothing in this Agreement should be construed as a
release by me of, or an agreement by me not to xxx on, any charges, complaints,
claims, liabilities, obligations, promises, agreements, controversies, damages,
costs, losses, debts, or expenses arising out of any matter, cause, acts,
conduct, claims, or events which may occur after the date of execution of this
Agreement. Further, I shall not be deemed to have released any vested rights
under any stock option plan.
(e) Neither the negotiation, undertaking or signing of
this Agreement constitutes or operates as an acknowledgment or admission by the
Company, or any other released party, that any of them have violated or failed
to comply with any provision of federal or state constitutions, statutes or
laws, including but not limited to those set forth in Section 2(a) above or that
any claims under the principles of common law, including but not limited to
those set forth in Section 2(a) above, exist or may exist.
(f) I represent and agree that I have had a full and
adequate opportunity to discuss and consider any claims that I believe I may
have against the Company. Further, I represent and agree that: (i) this
Agreement is written in an understandable manner; (ii) this Agreement and the
promises made in this Agreement by me are granted in exchange for consideration
which is in addition to anything of value to which I am otherwise entitled;
(iii) the payments and other consideration provided by the Company pursuant to
this Agreement constitute adequate consideration for the affirmations, waivers,
releases, discharges and other agreements made by me in this Agreement; (iv) the
payments and other consideration provided by the Company pursuant to this
Agreement are accepted by me as full and final satisfaction for any claim
against the Company available to me under the law; (v) I have been advised to,
and have had an opportunity to consult with, an attorney prior to deciding
whether to enter into this Agreement; (vi) I have been given adequate time, and
at least twenty-one (21) days, within which to consider this Agreement prior to
executing it; and (vii) I have the power and authority to contract to bind
myself to this Agreement.
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4. GENERAL RELEASE AND OTHER AGREEMENTS OF THE COMPANY
(a) In exchange for the consideration provided by me
pursuant to this Agreement, the Company enters into the following release:
Except for the rights and obligations provided by or arising
under this Agreement, the Company hereby releases, acquits, withdraws, retracts
and forever discharges any and all claims, manner of actions, causes of action,
in law or in equity, suits, judgments, debts, liens, contracts, agreements,
promises, liabilities, demands, damages, losses, costs, expenses or disputes,
known or unknown, fixed or contingent, which it now has or may have hereafter,
directly or indirectly, personally or in a representative capacity, against me
by reason of any act, omission, matter, cause or thing whatsoever, from the
beginning of time to, and including, the date of execution of this Agreement.
This General Release includes, but is not limited to, all claims, manner of
actions, causes of action in law or in equity, suits, judgments, debts, liens,
contracts, agreements, promises, liabilities, demands, damages, losses, costs,
expenses or disputes, known or unknown, fixed or contingent, which arise under
any federal, state or local statute or ordinance; common law claims; and all
other claims of any type or nature, including any claim in contract or tort, and
including any claim for attorneys' fees. The parties intend that this release
shall discharge all claims against me to the extent permitted by law, but shall
not discharge claims arising out of any events which may occur after the date of
execution of this Agreement.
(b) Except as necessary to enforce the terms of this
Agreement, the Company may not xxx me concerning any of the matters covered by
this Agreement. In the event that the Company sues me concerning any of the
matters covered by this Agreement, the Company will forfeit or tender back to me
all consideration provided by me to it under, or in respect of, Section 2 of
this Agreement.
(c) the Company warrants and represents that it is not
presently a named plaintiff in any lawsuit, filed in any jurisdiction, in which
the I am a party. In the event that this warranty and representation is
incorrect, I shall have the absolute right (but not the obligation) to terminate
this Agreement, and to demand and have immediately returned to me all
consideration paid by me to the Company pursuant to this Agreement. Further, I
shall be entitled to be indemnified and held harmless by the Company for any
breach of the warranty and representation contained in this Section, and to
recover from the Company all costs and expenses incurred as a result of the
Company 's breach of the warranty and representation contained in this Section,
and all costs and expenses incurred in defending any now pending legal or
administrative proceeding, in which the Company is a named party. Costs and
expenses, for purposes of this Section, shall include, but not be limited to,
attorneys' fees and other legal costs.
(d) Nothing in this Agreement should be construed as a
release by the Company of, or an agreement by the Company not to xxx on, any
charges, complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, costs, losses, debts, or
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expenses arising out of any matter, cause, acts, conduct, claims, or events
which may occur after the date of execution of this Agreement.
(e) Neither the negotiation, undertaking or signing of
this Agreement constitutes or operates as an acknowledgment or admission by me
that I have violated or failed to comply with any provision of federal or state
constitutions, statutes or laws, including but not limited to those set forth in
Section 3(a) above or that any claims under the principles of common law,
including but not limited to those set forth in Section 3(a) above, exist or may
exist.
In consideration of the forgoing, the Company hereby unconditionally
releases me from all obligations under the Employment Agreements and
unconditionally waives all rights granted to the Company thereunder.
Very truly yours,
Xxxxxx X. Xxxxx
Confirmed and agreed:
xxxxxxxxxx.xxx
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By:
Its:
