Exhibit 10.1
Change of Control and Severance Agreement
Xxxxxxxx & Company (hereinafter referred to as "Xxxxxxxx" or "Company") and
Xxxxxx X. Xxxxxxxx (hereinafter referred to as "you" or "your"), for good and
valuable consideration, hereby agree as follows:
In the event your employment with Xxxxxxxx is terminated by Xxxxxxxx upon the
event of the Company being bought or sold such that there is a material change
in control, the Company agrees that:
A. You will be provided severance compensation equal to eighteen (18)
months of your then current base salary; and,
B. All stock options granted to you by the Company will be deemed vested
and may be exercised within ninety (90) days following the date of
termination.
A "material change in control" shall mean the acquisition of the Company by a
third party of greater than fifty (50) percent of the Class B shares of the
Company.
In the event your employment with Xxxxxxxx is terminated by Xxxxxxxx in your
first year of employment with Xxxxxxxx for reasons other than cause, as cause
may be determined by the Board of Directors of the Company, the Company agrees
that:
A. You will be provided severance compensation equal to six (6) months of
your then current base salary.
This agreement is contingent upon and subject to achieving mutually acceptable
terms with the Company on matters pertaining to:
- confidentiality of information;
- return of all Xxxxxxxx property, documents, or instruments;
- no admission of liability on the part of the Xxxxxxxx;
- general release of any claims;
- non-solicitation of employees and customers;
- cooperation;
- non-disparagement; and
- other reasonable terms and conditions that are customarily in severance
agreements.
Nothing herein shall change or alter your status of employment as being
"at-will".
AGREED, February 1, 2005,
/s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, President and Chief Executive Officer
/s/ Xxxxxxx X. Beach Xxxxxxxx & Company
