Exhibit 10.22
CONSULT WITH A LAWYER BEFORE SIGNING THIS AGREEMENT. BY SIGNING THIS
AGREEMENT YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.
Severance Agreement
This Severance Agreement (the "Severance Agreement) dated July 16, 1997 between
First Priority Group, Inc., a New York corporation with offices at 00 Xxxx
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the "Company") and XXXXXXX XXXXXXXX,
an individual residing at 0 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 (the
"Employee").
W I T N E S S E T H
WHEREAS, the Company wishes to terminate the employment of the Employee;
and
WHEREAS, the Company wishes to reward the Employee for his/her service
to the Company by making a severance payment to the Employee; and
WHEREAS, the Employee wishes to accept the severance payment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Effective July 11, 1997, the Employee's employment with the Company
shall terminate (the "Termination Date"). The Employee will be paid the
Employee's normal salary through the Termination Date. While the Company has no
established policy with regard to severance and the Employee acknowledges that
the payment of any severance is at the Company's discretion, the Company will
provide the Employee with a payment of FIFTEEN THOUSAND DOLLARS ($15,000) (the
"Severance Payment")
2. The Severance Payment will be paid to the Employee, subject to normal
payroll withholdings, in two installments, the first being equal to one-half of
the Severance Payment, or Seven Thousand and Five Hundred Dollars ($7,500),
eight (8) days following the expiration of the Consideration Period after the
Employee has executed two copies of this Agreement and delivered the executed
agreements to the address appearing below, and the second payment equal to
one-half of the Severance Payment, or Seven Thousand and Five Hundred Dollars
($7,500), payable fourteen days after the first installment. This Severance
Payment will be paid irrespective of whether the Employee has accepted
employment with another company before that date. This offer of the Severance
Payment will remain open for twenty-eight (28) days following the Employee's
receipt of this Agreement for the Employee's consideration and is contingent on
the Employee executing this Agreement.
3. Effective as of the Termination Date, the Company and the Employee
mutually agree to terminate the Employment Agreement dated December 16, 1997,
with all rights and obligations of both parties terminating on the date thereof,
except for Paragraphs 11, 12, 13, 20, and 21, which shall survive the
termination of the Employment Agreement.
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4. The Employee confirms that the Severance Payment constitutes good and
valuable consideration. In consideration of the Severance Payment, the Employee
hereby releases the Company, any subsidiaries or affiliated companies, and their
respective past and present officers, directors, agents and employees ("Released
Parties") from all claims (other than claims for payments provided for under
this Agreement), causes of action or liabilities of any kind and nature
whatsoever that may have arisen up through the date of this Agreement, including
but not limited to all claims, causes of action or liabilities arising from the
Employee's employment with the Company; Worker's Compensation or disability
claims under state of local law; claims of discrimination under Title VII of the
Civil Rights Act of 1991, including the Equal Employment Opportunity Act of
1972; the Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the
Americans with Disabilities Act of 1990; the National Labor Relations Act, as
amended; the Employee Retirement Income Security Act of 1974, as amended; the
Worker Adjustment and Retraining Notification Act of 1988; 42 U.S.C. ss.1981;
and state or local law, rules or regulations, claims relating to wages and hours
under the Fair Labor Standards Act, and regulations or equivalent state or local
wage and hour laws and regulations, and claims under any express or implied
contract, tortious conduct, libel, slander or defamation, wage and hour laws and
regulations, and claims under any express or implied contract, tortious conduct,
libel, slander or defamation.
The Company will not contest your application for unemployment insurance
benefits.
5. The Company agrees not to make any disparaging statements concerning
the Employee.
6. This Agreement provides for the waiver by the Employee of his/her
rights or claims under the ADEA, and the waiver of these rights or claims are in
exchange for consideration that was not due the Employee by law and/or contract.
7. The Employee will not at any time (i) talk about or otherwise
publicize: (a) the terms or existence of this Agreement, or (b) any fact
concerning its negotiation, execution or implementation, or (ii) testify or give
evidence in any forum concerning the Employee's employment with the Company,
unless the Employee is: (i) required by law to do so, or (ii) requested to do so
in writing by an authorized official of the Company.
The Employee agrees that the Employee will keep the terms, amount and
facts of this Agreement completely confidential, and that Employee will not
hereafter disclose any information concerning this Agreement to anyone
including, but not limited to, any past, present, or prospective future
employees or applicants for employment with the Company, its subsidiaries or
affiliated companies, except to the Employee's spouse, the Employee's attorney
or in connection with preparation of tax returns or other financial planning.
The Employee agrees to return forthwith to the Company all Company property in
the Employee's possession, including but not limited to, any and all account
records, checks, credit cards, papers, presentations, plans, documents, files,
price lists, product information, drawings, financial statements, notes,
whatsoever, including all photocopies thereof, at the time of executing this
Agreement. The Employee also agrees not to make any disparaging statements
concerning the Released Parties.
8. Any notice, request, or other communication given hereunder shall be
in writing and if given by the Employee to the Company shall be sent by
certified or registered mail, postage prepaid, addressed to the Company and if
given by the Company to the Employee, shall be sent by certified or registered
mail, postage prepaid, addressed to the Employee. In each instance, the proper
mailing address shall be to: (i) the Company, at 00 Xxxx Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx, with a copy to Xxxxxxxx X.
Xxxxx, Esq., Xxxxx & Xxxxxx, P.C., 3
00
Xxxxxx Xxxxx, Xxx Xxxxx, Xxx Xxxx 00000, and (ii) the Employee, at 0 Xxxxxxxx
Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000.
9. The Employee was given a copy of this Agreement on July 16, 1997 The
Employee has had an opportunity to consult with an attorney before signing this
Agreement and was given a period of at least twenty-one (21) days, or until
August 6, 1997 to consider the Agreement (the "Consideration Period").
The Employee has seven (7) days to revoke this Agreement after the
Employee signs it. This Agreement will not become effective or enforceable until
seven (7) days after the Company has received the Employee's signed copy of this
Agreement.
10. The Employee represents that the Employee has not filed any
complaints or charges against the Released Parties with any local, state or
federal agency or court, and that Employee will not at any time hereafter file
any complaints or charges arising from the Employee's termination, nor, has the
Employee or will the Employee contact any local, state or federal agency
regarding the activities of the Company in operating its business. Should any
such agency or court assume jurisdiction of any such complaint or charge, or
commence any investigation or inquiry concerning the business practices of the
Company, the Employee will immediately request such agency or court not to
exercise such jurisdiction and will in no event participate personally or
otherwise in any such proceeding, nor voluntarily respond to any agency
inquiries without being compelled to respond under applicable law.
11. This Agreement sets forth the entire agreement between the Employee
and the Company concerning the above subject matter and supersedes any and all
other agreements between us, whether written or oral, on the subject matter. The
terms of this Agreement may not be changed or modified except by an instrument
in writing duly signed by the Employee and by an authorized representative of
the Company.
12. This Agreement shall be governed by and construed under the laws of
the State of New York.
13. If any portion of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction or any governmental agency, that portion only
shall be deemed deleted as though it had never been included herein, but the
remainder of this Agreement shall remain in full force and effect. However, if
the release portion of the Agreement is held invalid or unenforceable by a court
of competent jurisdiction or any governmental agency, any payments accepted and
retained by the Employee under this Agreement shall be returned immediately to
the Company.
14. Both copies of this Agreement should be executed below and
returned to: Xxxxxxxx X. Xxxxx, Esquire
Xxxxx & Xxxxxx, X.X.
Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxx Xxxx 00000
Please write the following in the space provided below, if it is true and
correct:
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The Employee has read this Agreement and the Employee understands all of its
terms. The Employee hereby enters into and signs this Agreement knowingly and
voluntarily, with full knowledge of what it means.
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Agreed and Accepted:
First Priority Group, Inc. Xxxxxxx Xxxxxxxx
By: By:
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Name: Date:
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Title:
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Date:
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