EXHIBIT 10.50
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, is entered into and effective as of [INSERT
DATE OF CONSUMMATION OF IPO] (the "Effective Date") by and among Valor
Communications Group, Inc., a Delaware corporation (the "Company"), Xxxxxxx X.
Xxxxx, Xx. (the "Employee") and, for the purposes of Section 15 only, Valor
Telecommunications, LLC, a Delaware limited liability company ("VTC").
WHEREAS, prior to the date hereof, the Employee was employed by VTC as its
Senior Vice President, Chief Legal Officer and Secretary pursuant to an
Employment Agreement dated November 13, 2000 between the Employee and VTC (as
amended by an Amended One to Employment Agreement dated as of March 20, 2002,
the "2000 Employment Agreement");
WHEREAS, as of the date hereof, the Company has consummated an initial
public offering (the "IPO") of the Company's common stock, par value $0.0001 per
share (the "Common Stock"), and in connection with the IPO, VTC has become a
wholly-owned subsidiary of the Company; and
WHEREAS, commencing on the Effective Date, the Company desires to employ
the Employee as its Senior Vice President, Chief Legal Officer and Secretary,
and the Employee is willing to accept such employment with the Company on a full
time basis, all in accordance with the terms and conditions set forth below;
NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein, the parties hereto hereby covenant and agree
as follows:
1. Employment; Effective Date.
(a) The Company hereby agrees to employ the Employee, and the Employee
hereby agrees to accept such employment with the Company commencing on the
Effective Date and continuing for the period set forth in Section 2 hereof, all
upon the terms and conditions hereinafter set forth.
(b) Except as previously disclosed to the Company in writing by the
Employee, the Employee affirms and represents that as of the Effective Date, he
will be under no obligation to any former employer or other party which is in
any way inconsistent with, or which imposes any restriction upon, the Employee's
acceptance of employment hereunder with the Company, the employment of the
Employee by the Company or the Employee's undertakings under this Agreement.
2. Term of Employment.
(a) Unless earlier terminated as provided in this Agreement, the term of
the Employee's employment under this Agreement shall be for a period beginning
on the Effective Date and ending on the third anniversary of the Effective Date
(the "Initial Term").
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(b) The term of the Employee's employment under this Agreement shall be
automatically renewed for additional one-year terms (each a "Renewal Term") upon
the expiration of the Initial Term or any Renewal Term unless the Company or the
Employee delivers to the other, at least ninety (90) days prior to the
expiration of the Initial Term or the then current Renewal Term, as the case may
be, a written notice specifying that the term of the Employee's employment will
not be renewed at the end of the Initial Term or such Renewal Term, as the case
may be. The period from the Effective Date until the end of the Initial Term,
or, in the event that the Employee's employment hereunder is earlier terminated
as provided herein or renewed as provided in this Section 2(b), such shorter or
longer period, as the case may be, is hereinafter called the "Employment Term".
3. Duties. The Employee shall be employed as Senior Vice President, Chief Legal
Officer and Secretary of the Company, shall faithfully perform and discharge
such duties as inhere in the position of Senior Vice President, Chief Legal
Officer and Secretary of the Company and as may be specified in the Certificate
of Incorporation or Bylaws of the Company with respect to such position, and
shall also perform and discharge such other duties and responsibilities
consistent with such position as the Board of Directors of the Company (the
"Board of Directors") shall from time to time determine, including, but not
limited to, managerial responsibility for the Human Resources and Public
Relations/Corporate Communications Departments. The Employee shall report to the
President and Chief Executive Officer of the Company. The Employee shall perform
his duties principally in Denver, Colorado in either his home office or in an
office provided by the Company. The Employee shall also perform his duties at
the offices of the Company in Irving, Texas two or three days per week other
than during any one week per calendar month if the Employee's presence in the
Company's Irving, Texas offices during such week is not required as determined
by the Company's business requirements. In addition, if the Employee's
responsibilities require travel to other locations, he may reduce the amount of
time spent in the Irving, Texas office. Except as may otherwise be approved in
advance by the Board of Directors, and except during vacation periods and
reasonable periods of absence due to sickness, personal injury or other
disability, the Employee shall devote his full business time throughout the
Employment Term to the services required of him hereunder. The Employee shall
render his business services exclusively to the Company and its subsidiaries
during the Employment Term and shall use his best efforts, judgment and energy
to improve and advance the business and interests of the Company and its
subsidiaries in a manner consistent with the duties of his position.
Notwithstanding the foregoing, the Employee shall be entitled to participate as
a director or advisor to one or more associations, businesses or community or
charitable organizations in the Denver area, so long as such activity does not
(i) involve a substantial amount of the Employee's time, (ii) impair in any
material respect the Employee's ability to perform his duties under this
Agreement or (iii) violate the provisions of Section 9 of this Agreement.
4. Salary and Bonus.
(a) Salary. As compensation for the performance by the Employee of the
services to be performed by the Employee hereunder during the Employment Term,
the Company shall pay the Employee a base salary at the annual rate of Two
Hundred Fifty Thousand Dollars ($250,000) (said amount, together with any
increases thereto as may be determined from time to
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time no less frequently than annually by the Board of Directors in its sole
discretion, being hereinafter referred to as "Salary"). Any Salary payable
hereunder shall be paid in regular intervals in accordance with the Company's
payroll practices from time to time in effect.
(b) Bonus. The Employee shall be eligible to receive bonus compensation
from the Company (i) in respect of each fiscal year (or portion thereof)
occurring during the Employment Term (each an "Annual Bonus") in an amount
targeted at 50% of his Salary in accordance with the Company's management bonus
plan as in effect from time to time (pro rated for any portion of a fiscal year
occurring during the Employment Term), in each case as may be determined by the
Board of Directors in its sole discretion on the basis of performance-based
criteria consistent with the Company's business plan to be established by the
Board of Directors in its sole discretion and disclosed to the Employee prior to
the commencement of each fiscal year of the Company, and (ii) in an amount equal
to (A) $50,000 upon the consummation of the IPO, (B) $100,000 on January 1, 2006
and (C) $100,000 on January 1, 2007 (each a "Special Bonus"), so long as the
Employee is still employed by the Company or any of the Company's subsidiaries
as of the date on which payment of each such Special Bonus becomes due.
(c) Payments Generally. Any payments or benefits required to be made or
provided hereunder by the Company may be provided either by the Company or any
of its subsidiaries.
5. Other Benefits; Equity Interests.
(a) General. During the Employment Term, the Employee shall:
(i) be eligible to participate at a level commensurate with his
position in any employee equity purchase plans or programs that may be adopted
for the benefit of the Company's officers or employees generally and in any
employee fringe or other employee benefits and pension and/or profit sharing
plans that may be provided by the Company for its senior executive employees in
accordance with the provisions of any such plans, as the same may be in effect
from time to time;
(ii) be eligible to participate in any medical and health plans and
other employee welfare benefit plans that may be provided by the Company for its
senior executive employees in accordance with the provisions of any such plans,
as the same may be in effect from time to time;
(iii) be entitled to the number of paid time off days in each
calendar year determined by the Company from time to time for its senior
executive officers, provided that such number of paid time off days in each
calendar year shall not be less than twenty-five (25) work days, and the
Employee shall also be entitled to all paid holidays given by the Company to its
senior executive officers;
(iv) be entitled to sick leave, sick pay and disability benefits in
accordance with any Company policy that may be applicable to senior executive
employees from time to time; and
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(v) be entitled to reimbursement for all reasonable and necessary
out-of-pocket business expenses incurred by the Employee in the performance of
his duties hereunder in accordance with the Company's normal policies from time
to time in effect.
(b) The Company will obtain for the benefit of the Employee (i) term life
insurance coverage providing two times salary in death benefits to beneficiaries
designated by the Employee and (ii) long-term disability insurance coverage
providing the Employee with long-term disability benefits equal to 66 2/3% of
his Salary payable on and after the 181st day of the Employee's qualifying
disability, provided, however, that (x) annual premiums for the insurance
coverage described in (i) and (ii) above cannot exceed $25,000 and (y) the
foregoing assumes the insurability of the Employee. The Company and the Employee
agree that the Employee's existing life and disability insurance policies may,
if permitted to be carried over to the Company, wholly or partially satisfy the
Company's obligations under this paragraph (subject nevertheless to clauses (x)
and y above). In the event that the annual premiums for the insurance coverage
described in (i) and (ii) above would exceed $25,000, then either (A) the
coverage will be reduced to the extent necessary to keep the annual premiums
under $25,000 or (B) the Employee shall pay the amount of such excess.
(c) Retention of Common Stock. Pursuant to a restricted stock grant
agreement (the "Grant Agreement"), dated as of [THE DATE HEREOF] by and between
the Employee and the Company, the Employee has been granted shares of Common
Stock under the Valor Communications Group, Inc. 2005 Long-Term Equity Incentive
Plan (the "Plan"). During the Employment Term, the Employee commits to maintain
an ownership position in the Common Stock granted to him pursuant to the Grant
Agreement on such terms and in such amounts as the Employee and the Company
shall mutually agree.
6. Confidential Information. The Employee hereby covenants, agrees and
acknowledges as follows:
(a) The Employee has and will have access to and will participate in the
development of or be acquainted with confidential or proprietary information and
trade secrets related to the business of the Company and any present or future
subsidiaries or affiliates of the Company (collectively with the Company, the
"Companies"), including but not limited to (i) customer lists; related records
and compilations of information; the identity, lists or descriptions of any new
customers, referral sources or organizations; financial statements; cost reports
or other financial information; contract proposals or bidding information;
business plans; training and operations methods and manuals; personnel records;
software programs; reports and correspondence; and management systems, policies
or procedures, including related forms and manuals; (ii) information pertaining
to future developments such as future marketing or acquisition plans or ideas,
and potential new business locations and (iii) all other tangible and intangible
property, which are used in the business and operations of the Companies but not
made public. The information and trade secrets relating to the business of the
Companies described hereinabove in this paragraph (a) are hereinafter referred
to collectively as the "Confidential Information", provided that the term
Confidential Information shall not include any information (x) that is or
becomes generally publicly available (other than as a result of violation of
this Agreement by the Employee), (y) that the Employee receives on a
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nonconfidential basis from a source (other than the Companies or their
representatives) that is not known by him to be bound by an obligation of
secrecy or confidentiality to any of the Companies or (z) that was in the
possession of the Employee prior to disclosure by the Companies.
(b) The Employee shall not disclose, use or make known for his or
another's benefit any Confidential Information or use such Confidential
Information in any way except as is in the best interests of the Companies in
the performance of the Employee's duties under this Agreement. The Employee may
disclose Confidential Information when required by a third party and applicable
law or judicial process, but only after providing immediate notice to the
Company of any third party's request for such information, which notice shall
include the Employee's intent to disclose any Confidential Information with
respect to such request.
(c) The Employee acknowledges and agrees that a remedy at law for any
breach or threatened breach of the provisions of this Section 6 would be
inadequate and, therefore, agrees that the Companies shall be entitled to seek
injunctive relief in addition to any other available rights and remedies in case
of any such breach or threatened breach by the Employee; provided, however, that
nothing contained herein shall be construed as prohibiting the Companies from
pursuing any other rights and remedies available for any such breach or
threatened breach.
(d) The Employee agrees that upon termination of his employment with the
Company for any reason, the Employee shall forthwith return to the Company all
Confidential Information in whatever form maintained (including, without
limitation, computer discs and other electronic media).
(e) The obligations of the Employee under this Section 6 shall, except as
otherwise provided herein, survive the termination of the Employment Term and
the expiration or termination of this Agreement.
(f) Without limiting the generality of Section 10 hereof, the Employee
hereby expressly agrees that the foregoing provisions of this Section 6 shall be
binding upon the Employee's heirs, successors and legal representatives.
7. Termination.
(a) The Employee's employment hereunder shall be terminated upon the
occurrence of any of the following:
(i) death of the Employee;
(ii) the Employee's inability to perform his duties on account of
disability or incapacity for a period of one hundred eighty (180) or more days,
whether or not consecutive, within any period of twelve (12) consecutive months;
(iii) the Company giving written notice, at any time, to the
Employee that the Employee's employment is being terminated for "cause" (as
defined below);
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(iv) the Company giving written notice, at any time (including,
without limitation, following a change of control of the Company or a sale of
substantially all of the assets of the Company), to the Employee that the
Employee's employment is being terminated , other than pursuant to clause (i),
(ii) or (iii) above;
(v) the Employee terminates his employment hereunder for "Good
Reason" (as defined below); or
(vi) the Employee terminates his employment hereunder for any reason
whatsoever (whether by reason of retirement, resignation, or otherwise), other
than for "Good Reason".
The following actions, failures and events by or affecting the Employee
shall constitute "cause" for termination within the meaning of clause (iii)
above: (A) gross negligence by the Employee in the performance of, or willful
disregard by the Employee of, his obligations under this Agreement that results
in material damage to the business of one or more of the Companies, (B) willful
failure by the Employee to obey the reasonable and lawful orders and policies of
the Board of Directors that are consistent with the provisions of this Agreement
(in the case of clause (A) and this clause (B), which gross negligence, willful
disregard or willful failure (and the consequences thereof) continue unremedied
for a period of fifteen (15) days after written notice thereof to the Employee),
(C) embezzlement or misappropriation by the Employee of Company funds or
property, (D) a willful and knowing violation of Section 6 or Section 9 hereof
or (E) conviction of a crime (or entry of a plea of no contest with respect
thereto) that results in material damage to the business of one or more of the
Companies.
For purposes of this Agreement, "Good Reason" means (1) any material
breach by the Company of its obligations under this Agreement, (2) any
substantial diminution of the Employee's responsibilities as an officer of the
Company, as set forth in this Agreement and the Company's Certificate of
Incorporation and Bylaws, and in each such case, such breach or diminution shall
continue unremedied for a period of fifteen (15) days after written notice
thereof to the Company, or (3) upon a demand by the Company that the Employee
relocate to Irving, Texas or that the Employee perform his duties principally at
the office of the Company in Irving, Texas.
(b) In the event that the Employee's employment is terminated by the
Company pursuant to clause (iv) of Section 7(a) above, or by the Employee
pursuant to clause (v) of said Section 7(a), whether during the Initial Term or
during any Renewal Term pursuant to Section 2(b) above, then the Company,
subject to (A) Section 7(d) and (B) execution by the Employee of a release
substantially in the form of Exhibit A attached hereto, and in partial
consideration of the Employee's continuing obligations hereunder after such
termination, (i) shall pay to the Employee, as severance pay or liquidated
damages or both, monthly payments at the rate per annum of his Salary at the
time of such termination for a period of eighteen (18) months after such
termination plus, with respect to such fiscal year if the Company's plan for
such fiscal year is achieved, a pro rata portion of any Annual Bonus payable
with respect to such fiscal year corresponding to the portion of such fiscal
year during which the Employee was employed by the Company (such pro rata Annual
Bonus to be payable within thirty days after the close of such
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fiscal year) and (ii) shall continue to provide the Employee with life insurance
and medical and health insurance coverage at levels comparable to those in
effect prior to such termination for a period from the date of such termination
to the earlier to occur of (x) the date which is eighteen (18) months after such
termination and (y) the date upon which the Employee becomes eligible to be
covered for such benefits through his employment with another employer at no
greater cost to the Employee.
(c) Notwithstanding anything to the contrary expressed or implied herein,
except as required by applicable law and except as set forth or described in
Section 7(b) above, the Company (and its affiliates) shall not be obligated to
make any payments to the Employee or on his behalf of whatever kind or nature by
reason of the Employee's cessation of employment (including, without limitation,
by reason of termination of the Employee's employment by the Company for
"cause"), other than (i) such amounts, if any, of his Salary as shall have
accrued and remained unpaid as of the date of said cessation and (ii) such other
amounts, if any, which may be then otherwise payable to the Employee pursuant to
the terms of the Company's benefits plans or pursuant to clause (v) of Section
5(a) above.
(d) If following termination of his employment which has given rise to a
payment obligation under Section 7(b) the Employee violates either Section 6 or
Section 9, in addition to any other rights or remedies available to it of this
Agreement, the Company shall no longer have any obligations under Section 7(b)
above.
(e) No interest shall accrue on or be paid with respect to any portion of
any payments hereunder.
8. Non-Assignability.
(a) Neither this Agreement nor any right or interest hereunder shall be
assignable by the Employee or his beneficiaries or legal representatives without
the Company's prior written consent; provided, however, that nothing in this
Section 8(a) shall preclude the Employee from designating a beneficiary to
receive any benefit payable hereunder upon his death or incapacity. This
Agreement may not be assigned by the Company except with the Employee's prior
written consent, provided, however, that the Company may assign this Agreement
to an affiliate of the Company with the financial resources to fulfill the
Company's obligations hereunder.
(b) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment, levy or similar process or to assignment by operation of law, and
any attempt, voluntary or involuntary, to effect any such action shall be null,
void and of no effect.
9. Restrictive Covenants.
(a) Competition. During the Employment Term and during the twelve (12)
month period following the end of the Employment Term for any reason, the
Employee, in consideration of compensation to be paid to Employee hereunder,
will not directly or indirectly (as a director, officer, executive employee,
manager, consultant, independent contractor, advisor
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or otherwise) engage in competition with, or own any interest in, manage,
control, perform any services for, participate in or be connected with any
business or organization which engages in competition with any of the Companies
as described in Section 9(d), provided, however, that the provisions of this
Section 9(a) shall not be deemed to prohibit (A) the Employee's ownership of not
more than two percent (2%) of the total shares of all classes of stock
outstanding of any publicly held company, or ownership, whether through direct
or indirect stock holdings so long as Employee has no active participation in
such company or (B) any of the current activities permitted by the last sentence
of Section 3.
(b) Non-Solicitation. During the Employment Term and during the twelve
(12) month period following the end of the Employment Term for any reason
whatsoever (or, if later, the twelve (12) month period following termination of
the Employee's employment with the Company), the Employee, in consideration of
compensation to be paid to Employee hereunder, will not directly or indirectly
induce or attempt to induce any employee of any of the Companies to leave the
employ of the Company or such subsidiary or affiliate, or in any way interfere
with the relationship between any of the Companies and any employee thereof.
(c) Non-Interference. During the Employment Term and during the twelve
(12) month period following the end of the Employment Term for any reason, the
Employee, in consideration of compensation to be paid to Employee hereunder,
will not directly or indirectly hire, engage, send any work to, place orders
with, or in any manner be associated with any supplier, contractor,
subcontractor or other business relation of any of the Companies if such action
by him would have an adverse effect on the business, assets or financial
condition of any of the Companies, or materially interfere with the relationship
between any such person or entity and any of the Companies (including, without
limitation, make any negative or disparaging statement or communication
regarding any of the Companies either publicly or to any such person or entity).
(d) Competitive Activities. For purposes of this Section 9, a person or
entity (including, without limitation, the Employee) shall be deemed to be a
competitor of one or more of the Companies, or a person or entity (including,
without limitation, the Employee) shall be deemed to be engaging in competition
with one or more of the Companies, if such person or entity conducts or plans to
conduct any activities that compete with or owns or manages any business that
competes with the local telecommunications businesses of any of the Companies in
any of the markets that are served by any of the Companies at the time of
determination.
(e) Certain Representations of the Employee. In connection with the
foregoing provisions of this Section 9, the Employee represents that his
experience, capabilities and circumstances are such that such provisions will
not prevent him from earning a livelihood. The Employee further agrees that the
limitations set forth in this Section 9 (including, without limitation, time and
territorial limitations) are reasonable and properly required for the adequate
protection of the current and future businesses of the Companies. It is
understood and agreed that the provisions of Sections 6, 9, 10 and 12 and
obligations of the parties hereunder shall survive the expiration or termination
of this Agreement.
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(f) Injunctive Relief. The Employee acknowledges and agrees that a remedy
at law for any breach or threatened breach of the provisions of Section 9 hereof
would be inadequate and, therefore agrees that the Company and any of its
subsidiaries or affiliates shall be entitled to seek injunctive relief in
addition to any other available rights and remedies in cases of any such breach
or threatened breach; provided, however, that nothing contained herein shall be
construed as prohibiting the Company or any of its affiliates from pursuing any
other rights and remedies available for any such breach or threatened breach.
10. Binding Effect. Without limiting or diminishing the effect of Section 8
hereof, this Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, successors, legal representatives and
assigns including, in the case of the Company, any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company.
11. Notices. All notices which are required or may be given pursuant to the
terms of this Agreement shall be in writing and shall be sufficient in all
respects if given in writing and (i) delivered personally, (ii) mailed by
certified or registered mail, return receipt requested and postage prepaid,
(iii) sent via a nationally recognized overnight courier or (iv) sent via
facsimile confirmed in writing to the recipient, if to the Company at the
Company's principal place of business, and if to the Employee, at his home
address most recently filed with the Company, or to such other address or
addresses as either party shall have designated in writing to the other party
hereto, provided, however, that any notice sent by certified or registered mail
shall be deemed delivered on the date of delivery as evidenced by the return
receipt.
12. Law Governing; Waiver of Jury Trial. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. The parties hereto
hereby waive, to the fullest extent by applicable law, any right to trial by
jury with respect to any action or proceeding arising out of or relating to this
Agreement.
13. Severability. The Employee agrees that in the event that any court of
competent jurisdiction shall finally hold that any provision of Section 6 or 9
hereof is void or constitutes an unreasonable restriction against the Employee,
the provisions of such Section 6 or 9 shall not be rendered void but shall apply
with respect to such extent as such court may judicially determine constitutes a
reasonable restriction under the circumstances. If any part of this Agreement
other than Section 6 or 9 is held by a court of competent jurisdiction to be
invalid, illegible or incapable of being enforced in whole or in part by reason
of any rule of law or public policy, such part shall be deemed to be severed
from the remainder of this Agreement for the purpose only of the particular
legal proceedings in question and all other covenants and provisions of this
Agreement shall in every other respect continue in full force and effect and no
covenant or provision shall be deemed dependent upon any other covenant or
provision.
14. Waiver. Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.
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15. Entire Agreement; Modifications. Unless otherwise specified, this Agreement
constitutes the entire and final expression of the agreement of the Company and
the Employee with respect to the subject matter hereof and supersedes all prior
agreements, oral and written, between the parties hereto with respect to the
subject matter hereof. This Agreement may be modified or amended only by an
instrument in writing signed by the Company and the Employee. The parties
acknowledge that on the Effective Date contemporaneous with the effectiveness of
this Agreement (i) the 2000 Employment Agreement and the Employment Agreement
dated July 9, 2004 between the Employee and the Company (the "2004 Employment
Agreement") shall automatically terminate, (ii) all rights, obligations and
liabilities of VTC, its subsidiaries and their respective predecessors, on the
one hand, and the Employee, on the other hand, under the 2000 Employment
Agreement shall be automatically extinguished, (iii) all rights, obligations and
liabilities of the Company, its subsidiaries and their respective predecessors,
on the one hand, and the Employee, on the other hand, under the 2004 Employment
Agreement shall be automatically extinguished, and (iv) the 2000 Employment
Agreement and the 2004 Employment Agreement shall become null and void.
16. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Employee have duly executed and
delivered this Agreement as of the day and year first above written.
VALOR COMMUNICATIONS GROUP, INC.
By:___________________________________________
Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
______________________________________________
Employee
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EXHIBIT A
RELEASE AGREEMENT
In consideration of receipt of severance payments and benefits as set
forth in Section 7 of the Amended and Restated Employment Agreement, dated as of
[INSERT DATE OF CONSUMMATION OF IPO], among Valor Communications Group, Inc.
(the "Company"), Valor Telecommunications, LLC and Xxxxxxx X. Xxxxx, Xx. (the
"Employment Agreement"), I, Xxxxxxx X. Xxxxx, Xx., hereby release and discharge
the Company and each of its subsidiaries and each of their respective employees,
officers, directors, equityholders, and agents (collectively, "Valor") from, and
waive any and all claims, demands, damages, causes of action or suits
(collectively, "Claims") of any kind or nature whatsoever that I may have had or
may now have against any of them (including, without limitation, any Claims
arising out of or related to my employment with Valor or the termination
thereof), whether arising under contract, tort, statute or otherwise, and
whether I know of the claim or not, including, without limitation, Claims
arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, the Americans with Disabilities Act, the Equal Pay for Equal
Work Act, and any other applicable federal, state or local statutes, rules,
codes, or ordinances. This release does not cover my rights to the severance
payments and benefits provided in Section 7 of the Employment Agreement subject
to any restrictions set forth therein.
I have not, and shall not hereafter, institute any lawsuit of any kind
whatsoever, or file any complaint or charge, against Valor or any of its former
or present employees, officers, directors, equityholders, agents, subsidiaries,
or affiliates, and any of their successors or assigns, under any federal, state
or local statute, rule, regulation or principle of common law growing out of
events released hereunder. I shall not seek employment or reemployment with
Valor. I acknowledge that I have had at least 21 days to review and consider
this release agreement before accepting it. I have been advised to consult with
an attorney before signing this release agreement.
______________________________
Xxxxxxx X. Xxxxx, Xx.
Dated:________________________
Acknowledged and Agreed as of
__________,_________:
VALOR COMMUNICATIONS GROUP, INC.
By:_____________________
Name:
Title:
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