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Exhibit 10(m)
Resignation and Release
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This Agreement is entered into as of April 21, 1997, between
Xxxxxx X. Xxxxxx ("Executive") and Sun Television and Appliances, Inc. (the
"Company").
Executive and the Company mutually desire to resolve all matters
based upon, relating to or arising from the creation, existence or termination
of the employment relationship between them, and to terminate herewith all
provisions of that certain "Employment Agreement" between the Executive and the
Company dated as of May 22, 1996.
1. RESIGNATION AS OFFICER AND DIRECTOR. Executive hereby
confirms his resignation, effective as of the close of business on May 2, 1997,
from any and all positions that he holds as an officer of the Company
(including but not limited to the offices of Executive Vice President and Chief
Financial Officer). The Company hereby confirms its acceptance of such
resignation.
2. TERMINATION OF EMPLOYMENT
(a) Unless Executive resigns his employment on an earlier date,
Executive will continue as an employee of the Company until the close of
business on May 2, 1997 (at which time such employment shall automatically
terminate). The date on which Executive's employment terminates is referred to
herein as the "Termination Date."
(b) Through April 18, 1997, Executive will be entitled to
receive salary payments at his current annual rate in accordance with the
Company's normal payroll policies and to participate in any of the Company's
benefit plans. Salary from the period of April 19, 1997 through the Termination
Date, during which the Executive will be on vacation, will be paid pursuant to
paragraph 2.c. below.
(c) On or before April 21, 1997, the Company will pay to the
Executive the sum of $48,000 (in addition to any other regular salary to which
the Executive is entitled for services rendered through that date), as a
payment to the Executive of salary through May 2, 1997 and as a severance
payment.
3. POST-EMPLOYMENT BENEFITS. Executive will be entitled to
participate in the Company's medical, dental, disability insurance and similar
employee welfare benefit plans, at the Company's expense, for a period of three
months following the Termination Date. Executive shall be permitted to
participate in such plans beyond such three-month period at his own expense, as
required by law.
4. STOCK OPTIONS AND RESTRICTED STOCK.
(a) Executive and the Company agree that all of the vested and
unexercised stock options previously granted to Executive shall remain
outstanding and
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shall continue to be exercisable, pursuant to their terms, after the
Termination Date for a period of four years. All unvested options shall be
surrendered by the Executive.
(b) Executive and the Company agree that Executive is the vested
owner of 3,820 shares of the Company's stock. The Company agrees to purchase
such shares from the Executive as of April 21, 1997 at a price equal to such
shares' fair market value (mean of the high and low) as of April 18, 1997.
5. CONFIDENTIAL INFORMATION. Executive acknowledges that his
employment as chief financial officer of the Company has placed him in
possession of confidential and proprietary information that relates to the
business, products, customers, services and trade secrets of the Company.
Executive agrees that, prior to the termination of his employment, he will turn
over to the Company all files, documents, notes and other materials evidencing
such confidential information that are in his possession and that, without the
prior written consent of the Company, he will not in any manner use or disclose
any such confidential information at any time, either during or after the term
of his employment by the Company. The Company agrees that the foregoing shall
not be construed to prevent the Executive from using his general business
knowledge and skill after termination of his employment by the Company.
6. RELEASE.
(a) As consideration for the Company's agreements contained
herein, Executive irrevocably and unconditionally releases and discharges the
Company, its officers, directors, shareholders, agents, employees, affiliates,
related companies or entities, successors and assigns (separately and
collectively "Released Parties"), jointly and individually, from any and all
claims, obligations, demands, damages, and causes of action of any nature or
kind whatsoever, known or unknown, which Executive, his heirs, successors or
assigns have or may have against the Released Parties based upon, relating
to, or arising from the creation, existence or termination of the employment
relationship, including but not limited to claims of discrimination under any
federal state or local law, rule or regulation, whether those claims are past
or present, whether they arise from equity, common law, or statute, whether
they arise from labor laws or discrimination laws, such as the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964,
as amended, or any other law, rule or regulation.
(b) As consideration for the Executive's agreements contained
herein, including the cancellation of the Employment Agreement dated as of May
22, 1996, the Company (including its officers and directors), and its
successors and assigns, hereby releases the Executive from any and all claims,
obligations, demands, damages, and causes of action of any nature or kind
whatsoever, known or unknown, which the Company (including its officers and
directors), and its successors and assigns, have or may have against the
Executive arising out of his employment relationship with the Company (and
agrees to hold Executive harmless from any claims from third parties arising
out of such relationship).
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(c) This release is for any relief, no matter how called,
including but not limited to wages, backpay, frontpay, compensatory damages,
punitive damages or damages for pain or suffering, or attorney fees.
7. SETTLEMENT OF CLAIMS. The Company and Executive agree that
the execution of this Agreement is in compromise and final settlement among the
parties of all disputed matters, constitutes full satisfaction of all claims
made or which could be made based upon, relating to or arising from the
creation, existence or termination of the employment relationship, and does not
in any way admit liability or wrongdoing by any party.
8. UNDERSTANDING OF AGREEMENT. Executive acknowledges that he
has carefully read and fully understands this Agreement, including the release
included herein, that he has had the opportunity to have an attorney explain to
him the terms of the foregoing, and that he knows and understands the contents
of the foregoing, that he executes this Agreement knowingly and voluntarily as
his own free act and deed and that this Agreement was freely negotiated and
entered into without fraud, duress or coercion and with full knowledge of its
significance, effects and consequences.
9. ENTIRE AGREEMEMT. This document is the complete agreement
between the parties, and there are no written or oral understandings, promises
or agreements directly or indirectly related to this Agreement that are not
incorporated herein in full.
10. INTERPRETATION. Section headings used in this Agreement are
for ease of reference only and are not intended as substantive terms hereof.
This Agreement shall be governed by and interpreted under the laws of the State
of Ohio without giving effect to the conflict of laws provisions thereof.
In witness whereof, the parties have executed and delivered this
Agreement on and as of the date first written above.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Sun Television and Appliances, Inc.
By: /s/ X. Xxxxxx Xxxx
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Its: Chairman
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