Exhibit 10.1
AGREEMENT AND RELEASE
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This is an Agreement and Release ("Agreement") between Xxxx Xxxx ("Xx.
Xxxx") and C&D Technologies, Inc. (referred to herein as "C&D" or "Company").
WITNESSETH
WHEREAS, Xx. Xxxx is the Vice President, General Manager for the Power
Electronics Division of C&D ;
WHEREAS, Xx. Xxxx and C&D are parties to that certain employment agreement
dated March 31, 2000, as amended April 6, 2000 (collectively, the "Employment
Agreement"); and
WHEREAS, given current business conditions and performance, C&D and Xx.
Xxxx have elected to terminate the Employment Agreement and the employment
relationship and to amicably settle and resolve the terms of the separation from
employment of Xx. Xxxx as an officer of C&D.
NOW, THEREFORE, Xx. Xxxx and C&D, intending to be legally bound and in
consideration of the mutual promises set forth below, hereby agree as follows.
1. Terms of Continuation and Termination of Employment.
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a. Xx. Xxxx'x employment by C&D will terminate on the earlier of (i) the
date that Xx. Xxxx becomes self-employed; (ii) the date on which Xx. Xxxx
commences employment for any third party; or (iii) March 4, 2002 (hereinafter
the "Effective Date"). C&D will characterize Xx. Xxxx'x termination of
employment with C&D as a voluntary resignation. Xx. Xxxx'x service on the Board
of Directors for Inrad, Inc. shall have no effect on Xx. Xxxx'x employment
status under this Agreement.
b. Xx. Xxxx will be paid, in accordance with the regular payroll practices
of C&D, his regular salary through the Effective Date, subject to standard
deductions, including those which are consistent with the provisions of Xx.
Xxxx'x then applicable Form W-4.
c. Beginning August 7, 2001 (the "Transition Date") and until the Effective
Date, Xx. Xxxx'x current job title shall be Vice President, Special Projects;
however, Xx. Xxxx shall not be required to regularly attend work, but shall
occasionally perform such job duties, if any, as may be communicated to him, in
writing, by any of Xxxx X. Xxxxxxx, Xx., Xxxx Xxxxxx, or the Board of Directors
of C&D.
d. Xx. Xxxx shall refrain from communicating with any employee, customer,
supplier or any other party with whom C&D has a commercial relationship
regarding the details of his employment or the anticipated cessation thereof or
the subject matter of this Agreement without the prior written consent of Xxxx
X. Xxxxxxx, Xx., Xxxx Xxxxxx, or the C&D Board of Directors, other than to say
that the relationship between Xx. Xxxx and C&D is being or was terminated
amicably.
e. Xx. Xxxx and C&D hereby agree to refrain from making any negative,
disparaging, defamatory or slanderous comments, references or characterizations
concerning the other party and, in Xx. Xxxx'x case, concerning C&D's officers,
directors, employees, agents, products or services, either verbally, in writing,
or in any other manner, to any third party for any purpose whatsoever, unless a
legal duty to do so is imposed.
2. Fringe Benefits.
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a. Through the Effective Date, Xx. Xxxx may continue to participate in the
Company's medical, dental, and life insurance programs at the same level and
costs as Xx. Xxxx participated on January 31, 2001. Thereafter, Xx. Xxxx may
continue, at his expense, his medical and dental insurance benefits to the
extent permitted by the Consolidated Omnibus Budget Reconciliation Act
("COBRA").
b. On or about the next pay period following the Transition Date, Xx. Xxxx
shall be paid for nineteen (19) vacation days, subject to standard deductions,
which Xx. Xxxx agrees constitute all vacation days for which compensation is due
and owing. No additional vacation time shall accrue or be paid for by C&D.
c. Through the Effective Date, Xx. Xxxx may continue to participate in the
C&D Savings Plan (also known as the 401(k) plan) and Pension Plan for salaried
employees in accordance with the terms and provisions of the respective Plans as
they may be amended from time to time. Xx. Xxxx may also continue to participate
in the Deferred Compensation Plan in accordance with the terms of the Plan. Xx.
Xxxx may also continue to participate in the Supplemental Executive Retirement
Plan in accordance with the terms of the plan through the Effective Date.
d. Xx. Xxxx may exercise options, granted to him under any C&D Stock Option
Plan, which have vested or which may vest on or prior to the Effective Date in
accordance with the terms and provisions of the applicable Plans and consistent
with the characterization of his termination of employment with C&D as a
voluntary resignation on the Effective Date. Through the Effective Date, Xx.
Xxxx may, from time to time, be considered an "insider" as defined in the C&D
Xxxxxxx Xxxxxxx Policy, as it may be amended from time to time; provided,
however, that following the Transition Date he shall not be considered an
Executive Officer for Section 16 reporting purposes under the Securities
Exchange Act of 1934. Notwithstanding the foregoing, Xx. Xxxx may have
continuing reporting obligations under Section 16 with respect to purchases and
sales of C&D stock that occur within six months after an opposite way
transaction that preceded the date of this Agreement and he remains subject to
the Company's inside trading policy; accordingly, all purchases and sales of C&D
stock must be pre-cleared with either of the Vice President, Finance or Vice
President, General Counsel of C&D.
e. Xx. Xxxx will be eligible to receive pro-rata earned amounts, if any,
under the Management Incentive Compensation Plan for the period February 1, 2001
through the Transition Date. Thereafter, Xx. Xxxx shall have no further
eligibility to participate in any C&D management incentive compensation plan.
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f. Xx. Xxxx shall not be eligible to continue to receive reimbursement for
executive financial planning assistance following the Transition Date. Xx. Xxxx
shall be eligible for reimbursement for executive financial planning assistance
for fees reasonably incurred before the Transition Date.
g. All other employee benefits not specifically continued by this Agreement
shall terminate on the Effective Date.
h. C&D shall reimburse Xx. Xxxx for reasonable legal fees incurred in
connection with the review of this Agreement in an amount not to exceed $1,000
as soon as administratively practicable following submission of documentation
therefor.
3. Execution of a Release by Xx. Xxxx.
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In consideration of the additional consideration described in Paragraphs
1(b) and (c) and 2 (a), (c), (d) and (e) hereof, which Xx. Xxxx acknowledges
that C&D is not obligated to pay or otherwise provide for, Xx. Xxxx agrees to
execute the Release which is attached hereto as Exhibit A within five (5) days
of the Effective Date.
4. General Release.
---------------
After having had a reasonable opportunity to review this Agreement and an
opportunity to consult with an advisor or an attorney of his choice, Xx. Xxxx,
on his own behalf, and on behalf of his heirs, administrators, and assigns,
knowingly and voluntarily releases, remises and forever discharges C&D, its
subsidiary and related companies and their predecessors, successors and assigns,
and each of their respective officers, directors, employees, agents and
attorneys and all those charged or chargeable with liability on their behalf
(collectively "Releasees"), from any and all rights or claims, of any nature
whatsoever whether known or unknown which he has or may have against Releasees,
including, but not limited to those rights or claims arising out of or in any
way connected with Xx. Xxxx'x employment by C&D or his separation from
employment by C&D, including, but not limited to claims for wrongful discharge,
breach of contract, claims for wages, stock or profits, breach of the covenant
of good faith, intentional or negligent infliction of emotional distress,
defamation, negligence, misrepresentation, fraud, discrimination on the basis of
race, gender, color, religion, marital status, national origin, handicap or
disability, or veteran's status, including, but not limited to all rights or
claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
ss. 2000e-1, et seq., the Americans With Disabilities Act, 42 U.S.C. ss. 12101,
et seq., and the Arizona Civil Rights Act, A.R.S. ss.41-1401, et seq.,
Pennsylvania Human Relations Act, 43 P.S. ss.951 et seq., as well as any other
claim arising under any other federal, state, or local statute, ordinance,
regulation, or common law that Xx. Xxxx now has or ever had against Releasees
from the beginning of time to the date of this Agreement. It is expressly
understood and agreed that the foregoing is a general release of all claims and
rights against C&D.
5. Release of Age Discrimination Claims.
------------------------------------
After having had a reasonable opportunity to review this Agreement and an
opportunity to consult with an attorney or adviser of his choice, Xx. Xxxx, his
heirs, administrators, and assigns, knowingly and voluntarily releases, remises
and forever discharges
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C&D, its subsidiary and related companies, and each of their respective
officers, directors, employees, agents and attorneys and all those charged or
chargeable with liability on their behalf, of and from any and all rights or
claims which he may have against any of them under the Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C. ss. 621 et. seq. or under any
other federal or state law prohibiting discrimination based upon age, from the
beginning of time to the date of this Agreement.
6. Compliance with Older Workers Benefit Protection Act.
----------------------------------------------------
This Agreement is intended to comply with Section 201 of the Older Workers
Benefit Protection Act of 1990, 29 U.S.C. ss.626(f). Accordingly, Xx. Xxxx
acknowledges and represents as follows:
a. he waives all rights or claims against C&D under the Age Discrimination
in Employment Act of 1967, as amended, 29 U.S.C ss.621, et seq. ("ADEA")
knowingly and voluntarily in exchange for consideration of value to which he is
not otherwise entitled;
b. he has been advised in writing by C&D to consult with an attorney in
connection with this Agreement and his decision to waive his rights or claims
under the ADEA;
c. he has been given a period of at least twenty-one (21) days within which
to consider this Agreement and his decision to waive his rights or claims under
the ADEA; and
d. he has been informed by C&D and understands that he may revoke this
Agreement for a period of seven (7) calendar days after signing it and that this
Agreement will not become effective or enforceable until after this seven (7)
day period has expired.
7. Revocation of this Agreement.
----------------------------
In the event that Xx. Xxxx chooses to revoke his acceptance of this
Agreement, he will provide C&D with written notice of the revocation, which
shall be sent by United States mail, certified, return receipt requested,
post-marked within seven (7) days of the date that he signs this Agreement.
Notice to C&D shall be given to Xxxx Xxxxxx, Vice President - Human Resources,
0000 Xxxxx Xxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxxxx 00000.
8. Covenant Not To Xxx.
-------------------
Xx. Xxxx agrees and covenants that he has not and will not bring any action
in any forum, or file any claims against C&D or its subsidiary and related
companies, or any of their respective officers, directors, employees or agents,
past and present, individually or collectively, or any insurer of C&D which
relates in any way to his employment, his separation from employment by C&D or
any matter which is associated either directly or indirectly with his
employment.
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9. Nondisclosure of Information.
----------------------------
Xx. Xxxx acknowledges that he signed an "Agreement Relating to Intellectual
Property and Confidential Information" with C&D on February 11, 2000
("Confidentiality Agreement"). A copy is attached to this Agreement as Exhibit
"1." Xx. Xxxx reaffirms the obligations and duties he assumed under the
Confidentiality Agreement and agrees that he shall continue to abide by the
terms of the Confidentiality Agreement after the termination of his employment.
10. Return of Property.
------------------
Xx. Xxxx represents that he has returned to C&D or will return prior to the
Effective Date all materials in his possession or within his control which
relate to the business of C&D, including, but not limited to, data, documents,
reports, programs, diskettes, computer printouts, program listings, computer
hardware and/or software, memoranda, notes, records, reports, plans, studies,
price lists, customer lists, customer contact and other information, and any and
all similar information without regard to the form in which it is maintained.
Xx. Xxxx acknowledges that all such materials are the sole property of C&D and
that he has no right, title, or other interest in or to such materials. Xx. Xxxx
further agrees to return all Company credit cards, computers, printers,
telephones and any similar or dissimilar items.
11. Non-Solicitation of Employees and Customers.
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a. Xx. Xxxx agrees that beginning on the date hereof and for a period of
one-hundred eighty (180) days after the Effective Date, he shall not, either
directly or indirectly, induce, suggest, encourage, entice, or solicit any
employee of C&D to leave the employ of C&D.
b. Xx. Xxxx agrees that beginning on the date hereof and for a period of
six months from the Effective Date, he will not, either directly or indirectly
or by acting in concert with others, solicit, influence, or attempt to solicit
or influence, any customers of C&D or any customer prospects of C&D with whom
Xx. Xxxx had any contact during the eighteen month period prior to his
separation from employment by C&D to purchase from any other person,
partnership, corporation or other entity any products which are the same,
similar to or marketed as competitive with products sold by C&D.
12. Non-Competition.
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a. Xx. Xxxx agrees that during such time as he shall be employed by the
Company, and for the applicable Restricted Period (as defined below) thereafter,
he shall not, without the written consent of the Board of Directors, directly or
indirectly, become associated with, render services to, invest in, represent,
advise or otherwise participate as an officer, employee, director, stockholder,
partner, agent of or consultant for, any business that, at the time his
employment with the Company ceases, is competitive with the business in which
the Company is engaged or in which the Company has taken affirmative steps to
engage (a "Competitive Business") in the United States, Mexico or the United
Kingdom; provided, however, that nothing herein (i) shall prevent Xx. Xxxx from
investing without limit in the securities of any company listed on a national
securities exchange, provided that his involvement
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with any such company is solely that of a stockholder, and (ii) is intended to
prevent him from being employed during the applicable Restricted Period by any
business other than a Competitive Business. The applicable Restricted Period
shall be the one-hundred eighty (180) day period following the Effective Date.
b. The parties hereto intend that the covenant contained in this Section 12
shall be deemed a series of separate covenants for each state, county and city.
If, in any judicial proceeding, a court shall refuse to enforce all the separate
covenants deemed included in this Section 12, because, taken together, they
cover too extensive a geographic area, the parties intend that those of such
covenants (taken in order of the states, counties and cities therein which are
least populous), which, if eliminated, would permit the remaining separate
covenants to be enforced in such proceeding, shall, for the purpose of such
proceeding, be deemed eliminated from the provisions of this Section 12.
13. Enforcement.
-----------
Xx. Xxxx acknowledges that he has received sufficient consideration for the
covenants and restrictions contained in this Agreement including, without
limitation, those set forth in Sections 8, 9, 11 and 12 of this Agreement; that
such restrictions are reasonable in time and scope, and are necessary for the
reasonable protection of the business of C&D. Xx. Xxxx also acknowledges that
monetary damages would be an inadequate remedy for a breach by Xx. Xxxx of the
promises contained in Sections 8, 9, 11, and 12 of this Agreement and, if found
by a court of competent jurisdiction to have breached any of these restrictions,
consents to the entry of an order granting injunctive relief to prevent further
violations of those restrictions by Xx. Xxxx. Xx. Xxxx agrees that the time
period of the obligations set forth in Sections 8, 9, 11 and 12 of this
Agreement shall be extended by any amount of time during which he is in
violation of the obligations set forth therein. Xx. Xxxx also agrees that any
award of injunctive relief shall be in addition to, and in no way shall serve
as, a limitation on any and all other remedies C&D may have for enforcement of
the obligations set forth in Sections 8, 9, 11, and 12 of this Agreement.
14. Cooperation with C&D/Acknowledgement of Payment.
-----------------------------------------------
Xx. Xxxx will fully cooperate with and assist C&D or any other company
affiliated with C&D in connection with its defense or prosecution of any civil
action or other legal proceeding or other business matter involving C&D, of
which C&D believes Xx. Xxxx has knowledge or information. This cooperation shall
include, but it is not limited to, being reasonably available to participate in
depositions, providing accurate and truthful information about C&D, complying
with requests by C&D to meet with its attorneys for the purpose of providing
information to them, and providing any other form of reasonable assistance
requested. Xx. Xxxx acknowledges that all monies that he has earned in
connection with his employment with C&D have been paid, with the exception of
his incentive bonus for fiscal year 2002 which shall be paid, if at all, in
accordance with the customary practices of C&D.
15. Terms Confidential.
------------------
Xx. Xxxx agrees to keep confidential and not disclose the financial terms
of this Agreement except to his immediate family (who agree to comply with this
obligation of confidentiality) and tax and legal advisers.
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16. Reemployment or Reinstatement.
-----------------------------
Xx. Xxxx shall not seek employment with C&D and hereby forever releases and
discharges C&D from any and all liability to reinstate or reemploy him in any
capacity and any and all claims of a right to reinstatement.
17. Breach.
------
Xx. Xxxx and C&D agree that in the event one party breaches any part or
parts of this Agreement, legal proceedings may be instituted against that party
for breach of contract. In the event that a party institutes legal proceedings
for breach of this Agreement, it is agreed that the sole remedy available to
said party shall be enforcement of the terms of this Agreement and/or a claim
for damages resulting from a breach of this Agreement, but that under no
circumstances shall the party be entitled to revive, reassert or assert any
claims that the party has released or abandoned under this Agreement in
accordance with the provisions of paragraphs 4, 5, 6 and 8.
18. Nature of Agreement.
-------------------
It is understood and agreed by Xx. Xxxx and C&D that this Agreement is a
settlement of claims, if any, that may exist between them; that this settlement
does not constitute an admission of liability or wrongdoing on the part of
either party; and that by entering into this settlement neither party admits
that there has been any unlawful or wrongful act committed against the other
which makes it liable in any manner, but that this settlement is only a
compromise.
19. Entire Agreement.
----------------
Except as specifically set forth in Section 9 of this Agreement, this
Agreement replaces and supercedes all prior agreements between the parties and
constitutes the entire agreement between the parties. No modification to this
Agreement shall be effective unless it is in writing and signed by an officer of
C&D and Xx. Xxxx.
20. Choice of Law and Selection of Forum.
------------------------------------
This Agreement shall be interpreted, enforced, and governed under the laws
of the State of Arizona. If any provision of this Agreement, or the application
thereof to any person, place or circumstance, shall be held by a court of
competent jurisdiction to be invalid, unenforceable or void, the remainder of
this Agreement and such provisions as applied to other persons, places and
circumstances shall remain in full force and effect.
21. Agreement Entered Knowingly and Voluntarily.
-------------------------------------------
Xx. Xxxx acknowledges that he has been given a reasonable opportunity to
discuss this Agreement with an attorney or advisor of his choice; that he has
carefully read and fully understands all of the provisions of this Agreement;
and that he is entering into this Agreement knowingly, voluntarily and of his
own free will.
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22. Miscellaneous.
-------------
a. Except as expressly set forth in this Agreement, this Agreement contains
the final and entire agreement of the parties and is intended to be an
integration of all prior agreements, negotiations and understandings. Neither
C&D nor Xx. Xxxx shall be bound by any covenants, agreements, statements,
representations or warranties, oral or written, not contained in this Agreement
or any attachment or exhibit hereto. No change or modification to this Agreement
shall be valid unless the same is in writing and signed by the parties. No
waiver of any of the provisions of this Agreement shall be valid unless the same
is in writing and is signed by the party against whom it is sought to be
enforced.
b. This Agreement shall inure to the benefit of the respective parties
hereto and their respective heirs, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the
dates indicated next to their respective signature.
8/16/01 /s/ Xxxx Xxxx
---------------------- ----------------------------
Date Xxxx Xxxx
C&D TECHNOLOGIES, INC.
8/20/01 /s/ Xxxx Xxxxxxx
________________________ By:_________________________
Date Title: President & CEO
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EXHIBIT A
RELEASE
This Release is made this _____ day of _______________, 2002 by and between
C&D Technologies, Inc. ("Employer") and Xxxx Xxxx ("Employee").
Recitals:
--------
WHEREAS, Employer and Employee are parties to an Agreement and Release
dated as of__________________________, 2001 ("Agreement and Release") the terms
of which specifically contemplate the execution of this Release; and
NOW THEREFORE, the parties hereto, intending to be legally bound, in
consideration of the mutual promises and undertakings set forth herein, do
hereby agree as follows:
1. General Release.
For and in consideration of the monies and benefits paid to Employee by
Employer, as more fully described in the Agreement and Release dated ______,
2001, and for other good and valuable consideration, Employee knowingly and
voluntarily releases, remises and forever discharges Employer, its subsidiary
and related companies and their predecessors, successors and assigns, and each
of their respective officers, directors, employees, agents and attorneys and all
those charged or chargeable with liability on their behalf (hereinafter
collectively referred to as "Releasees"), from any and all rights or claims, of
any nature whatsoever whether known or unknown, which he has or may have against
Releasees including, but not limited to, those rights or claims arising out of
or in any way connected with his employment by C&D or his separation from
employment by C&D, including but not limited to claims for wrongful discharge,
breach of contract, claims for wages, stock or profits, breach of the covenant
of good faith, intentional or negligent infliction of emotional distress,
defamation, negligence, misrepresentation, fraud, discrimination on the basis of
race, gender, color, religion, marital status, national origin, handicap or
disability or veteran status, including but not limited to all rights or claims
under Title VII of the Civil Rights Acts of 1964, as amended, 42 U.S.C. ss.
2000e-1, et seq., the Americans With Disabilities Act, 42 U.S.C. ss.12101, et
seq., and the Arizona Civil Rights Act, A.R.S. ss.41-1401, Pennsylvania Human
Relations Act, 43 P.S. ss.951 et seq., as well as any other claim arising under
any other federal, state or local statute, ordinance, regulation or common law
that he now has or ever had against Releasees from the beginning of time to the
date of this Release. It is expressly understood and agreed that the foregoing
is a general release of all claims and rights against C&D.
2. Release of Age Discrimination Claims.
After having had a reasonable opportunity to review this Agreement and an
opportunity to consult with an attorney or adviser of his choice, Employee, his
heirs, administrators, and assigns, knowingly and voluntarily releases, remises
and forever discharges C&D, its subsidiary and related companies, and each of
their respective officers, directors, employees, agents and attorneys and all
those charged or chargeable with liability on their
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behalf, of and from any and all rights or claims which he may have against any
of them under the Age Discrimination in Employment Act of 1967, as amended, 29
U.S.C. ss. 621 et. seq. or under any other federal or state law prohibiting
discrimination based upon age, from the beginning of time to the date of this
Agreement.
3. Compliance with Older Workers Benefit Protection Act.
----------------------------------------------------
This Agreement is intended to comply with Section 201 of the Older Workers
Benefit Protection Act of 1990, 29 U.S.C. ss.626(f). Accordingly, Employee
acknowledges and represents as follows:
a. he waives all rights or claims against C&D under the Age Discrimination
in Employment Act of 1967, as amended, 29 U.S.C ss.621, et seq. ("ADEA")
knowingly and voluntarily in exchange for consideration of value to which he is
not otherwise entitled;
b. he has been advised in writing by C&D to consult with an attorney in
connection with this Agreement and his decision to waive his rights or claims
under the ADEA;
c. he has been given a period of at least twenty-one (21) days within which
to consider this Agreement and his decision to waive his rights or claims under
the ADEA; and
d. he has been informed by C&D and understands that he may revoke this
Agreement for a period of seven (7) calendar days after signing it and that this
Agreement will not become effective or enforceable until after this seven (7)
day period has expired.
4. Revocation of this Release.
--------------------------
In the event that Employee chooses to revoke his acceptance of this
Release, he will provide C&D with written notice of the revocation, which shall
be sent by United States mail, certified, return receipt requested, post-marked
within seven (7) days of the date that he signs this Agreement. Notice to C&D
shall be given to Xxxx Xxxxxx, Vice President - Human Resources, 0000 Xxxxx
Xxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxxxx 00000.
5. Covenant Not To Xxx.
-------------------
Employee agrees and covenants that he has not and will not bring any action
in any forum, or file any claims against C&D or its subsidiary and related
companies, or any of their respective officers, directors, employees or agents,
past and present, individually or collectively, or any insurer of C&D which
relates in any way to his employment, his separation from employment by C&D or
any matter which is associated either directly or indirectly with his
employment.
6. Employee agrees that the payments made and other consideration received
pursuant to this Release are not to be construed as an admission of legal
liability by Releasees or any of them and that no person or entity shall utilize
this Release or the consideration received pursuant to this Release as evidence
of any admission of liability since Releasees expressly deny liability.
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7. Employee affirms that the only consideration for the signing of this
Release are the terms stated herein and in the Agreement and Release and that no
other promise or agreement of any kind has been made to Employee by any person
or entity whatsoever to cause Employee to sign this Release.
8. Employee and Employer affirm that the Agreement and Release (and the
document specifically incorporated therein) and this Release set forth the
entire agreement between the parties with respect to the subject matter
contained herein and supersede all prior or contemporaneous agreements or
understandings between the parties with respect to the subject matter contained
herein. Further, there are no representations, arrangements or understandings,
either oral or written, between the parties, which are not fully expressed
herein. Finally, no alteration or other modification of this Release shall be
effective unless made in writing and signed by both parties.
9. Employee certifies that Employee has returned to Employer all keys,
identification cards, credit cards, computer and telephone equipment and other
property or information of Employer in Employee's possession, custody, or
control including, but not limited to, any information contained in any computer
files maintained by Employee during Employee's employment with Employer.
Employee certifies that Employee has not kept the originals or copies of any
documents, files, or other property of Employer which Employee obtained or
received during Employee's employment with Employer.
10. Employee acknowledges that Employer advised Employee to consult with an
attorney prior to executing this Release.
11. Employee affirms that Employee has carefully read this Release, that
Employee fully understands the meaning and intent of this document, that
Employee has signed this Release voluntarily and knowingly, and that Employee
intends to be bound by the promises contained in this Release for the
consideration described in the Agreement and Release.
IN WITNESS WHEREOF, Employee and the authorized representative of Employer
have executed this Release on the dates indicated below:
Dated:_____________________ ______________________________
Xxxx Xxxx
C&D TECHNOLOGIES, INC.
Dated:_____________________ By:___________________________
Title:
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ENDORSEMENT
I, Xxxx Xxxx, hereby acknowledge that I was given 21 days to consider the
foregoing Agreement and Release and voluntarily chose to sign the Agreement and
Release prior to the expiration of the 21 day period.
I declare under penalty of perjury under the laws of the State of Arizona
that the foregoing is true and correct.
EXECUTED this __16th__ day of _August___, 2001, at
___Pima County_______________, Arizona.
/s/ Xxxx Xxxx
------------------------------
Xxxx Xxxx
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