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EXHIBIT 10-P
AGREEMENT AND RELEASE OF ALL CLAIMS
This Agreement, entered into as of the date written by Employee's
signature below, is by and between Veritas DGC Inc. ("Veritas"), a Delaware
corporation, and Xxxxxxx X. Xxxxx ("Employee"). (As used in this Agreement, the
term "Veritas" includes Veritas DGC Inc. and its subsidiaries).
Veritas and Employee agree as follows:
Section 1. Within thirty days of the Effective Date, as defined below,
Veritas shall pay Employee the following amounts:
o A lump sum equal to $660,000 (This amount represents two years of
Employee's annual base salary);
o A lump sum equal to $50,000 [This amount represents the incentive
compensation due Employee, if any, in accordance with Section 5.c.ii
of the Employment Agreement between Veritas and Employee effective
January 24, 2000 (the "Employment Agreement")] ;
o Employee's regular base salary prorated through the Effective Date;
o Employee's vacation pay accrued as of the Effective Date; and
o Any expense reimbursement owed to Employee under Section 2.g. of the
Employment Agreement.
All of the above amounts shall be REDUCED by applicable taxes and withholding.
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Section 2. Employee's termination from employment shall be effective at
the close of business on the Effective Date. The EFFECTIVE DATE as used in this
Agreement means July 24, 2000.
Section 3. Employee agrees to release Veritas from certain claims he has
or may have against Veritas as of the date he signs this Agreement. The claims
he is releasing are the following:
o Any claims under any bonus or incentive plans except as otherwise
provided in Section 1 of this Agreement;
o Any claims arising under the Age Discrimination in Employment Act of
1967 as amended (29 U.S.C. Section 621, et seq.) (the Age
Discrimination in Employment Act of 1967 prohibits, in general,
discrimination against employees on the basis of age);
o Any claims arising under Title VII of the Civil Rights Act of 1964
as amended (42 U.S.C. Section 2000e, et seq.), or the Texas
Commission on Human Rights Act (Texas Labor Code Section 21.001, et
seq.) (both of these statutes, in general, prohibit discrimination
in employment on the basis of race, religion, national origin or
gender);
o Any claims arising under the Americans with Disabilities Act of
1990, as amended (42 U.S.C. Section 12101, et seq.) (the Americans
with Disabilities Act of 1990 prohibits, in general, discrimination
in employment on the basis of an employee's or applicant's
disability);
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o Any claims arising under Texas Labor Code Sections 451.001, et seq.
for retaliation or discrimination in connection with a claim for
workers' compensation benefits;
o Any claims for breach of contract by Veritas under the Employment
Agreement, wrongful discharge or constructive discharge; and
o Any claims under any other statutes prohibiting discrimination on
the basis of age, sex, national origin, citizenship, religion,
veteran status, or disability arising prior to the Effective Date.
The release contained in this Section 3 SHALL NOT affect any of the following:
o Employee's rights or benefits under Veritas' 401(k) retirement
savings plan, Veritas' Employee Stock Purchase Plan, or any pension
or retirement plan in which Employee is a participant on the
Effective Date (Employee's rights and benefits shall be determined
by the applicable plan documents);
o Employee's right to elect continued health and/or dental benefits
under the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA");
o Employee's rights to exercise any options to purchase Veritas DGC
Inc. common stock in accordance with the terms of the applicable
stock option grant;
o Employee's rights under the Restricted Stock Agreement (as defined
in the Employment Agreement) or any subsequent agreement granting
Employee restricted stock;
o Any other benefit to which Employee may be entitled under any other
health or benefit plan (in accordance with the applicable plan
documents);
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o Employee's rights under any workers' compensation statue (except as
otherwise specifically provided in this Section 3); under the Xxxxx
Act, 46 U.S.C. Appx. Section 688, as amended; general maritime law
or similar laws; and any other right Employee may have with respect
to personal injury;
o Employee's rights with respect to any claims for tortious action or
inaction of any sort, including but not limited to, negligence,
fraud, libel or slander, except as specifically provided in this
Section 3; or
o Any rights to indemnity to which Employee, as a former director,
officer or employee of Veritas, may be entitled under the
Certificate of Incorporation or Bylaws of Employer, any policy of
officers' and directors' liability insurance or any contract with
Veritas.
Section 4. Veritas and Employee agree that this Agreement is a binding
contract. The purpose of the Agreement is to compromise certain doubtful or
disputed claims, avoid litigation, and buy peace with respect to those claims.
Employee agrees that although Veritas is making payment to Employee in exchange
for a release of claims, Veritas does not admit any wrongdoing of any kind.
Section 5. Employee agrees to assist Veritas in defending any legal
proceedings against Veritas arising out of matters which occurred prior to the
Effective Date and Veritas agrees to reimburse Employee for his time and expense
or costs he may incur in that regard.
Section 6. Veritas agrees to release Employee from claims it has against
Employee as of the date of this Agreement in connection with his Employment
Agreement (other than any claims arising under Sections 3 and 6(a) of such
Agreement), or any other claim it may have
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against Employee in connection with his employment by Veritas or his position
with Veritas whether as a director, officer, employee or agent.
Section 7. This Agreement has been delivered to Employee on July 24, 2000.
Employee shall have twenty-one (21) calendar days from July 24, 2000 or until
the close of business on August 14, 2000 to decide whether to sign the Agreement
and be bound by its terms. In the event Employee has not signed and returned
this Agreement to Veritas on or before that date, this Agreement shall become
null and void. In addition, the parties agree that even after signing this
Agreement, Employee shall have the right to revoke or cancel it within seven (7)
calendar days after signing it. In the event Employee revokes his acceptance of
this Agreement, this Agreement shall become null and void.
Section 8. Employee acknowledges that he has read this Agreement. He
understands that, except for the exceptions enumerated in Section 3 above, this
Agreement will have the effect of waiving any contractual claim under his
Employment Agreement he may pursue against Veritas. This waiver also includes
claims for wrongful discharge, breach of the Employment Agreement, statutory
claims (as set forth in Section 3 hereof) for discrimination on the basis of
age, race, sex, national origin, citizenship, religion, veteran status, or
disability or any other similar claims arising prior to the Effective Date.
Section 9. Employee acknowledges that he makes this Release knowingly and
voluntarily.
Section 10. This Agreement constitutes the entire understanding between
Veritas and Employee with respect to the subject matter hereof.
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Section 11. This Agreement shall benefit and be binding upon Veritas and
its successors and assigns and Employee and his successors and legal
representatives. Employee shall not assign or attempt to assign any of his
rights under this Agreement.
Section 12. If a court determines that any provision of this Agreement is
invalid, the other provisions shall remain in effect.
Section 13. This Agreement shall be governed by, construed under, and
enforced in accordance with the laws of the State of Texas, not including,
however, its conflicts of law rules that might otherwise refer to the law of
another forum or jurisdiction.
THIS AGREEMENT IS SUBJECT TO ARBITRATION IN
ACCORDANCE WITH THE FOLLOWING SECTION
Section 14. Veritas and Employee agree to submit to final and binding
arbitration any and all disputes or disagreements concerning the interpretation
or application of this Agreement. Any such dispute or disagreement shall be
resolved by arbitration in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association (the "AAA
Rules"). Arbitration shall take place in Houston, Texas, unless the parties
mutually agree to a different location. Within 30 calendar days of the
initiation of arbitration hereunder, each party shall designate an arbitrator.
The appointed arbitrators shall then appoint a third arbitrator. Employee and
Veritas agree that the decision of the arbitrators shall be final and binding on
both parties. Any court having jurisdiction may enter a judgment upon the award
rendered by the arbitrators. In the event the arbitration is decided in whole or
in part in favor of Employee, Veritas shall reimburse Employee for his
reasonable costs and expenses of arbitration, including reasonable attorneys'
fees. Regardless of the outcome of
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the arbitration, Veritas shall pay all fees and expenses of the arbitrators and
all of Veritas' costs of arbitration.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the Effective Date.
VERITAS:
VERITAS DGC INC.
and subsidiaries
By: _______________________________
Xxxxx X. Xxxxxx
Vice President & Legal Counsel
NOTICE TO EMPLOYEE
BY SIGNING THIS DOCUMENT, YOU MAY BE GIVING UP IMPORTANT LEGAL RIGHTS. YOU ARE
ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING AND RETURNING THIS DOCUMENT
TO VERITAS.
EMPLOYEE:
___________________________________
Xxxxxxx X. Xxxxx
Date:______________________________
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