AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit
10.6
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment
Agreement (this “Agreement”) is made and entered into as of the 17th day of
August, 2010 (the “Effective Date”) by and between Xxxxxxxx Xxxxxxx (the
“Executive”) and Avatech Solutions, Inc., a Delaware corporation
(“Avatech”).
WHEREAS, Executive currently
serves as the President and Chief Financial Officer of Avatech, which service is
evidenced by an Employment Agreement dated as of May 26, 2006 (the “Original
Agreement”).
WHEREAS, Avatech and Executive
desire to amend and restate the terms of the Original Agreement, including
amendments to correct certain provisions relating to the payment of amounts of
deferred compensation subject to Section 409A of the Internal Revenue Code (the
“Code”) in accordance with Internal Revenue Service Notice 2010-6.
NOW, THEREFORE, in
consideration of the mutual covenants of the parties contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Avatech and Executive agree as follows:
1. Employment and
Duties. From and after the Effective Date, Executive shall continue to
serve as the President and Chief Financial Officer of
Avatech. Executive shall perform such duties as may be assigned to
him from time to time by the Chief Executive Officer of Avatech, and shall
report directly to the Chief Executive Officer. Executive shall use his best
efforts on a full time basis in the performance of his duties on behalf of
Avatech.
2. Compensation and
Benefits.
2.1 Salary. Executive’s
base annual salary (“Base Salary”) shall be $235,000, payable in accordance with
Avatech’s customary payroll policies in force at the time of
payment.
2.2 Incentive Compensation and
Bonuses. Prior to the end of each of Avatech’s fiscal years,
its management will recommend to the Compensation Committee of the Board of
Directors whether to pay to Executive additional compensation, and the
Compensation Committee shall determine if additional compensation shall be paid
to Executive, and if so, in what amounts. Such a determination by the
Compensation Committee shall be made in conjunction with its consideration of an
overall incentive compensation plan for senior management of
Avatech. The Compensation Committee may pay to Executive any or all
of the following: (a) incentive compensation based on Executive’s
achievement of specific goals or objectives developed by the Compensation
Committee, in an annual amount up to $50,000; (b) a bonus based upon outstanding
performance by the Executive; and (c) options to purchase Avatech’s common stock
under its equity compensation plans from time to time in effect, or
otherwise.
2.3 Annual
Review. Commencing with the beginning of the fiscal year of
Avatech beginning July 1, 2010, and on each July 1st
thereafter, the Board shall conduct an annual performance review of Executive
and, at that time, consider increases in Executive’s base
compensation.
2.4 Benefits. Executive
shall be entitled to participate in Avatech’s standard benefits provided to
other management level employees of Avatech, as established or modified by
Avatech from time to time, including but not limited to life insurance, health
insurance, and dental insurance, to the extent not provided to Executive from
another business or corporation.
2.5 Vacation. Executive
shall be entitled to four calendar weeks of vacation during each fiscal year of
Avatech, which vacation weeks shall not accrue if they are not
used.
2.6 Business
Expenses. Pursuant to Avatech’s customary policies in force at
the time of payment, Executive shall be promptly reimbursed, against
presentation of vouchers or receipts, for all authorized expenses properly
incurred by him in the performance of his duties hereunder.
3. Term and
Termination.
3.1 Term. This Agreement
shall have a term beginning on the Effective Date and ending on the date of a
Termination for Cause (as defined in Section 3.2) or the date of a Termination
Other than for Cause (as defined and described in Section 3.3), whichever shall
first occur.
3.2 Termination for
Cause. Executive shall be entitled to payment of his Base
Salary earned, accrued bonus earned (if any), and benefits existing at the time
of termination of his employment if such termination is a Termination for
Cause. “Termination for Cause” means one or more of (a) the
termination of employment by Executive that does not constitute a “Termination
Other Than for Cause” (as defined in Section 3.3); (b) death of Executive; (c)
Executive having been unable to render services required of him hereunder for a
consecutive period of six months or for any period in the aggregate of six
months in any 12-month period because of a serious and continuing health
impairment, which impairment will most likely result in Executive’s continued
inability to render the services required of him hereunder; (d) Executive’s
misappropriation of corporate funds; (e) Executive’s conviction of a felony; (f)
Executive’s conviction of any crime involving theft, dishonesty, or more
turpitude; (g) Executive’s failure to devote substantially his full business
time and attention to Avatech as provided in Section 1 hereof; (h) Executive’s
willful violation of directions of the Board of Directors of Avatech which are
consistent with Executive’s duties as President and Chief Financial Officer; (i)
falsification of any material representation made by Executive to Avatech; (j)
verifiable evidence that Executive has engaged in sexual harassment of a nature
that could give rise to liability on the part of Avatech; and (k) the commission
by Executive of a material breach of the terms of this Agreement; provided, however, that any
condition or occurrence specified in items (c), (d), (g), (h), (i), (j) or (k)
of this Section 3.2 shall be deemed to exist only upon a finding by a majority
vote of the entire Board of Directors of Avatech (and not merely a committee
thereof), after at least 10 days’ written notice to Executive specifying the
condition or occurrence proposed to be claimed and after an opportunity for
Executive to be heard at a meeting of such Board of Directors.
2
3.3 Termination Other Than for
Cause. If (a) Avatech terminates Executive’s employment and
such termination is not a Termination for Cause or (b) Executive terminates his
employment for “Good Reason” (as defined in Section 3.5), such termination shall
constitute a “Termination Other Than for Cause” and, subject to Section 3.7,
Executive shall be entitled to payment of his Base Salary and other benefits
existing at the time of such termination (a) in the event such termination
occurs at any time prior to June 30, 2011, for a period of 24 months thereafter,
or (b) in the event such termination occurs at any time on or after June 30,
2011 but before June 30, 2012, for a period of months equal to 12 plus the
number of full months remaining before July 1, 2012, or (c) in the event such
termination occurs at any time on or after June 30, 2012, for a period of 12
months thereafter, with all such payments to be made periodically pursuant to
Avatech’s policies in force at the time of payment, provided, however, that
Avatech shall not be obligated to continue any benefit if the plan or policy
under which such benefit is provided limits the provision of the benefit to
full-time employees of Avatech, or if the validity of the plan or policy would
be adversely impacted by the continuation of the benefit, and further provided that
Executive satisfies the conditions set forth in the next
sentence. The parties agree that Executive shall not be eligible for
the payments set forth in this Section 3.3 unless and until Executive has first
satisfied the following conditions: (i) compliance through the date of execution
of the Release (defined below) with Executive’s obligations under this
Agreement; and (ii) execution and delivery on or before the 21st day
after the date of termination of a waiver and release of claims in favor of
Avatech related to Executive’s employment with Avatech substantially in the form
set forth in Exhibit
A attached hereto (the “Release”). Subject to the satisfaction
of the foregoing conditions, such payments shall commence on the 28th day
following the date of termination (assuming no revocation of the
Release). Avatech shall be entitled to terminate payments under this
Section 3.3 in the event Executive fails to continue to comply with his
obligations under this Agreement and the Release. For purposes of
clarity, notwithstanding that Executive may have more than one basis for a
Termination Other Than for Cause (e.g., under Section 3.4 and 3.5), Executive
shall be entitled to only one set of payments, as set forth in this Section
3.3.
3.4 Change in
Control. If, upon a Change in Control not involving RAND
Worldwide, Inc., Executive elects to resign, such resignation shall be treated
as a Termination Other Than for Cause, as if the termination occurred on or
after June 30, 2012, under Section 3.3(c). As used in this Agreement,
“Change in Control” shall mean (a) a dissolution or liquidation of Avatech; (b)
a merger of consolidation in which Avatech is not the surviving corporation or
the party to the merger or consolidation whose shareholders do not own 50% or
more of the voting stock of the resulting corporation; or (c) the acquisition of
more than 50% of the outstanding voting stock of Avatech by any person, or group
of persons acting in concert, in a single transaction or series of
transactions.
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3.5 Good
Reason. For purposes of this Agreement, the term “Good Reason”
shall mean the occurrence or existence of one or more of the following
conditions, without the consent of Executive: (a) a material
diminution in Executive’s Base Salary, except any diminution made pursuant to a
broad-based, executive-wide salary reduction program adopted by the Board of
Directors shall not be deemed “material”; (b) a material diminution in
Executive’s authority, duties, or responsibilities with Avatech without any
of the causes set forth in Section 3.2(b) through (k); (c) a material change in
the permanent geographic location at which Executive must perform his services
hereunder by more than 25 miles; (d) any other action or inaction that
constitutes a material breach by Avatech of this Agreement; provided, however, that there
shall not be Good Reason unless the Executive has first given written notice to
Avatech specifying in reasonable detail the circumstances which Executive
believes gives rise to Good Reason within 30 days of the initial existence of
the Good Reason and Avatech shall have failed to remedy such Good Reason within
30 days of its receipt of such notice (the “Remediation
Period”). Avatech shall notify Executive within 15 days of receipt of
the notice whether it agrees or disagrees with Executive’s determination that
the event specified in the notice constitutes Good Reason and whether it will
exercise, or waive, its right to remedy the condition within the Remediation
Period. If Avatech waives its right to remedy the condition, or if
Avatech attempts to remedy the condition but Executive notifies Avatech in
writing within seven days of the close of the Remediation Period (including any
extension of the Remediation Period that the parties may agree to in writing)
that the remediation is not satisfactory, then Executive may terminate his
employment for Good Reason as of the date of such notice (or such later date as
the Executive and Avatech may mutually agree in writing) so long as Good Reason,
as defined herein, continues to exist; provided, however, that
Executive’s termination of employment under this Section 3.5 shall in no event
take place later than six months following the initial existence of the
circumstances giving rise to Good Reason.
3.6 Meaning of
Termination. For purposes of this Agreement, the term
“termination of employment” and words of similar import mean, for purposes of
any payments under this Agreement that are payments of deferred compensation
subject to 409A of the Code, the Executive’s “separation from service” as
defined in Section 409A of the Code.
3.7 Compliance with Section 409A
of the Code. If a payment obligation under this Agreement
arises on account of Executive’s termination of employment while Executive is a
“specified employee” (as defined under Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), and determined in good faith by Avatech), any
payment of “deferred compensation” (as defined in Treasury Regulation Section
1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation
Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six
(6) months after such termination of employment shall accrue with interest and
be paid together with the accrued interest within 15 days after the later
of: (a) the end of the six-month period beginning on the date of such
termination of employment; or (b) the date that is 18 months after the Effective
Date. In the event of the death of Executive prior to the date
payments are required to commence in accordance with the previous sentence,
payment, with accrued interest, shall be made in a lump sum within 15 days after
the appointment of the personal representative or executor of Executive’s estate
following his death. For purposes of this section, interest shall
accrue at the prime rate of interest published in the northeast edition of The
Wall Street Journal on the date of Executive’s termination of
employment.
4. Withholding of
Taxes. All compensation and benefits payable to Executive
pursuant to this Agreement shall be subject to all applicable tax withholding
requirements.
4
5. Confidential
Information.
5.3 Definition of Confidential
Information. For purposes of this Agreement, the term
“Confidential Information” means that secret, proprietary information of Avatech
not otherwise publicly disclosed (whether or not discovered or developed by
Executive) and known by Executive as a consequence of Executive’s employment
with Avatech or as a consequence of Executive’s position as a director of
Avatech. Without limiting the generality of the foregoing, such proprietary
information shall include information not generally known in the industry or
related industries which concerns customer lists; computer programs and
routines; the identity of specialized consultants and contractors and
confidential information developed by them for Avatech; operating and other cost
data, including information regarding salaries and benefits of employees; cost
and pricing data; acquisition, expansion, marketing, financial, strategic, and
other business plans; Avatech manuals, files, records, memoranda, plans,
drawings and designs, specifications and computer programs and records; and all
information that is a “trade secret” as defined in the Uniform Trade Secrets
Act.
5.4 Confidential
Information. During Executive’s employment with Avatech,
Executive shall have access to and become familiar with Confidential Information
of Avatech. Executive acknowledges that such Confidential Information is owned
and shall continue to be owned solely by Avatech. During the term of Executive’s
employment with Avatech and after termination of such employment for any reason,
Executive shall not use or divulge Confidential Information to any person or
entity other than Avatech, or persons to whom Avatech has given its written
consent, unless such information has become publicly available and is not longer
Confidential Information.
5.5 Return of
Documents. Upon termination of Executive’s employment with
Avatech for any reason, all procedural manuals, guides, specifications, plans,
drawings, designs, records, lists, notebooks, software, diskettes, customer
lists, pricing documentation and other property which is or contains
Confidential Information, including all copies thereof, in the possession or
control of Executive, whether prepared by Executive or others, shall be
forthwith delivered by Executive to Avatech.
6. Covenants Not to
Compete.
6.3 Restrictive
Covenant. Avatech and Executive agree and acknowledge that
Avatech has legitimate business interests to support the restrictive covenants
set forth hereinafter, including, but not limited to, trade secrets,
Confidential Information that otherwise does not qualify as trade secrets, and
Executive’s substantial relationships with prospective or existing customers.
Executive covenants and agrees that during Executive’s employment with Avatech
and for a period of one year following Executive’s cessation of employment for
any reason, Executive shall not in any manner start or join any business which,
as of or after the date of this Agreement, enters into a line of business or is
engaged in a line of business that is a line of business conducted by
Avatech. This Section 5.1 shall prevent Executive, directly or
indirectly, on Executive’s own behalf or as an executive, officer, employee,
agent, director, partner, consultant, lender, or advisor, from forming, owning,
joining, controlling, financing, or otherwise participating in the ownership or
management of or being otherwise affiliated with any person or entity engaged in
the type of business prohibited by this Section. Executive shall not permit any
person or entity (other than Avatech) of which Executive is a shareholder,
partner or director, or in which Executive has an ownership interest, to engage
in any type of business prohibited by this Section. Notwithstanding any other
provision herein to the contrary, the parties agree that Executive may invest
Executive’s personal, private assets as a passive investor in not more than one
percent of the total outstanding shares of any publicly traded company engaged
in a competing business, so long as Executive does not participate in the
management or operations of such company.
5
6.4 Solicitation of
Employees. During the one-year period following Executive’s
cessation of employment for any reason, Executive shall not, without the prior
written approval of the Chairman of the Board of Directors of Avatech, directly
or indirectly solicit, raid, entice, or induce any person who is, or was at any
time within six months prior to such cessation, an employee of Avatech, to
become employed by any other person, firm, or corporation in any business which
is in any manner in competition with Avatech. Furthermore, Executive
shall inform Avatech in writing if any other person employed by Avatech contacts
Executive for the purpose of seeking employment during such one year
period.
6.5 New
Developments. Executive agrees that, with respect to his work
for Avatech, any developments made by Executive or under Executive’s direction
in connection with the work of Avatech shall be the sole and absolute property
of Avatech, and that any and all copyrights, patent rights, and other
proprietary rights therein shall belong to Avatech. Executive shall cooperate
with Avatech and execute any documents prepared by Avatech to secure or protect
any such rights.
7. Representations of
Executive. Executive hereby represents and warrants that he
has the unrestricted right to accept employment with Avatech on the terms and
conditions set forth herein and to execute and perform this Agreement without
being in conflict with any other agreement, obligation or understanding with any
third party. Executive represents that he is not bound by any agreement or by
any other existing or previous business relationship which conflicts with, or
may conflict with, the performance of his obligations hereunder, or prevent the
full performance of his duties and obligations hereunder.
8. Notices. Any
notice permitted or required to be given under this Agreement shall be
sufficient if in writing and delivered personally or by certified mail, return
receipt requested, if to Executive, to Xx. Xxxxxxxx Xxxxxxx at his residence
address as reflected in Avatech’s payroll records, and if to Avatech, to the
attention of the Chairman of the Board at Avatech’s principal corporate office
address. A party may change his or its address for receipt of notices
by complying with this Section.
9. Entire
Agreement. This Agreement contains the entire understanding of
the parties in respect of its subject matter and supersedes all prior agreements
and understandings between the parties with respect to such subject
matter. Avatech and Executive agree to execute any and all amendments
to this Agreement permitted under applicable law that Avatech’s legal counsel
determines to be necessary to ensure compliance with the distribution provisions
of Section 409A of the Code or to otherwise ensure that this Agreement complies
with Section 409A of the Code.
6
10. Amendment;
Waiver. This Agreement may not be amended, supplemented,
canceled or discharged except by a written instrument executed by the party
affected thereby. No failure to exercise, and no delay in exercising, any right,
power or privilege hereunder shall operate as a waiver thereof. No
waiver of any breach of any provision of this Agreement shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other
provision.
11. Binding Effect;
Assignment. The rights and obligations set forth in this Agreement shall
bind and inure to the benefit of any successor of Avatech by reorganization,
merger or consolidation, or any assignee of all or substantially all of
Avatech’s business and properties. Executive’s rights or obligations hereunder
may not be assigned by Executive, except that upon Executive’s death, all rights
to compensation hereunder shall pass to Executive’s executor or
administrator.
12. Headings. The
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.
13. Governing Law:
Interpretation. This Agreement shall be construed in
accordance with, and governed by, the laws of the State of Maryland and, to the
extent it involves any United States statute, by the laws of the United
States. This Agreement is intended to comply with, or otherwise be
exempt from, Section 409A of the Code and any regulations and Treasury guidance
promulgated thereunder. If Avatech determines in good faith that any
provision of this Agreement would cause the Executive to incur an additional
tax, penalty, or interest under Section 409A of the Code, then Avatech and the
Executive shall use reasonable efforts to reform such provision, if possible, in
a mutually agreeable fashion to maintain to the maximum extent practicable the
original intent of the applicable provision without violating the provisions of
Section 409A of the Code or causing the imposition of such additional tax,
penalty, or interest under Section 409A of the Code.
14. Further
Assurances. Each of the parties agrees to execute,
acknowledge, deliver and perform, or caused to be executed, acknowledged,
delivered and performed, at any time and from time to time, all such further
acts, documents, transfers, conveyances, or assurances as may be necessary or
appropriate to carry out the provisions or intent of this
Agreement.
15. Severability. If
any one or more of the terms, provisions, covenants, or restriction contained in
this Agreement shall be determined by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
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[SIGNATURE
PAGE]
IN WITNESS WHEREOF, the parties hereto
have entered into this Agreement as of the day and year first above
written.
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AVATECH
SOLUTIONS, INC.
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By:
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/s/ Xxxxxx Xxxxx
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Name:
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Xxxxxx
Xxxxx
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Title:
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Chief
Executive Officer
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/s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx
Xxxxxxx
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8
Exhibit
A
Form of Release
[DATE]
Board of
Directors
Avatech
Solutions, Inc. (the “Company”)
Except as
set forth in the Amended and Restated Employment Agreement by and between myself
and the Company dated as of August __, 2010 (the “Employment Agreement”), I am
entitled to no severance or termination payment or benefits. I have
been notified of my right to review this letter release (this “Letter”) with
counsel, and I have received, if I so chose, legal advice concerning this
release.
General Release. In
consideration of the benefits and consideration set forth in the Employment
Agreement by and between myself and the Company, the sufficiency of which is
acknowledged by me, I for myself, and for executors, heirs, administrators,
assigns, and anyone else claiming by, through or under me, irrevocably and
unconditionally, release, remise and forever discharge the Company, its
subsidiaries, and its and their present and former agents, servants, employees,
officers, directors, stockholders, successors and assigns (collectively, the
“Releasees”) from, and with respect to, any and all debts, demands, actions,
complaints, charges, causes of action, suits, covenants, contracts, wages,
bonuses, damages and any and all claims, demands, liabilities and expenses
(including attorneys’ fees and costs) whatsoever of any name or nature both in
law and in equity (collectively “Claims”) which I now have or ever had or may in
the future have or assert against the Company or any of the Releasees, for or by
reason of any matter, cause or thing whatsoever which has happened, developed or
occurred on or before the date hereof (except for claims for severance under the
Employment Agreement), including, without in any way limiting the generality of
the foregoing any Claim that I might otherwise have: (i) for tort or contract,
or relating to salary, wages, bonuses, severance, commissions, stock, and stock
options, the breach of any oral or written contract or promise,
misrepresentation, defamation, and interference with prospective economic
advantage, interference with contract, intentional and negligent infliction of
emotional distress, negligence, breach of the covenant of good faith and fair
dealing, medical, disability or other leave; (ii) arising out of, based on, or
connected with my employment, including terms and conditions of employment, by
the Company and the termination of that employment, including but not limited to
claims arising under Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, and any
other claims alleging retaliation of any nature; (iii) in any way related to
stock options vesting or exercise, for alleged securities violations; or (iv)
for unlawful employment discrimination of any kind, including discrimination due
to age, sex, disability or handicap, including failure to offer reasonable
accommodations, race, color, religion, pregnancy, sexual orientation, national
origin, or sexual or other unlawful harassment arising under or based on Title
VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act of 1967 (“ADEA”), as amended, the Americans with Disabilities Act
(“ADA”), the Equal Pay Act of 1963, the Fair Labor Standards Act of 1938, the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Family and
Medical Leave Act, the United States Constitution, including any right of
privacy thereunder, and any other state or federal equal employment opportunity
or anti-discrimination law, policy, order, regulation or guidelines affecting or
relating to Claims or rights of employees. I further agree not to
institute any Claim to challenge the validity of this Letter or the
circumstances surrounding its execution. This is a general release,
including a waiver for any Claims of age discrimination under federal and state
statutes, such as the ADEA.
Covenant Not to
Xxx. I represent and warrant that I have not filed any Claims
against the Company or any of the Releasees with any local, state or federal
court or administrative agency. I agree and covenant not to xxx or
bring any Claims against the Company or any of the Releasees with respect to any
matters arising out of or relating to my employment with the Company or
separation from the Company, or any Claims that as a matter of law cannot be
released, such as under workers’ compensation, for unemployment benefits or any
Claims related to the Company’s future involvement with, if any, my
401(k)/retirement plans with the Company. Except as set forth herein,
in the event that I institute any such action, that Claim shall be dismissed
upon presentation of this Letter and I shall reimburse the Company for all legal
fees and expenses incurred in defending such Claim and obtaining its
dismissal.
Exclusion. Nothing
in this Letter shall preclude me from filing a charge or complaint, including a
challenge to the validity of this Letter, with the Equal Employment Opportunity
Commission, or any state anti-discrimination agency or from participating or
cooperating in any investigation or proceeding conducted by any of such
agencies. In the event that a charge or complaint is filed with any
administrative agency by me or on my behalf or in the event of an authorized
investigation, charge or lawsuit filed by any administrative agency, I expressly
waive and shall not accept any monetary award or damages, costs or attorneys’
fees of any sort arising therefrom against the Company or any of the
Releasees. I acknowledge and agree that my separation from employment
with the Company in compliance with the terms of the Employment Agreement shall
not serve as the basis for any claim or action (including, without limitation,
any claim under ADEA).
Waiting Period. I
understand that I have a period of up to 21 days to consider this Letter and
that I have been advised to speak with an attorney. I agree this
Letter is written in a manner that I understand what I am
releasing. I understand that this release must be signed no later
than ______________ in order for me to be entitled to the benefits given under
it. I agree that upon signing this Letter, I become bound by its
terms unless I revoke this Letter. I understand I may revoke this
Letter within seven days after signing it; and that unless I so revoke it, this
Letter and the release herein will be fully effective seven days after I have
signed it. Once this Letter is fully effective, the severance pay
will be made pursuant to the terms of the Employment Agreement.
Non-Disparagement. I
shall not knowingly make any statement, take any action, or conduct myself in
any way that I have reason to believe may adversely affect the reputation of, or
goodwill towards, the Company. Nothing herein will limit me from responding or
advocating a position in a legal proceeding, or as a matter of law, or as
compelled by subpoena or legal process.
Yours
truly,
Xxxxxxxx
Xxxxxxx
A-2
