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Exhibit 10-2
[AS AMENDED JANUARY 23, 1998]
December 24, 1997
Xx. Xxxxxxx X. Xxxxxx
1158 Hidden Ridge
Apartment 2311
Xxxxxx, Xxxxx 00000
Dear Dick:
As we discussed, I want to provide you with an appropriate
transition arrangement prior to your scheduled separation and to enter into a
consulting arrangement with you in accordance with the terms set forth below.
This agreement ("Letter Agreement") supersedes any other agreements you may have
with GTE (as defined below) or may have received from GTE with regard to the
subject matter contained herein, including but not limited to the letter dated
August 13, 1997. The terms of this Letter Agreement are as follows:
A. RESIGNATION FROM EMPLOYMENT
1. RESIGNATION - Effective July 31, 1997, you irrevocably
resign from your position as Vice President and General Counsel - GTE Telephone
Operations. Effective no later than December 31, 1997, you also irrevocably
resign from any officer, director, or other positions you hold for GTE
Corporation or any affiliate of GTE Corporation (collectively referred to in
this Letter Agreement as "GTE") and from any internal or external Boards where
you represent GTE effective as of that date.
2. SPECIAL ASSIGNMENT - From August 1, 1997 through June 30,
1998 ("Special Assignment Period"), you will continue on the GTE Service
Corporation (the "Company") payroll as an active employee in your new special
assignment as Vice President and Associate General Counsel, reporting to me or
my successor or designee. During the Special Assignment Period, you will work on
special projects as assigned by me or my successor or designee. In addition,
during the Special Assignment Period, you will continue to receive your base
salary as in effect on July 31, 1997 and will receive all benefits that active
employees receive, except that your EIP and LTIP participation will be governed
by the terms of this Letter Agreement. Except as otherwise expressly provided
herein, all perquisites provided by the Company will cease at the end of the
Special Assignment Period. In the event the Company offers any new employee
plans, any new, enhanced, or supplemental executive plans, or, except as
expressly provided herein, any new grants, awards, or benefits under existing
executive plans on or after July 31, 1997, you will not participate in such
plans or receive such grants, awards, or benefits. You irrevocably resign from
employment with GTE and the position of Vice President and Associate General
Counsel effective June 30, 1998. During and after the Special Assignment Period,
you will not seek reinstatement, recall, or future or other employment with GTE.
3. SEPARATION BENEFITS - At the conclusion of the Special
Assignment Period, you will separate from employment with the Company and you
will be eligible for separation benefits pursuant to the Company's Involuntary
Separation Program ("ISEP") or its equivalent as then in effect, subject to any
applicable release requirements.
4. EIP AWARDS - You will participate in the Executive
Incentive Plan ("EIP") at a Salary Grade Xxxxx 00 for the full 1997 Plan Year
and one half (1/2) of the 1998 Plan Year in accordance
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December 24, 1997
Page 2
with the terms of the EIP. Your 1997 EIP award and pro-rated 1998 EIP award will
be the same as the average EIP rating for the Company's Legal Department for
each such year. You will not participate in EIP for the 1999 Plan Year or
thereafter. All EIP awards will be subject to approval by the GTE Corporation
Executive Compensation and Organizational Structure Committee ("ECC"). The EIP
awards will be payable at the same time EIP awards are payable to other EIP
participants. You will be eligible to defer, and thus receive a match pursuant
to the Equity Participation Program ("EPP"), only those of your EIP awards
payable while you are still employed by GTE (in this case, only the 1997 Plan
Year award). Note that the ECC reserves the right not to approve EIP awards in
1997 and/or 1998, and, if so, you will be treated in the same manner as other
executives at your salary level.
5. LTIP - Subject to ECC approval, in the spring of 1998, you
will be eligible for a standard grant of Stock Options, and you also will be
eligible for a Performance Bonus Award for the 1998-2000 award cycle under the
GTE Long-Term Incentive Plan ("LTIP"). You will not receive grants of Stock
Options or Performance Bonus Awards under LTIP after the initial spring of 1998
grants. Your outstanding Stock Options will vest immediately upon your
separation at the end of the Special Assignment Period (subject to applicable
release requirements), and you will have until the earlier of: (i) five years
from your date of separation or (ii) the expiration date of the Option to
exercise those Stock Options ("Special Exercise Period"). The Special Assignment
Period will be counted for prorating your existing Performance Bonus Awards. As
such, your participation in LTIP Performance Bonus Cycles will be as follows:
1995-1997 (Full Participation), 1996-1998 Cycle (30/36 Participation), 1997-99
(18/36 Participation), and 1998-2000 (6/36 Participation). You will not receive
any Performance Bonus Award in 1999 or thereafter. Achievement of targets,
determination of the amount of Performance Bonus Awards, and determination of
the number of shares covered by your grant of Stock Options will be established
in the sole discretion of the ECC. Each Performance Bonus Award will be payable
at the same time LTIP awards are payable to other LTIP participants. You will be
eligible to defer, and thus receive a match pursuant to the EPP, only those of
your LTIP Performance Bonus Awards payable while you are still employed by GTE
(in this case, only the 1995-97 Performance Bonus Award). For purposes of this
Letter Agreement, your 1998 Stock Option and Performance Bonus Award grants are
collectively referred to as "LTIP Grants." Note that the ECC reserves the right
not to make Stock Option or Performance Bonus Awards in 1998, and, if so, you
will be treated in the same manner as other executives at your salary level.
6. RELEASE - In order to receive full Separation Benefits
(including but not limited to full ISEP and the Special Exercise Period
described in paragraph 5 above) and the 1998 EIP Award, and in order for your
participation in the LTIP Performance Bonus Award Cycles to be as described in
paragraph 5 above, you will be required to sign a release upon the expiration of
the Special Assignment Period.
7. VACATION - At the end of the Special Assignment Period, you
may elect to take the remainder of your banked/accrued but unused vacation in a
lump sum. In the alternative, you may elect to use your banked/accrued but
unused vacation to extend your last day as an active employee on payroll;
provided that any such extension shall not affect the payment or pro-ration of
your EIP and LTIP awards as set forth in paragraphs 4 and 5 above.
8. MISCELLANEOUS BENEFITS - During the Special Assignment
Period, you will be entitled to the same level of executive perquisites as other
similarly situated executives in Dallas are accorded, and you will also be
entitled to office space at a location to be determined by GTE in its sole
discretion. After the end of the Special Assignment Period, the Company will pay
for tax preparation services for you for the 1998 calendar year, which would be
paid in 1999, up to a maximum of $3,000. The benefits
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December 24, 1997
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described in this paragraph A.8 are collectively referred to in this Letter
Agreement as miscellaneous benefits ("Miscellaneous Benefits").
9. CIRCUMSTANCES WHEN ABOVE PAYMENTS/BENEFITS WILL NOT BE PAID
- In the event any of the following occur prior to the expiration of the Special
Assignment Period (or if applicable after the expiration of the Special
Assignment Period), you will cease to receive any further salary, the Special
Exercise Period will not apply, you will not receive any EIP Payments, LTIP
Grants, payment of Performance Bonus Awards, Separation Benefits (including but
not limited to ISEP), Miscellaneous Benefits, or any other benefits or payments,
and you will not be required to perform, and will not be paid for, any
consulting services:
o you voluntarily terminate your employment for any reason;
o your employment is terminated for cause as determined by
me or my successor or designee; or
o you violate any of the terms of the attached Separation
Agreement and General Release (including but not limited
to the provisions regarding confidentiality and non-
embarrassment) or the non-compete provisions of paragraphs
A.10 and B.7 of this Letter Agreement.
In the event that you die or become disabled (within the
meaning of GTE's Long-Term Disability Plan) during the Special Assignment
Period, all further salary will cease, your eligibility for the Miscellaneous
Benefits will cease, your EIP Payments and Performance Bonus Awards will be
pro-rated to the date of your death or disability (but will not be paid until
the date they otherwise would have been paid had you not died or become
disabled), the Special Exercise Period will not apply, your Separation Benefits
(including but not limited to ISEP) will be treated in accordance with the terms
of the relevant plans or policies, your eligibility for the LTIP Grants will be
determined in accordance with the relevant plan provisions, and you will not be
required to perform, and will not be paid for, any consulting services.
10. MISCELLANEOUS - Since you will remain a GTE employee until
the end of the Special Assignment Period, you will remain subject to all GTE
policies, including but not limited to GTE's policies relating to
non-competition and disclosure of confidential information. You shall be
responsible for the payment of all applicable taxes relating to the benefits
described in Paragraph A of this Letter Agreement, including but not limited to
taxes as a result of ISEP or any ISEP equivalent payment.
B. CONSULTING ARRANGEMENT
1. CONSULTING PERIOD. You will serve as a non-employee
consultant for the period July 1, 1998 through June 30, 2000 (the "Consulting
Period"). During the Consulting Period and thereafter, you will not be entitled
to any benefits provided by GTE to its active employees and, by signing below,
you acknowledge and agree that you shall not be entitled to any such benefits
and effectively waive participation in any such benefits.
2. CONSULTING SERVICES. During the Consulting Period, you will
perform special projects as assigned by me or my successor or designee. All
required services will be performed by you. You will be free at all times to
arrange the time and manner of performance of the consulting services to be
rendered hereunder and will not be expected to maintain or observe a schedule of
duties or assignments. You will not report to the Company on any regular basis,
but will
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December 24, 1997
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work as you may independently decide. You will not be required to provide
consulting services to the Company for more than 30% of the regularly scheduled
working days in any calendar year during the term of this Letter Agreement. The
Company is entering into this arrangement with the understanding that the
performance of your services will be subject to the non-compete provisions of
paragraph B.7 below. During the Consulting Period and thereafter, you may, in
your discretion, provide services to others without being constrained by your
obligations under this Letter Agreement, provided only that such services do not
prevent you from providing the consulting services required under this Letter
Agreement, and provided further that such services to others do not cause you to
violate your obligations regarding non-competition, confidentiality, and
intellectual property rights as described in this Letter Agreement and the
attached Separation Agreement and General Release.
3. COMPANY CONTACT. I or my successor or designee will be your
contact at the Company during the Consulting Period and will be responsible for
coordinating your assignments. All services must be performed to my satisfaction
or to the satisfaction of my successor or designee.
4. CONSULTING FEES. You will be paid $164,000 per year for
your consulting services during the Consulting Period, payable in equal
quarterly installments of $41,000 in arrears. You also will be entitled to be
reimbursed for reasonable travel expenses you incur in the performance of
consulting services for the Company as approved by me or my successor or
designee. Please submit quarterly invoices to me or to my successor or designee
for payment. You will be paid the full amount of your annual consulting fees
during the Consulting Period whether or not you actually perform consulting
services for the Company.
5. PERFORMANCE OF CONSULTING SERVICES. As a non-employee
consultant, the Company does not retain or exercise the right to direct,
control, or supervise you as to the details and means by which the consulting
services contracted for are accomplished. You and the Company agree that, as a
non-employee consultant, you will serve as an independent contractor in the
performance of your duties under this Letter Agreement. As a result, you will be
responsible for payment of all taxes and expenses incurred arising out of the
payments under the Letter Agreement for your activities as a non-employee
consultant in accordance with this Letter Agreement, including but not limited
to, federal and state income taxes, social security taxes, unemployment
insurance taxes, and any other taxes or business license fees as required.
Moreover, you agree that, except as authorized by the Company, you will not
represent directly or indirectly that you are an agent or legal representative
of the Company, nor will you incur any liabilities or obligations of any kind in
the name of or on behalf of the Company, other than those specifically made or
approved as part of this Letter Agreement.
6. OFFICE SPACE. You are responsible for securing your own
office space, office equipment, and clerical support services during the
Consulting Period, but visiting office space and appropriate office equipment
will be provided to you if you are meeting with individuals at GTE's offices.
7. NON-COMPETE PROVISIONS. As a non-employee consultant, you
agree that, among other policies and guidelines, the GTE Conflict of Interest
Guidelines and the Business and Scientific Information Policy or replacement
policies will apply to you. In addition, you agree not to
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December 24, 1997
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engage directly or indirectly in a Competitive Business during the Consulting
Period, unless the Company approves such an arrangement in writing in advance.
For purposes of this paragraph B.7, a "Competitive Business" is any
inter-exchange carrier (such as MCI Communications Corporation, Sprint
Corporation, AT&T Corp., WorldCom, Inc., LCI International, Inc., and Cable &
Wireless PLC) and its Affiliates, any local exchange carrier (such as any
Regional Xxxx Operating Company ("RBOC") and British Telecommunications PLC) and
its Affiliates, or any of the following companies and their Affiliates: Digex,
Incorporated, Qwest Communications International Inc., Netscape Communications
Corporation, Cisco Systems, Inc., Ascend Communications, Inc., Airtouch
Communications, Inc., NEXTEL Communications, Inc., and Teleport Communications
Group, Inc. An Affiliate for purposes of this paragraph B.7 shall mean any
entity, whether or not incorporated, (i) in which a Competitive Business has
equity ownership of 10% or more, or (ii) which provides goods or services
(including but not limited to software, processing, switching, marketing, or
consulting) to a Competitive Business to materially compete with GTE.
You acknowledge that the obligations imposed on you pursuant
to this paragraph B.7 are reasonable in their nature, scope and duration and
will not deprive you of the opportunity to earn a livelihood. During and after
the Consulting Period, you also will remain subject to those GTE policies which
apply following termination of service.
Subject to paragraph B.8, in consideration of your compliance
with the provisions of this paragraph B.7, the Company will pay to you $25,000
per quarter payable in arrears, commencing with the quarter beginning July 1998
and ending with the quarter ending June 2000 (or such later date as the parties
may agree in writing). If you fail to comply with the provisions of this
paragraph B.7, you will forfeit your right to receive the payments described in
this paragraph B.7.
8. EARLY TERMINATION OF CONSULTING SERVICES. In the event any
of the following occurs during the Consulting Period, this Letter Agreement will
terminate immediately, and, except as provided in the immediately succeeding
sentence, you will not be entitled to any further payments under paragraphs B.4
or B.7: you violate any of the provisions of this Letter Agreement or the
Separation and General Release referred to below; you die; you become disabled;
or you fail to provide services under this Letter Agreement to the satisfaction
of the Company. Of course you will be entitled to payment of amounts due
pursuant to paragraphs B.4 and B.7 with respect to that portion of the quarter
prior to the termination of your consulting services in an amount equal to the
payment due for the quarter multiplied by a fraction, the numerator of which is
the number of days in the quarter prior to the termination of your consulting
services and the denominator of which is 90.
C. GENERAL PROVISIONS
1. CONFIDENTIALITY. You agree that any information you receive
or acquire during the performance of your obligations in accordance with this
Letter Agreement or have received or acquired from your prior employment with
GTE will be treated by you in the strictest confidence and will not be disclosed
to or used for the benefit of any persons, firms or organizations. This
provision will survive the termination of this Letter Agreement.
2. GTE AS EXCLUSIVE OWNER OF WORK PRODUCT. You agree that GTE
will be the exclusive owner of all works conceived or first produced by you
within the scope of your prior
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December 24, 1997
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employment with GTE or pursuant to or related to this Letter Agreement and your
services as a consultant, including that GTE will be the exclusive owner of all
copyrights and other intellectual property rights in or based upon such works.
With regard to such copyrightable works, you agree that GTE will be the "person
for whom the work is prepared" and that GTE will be the exclusive work-for-hire
author under the copyright laws of the United States. In addition, you agree to
and to hereby assign exclusively to GTE such works, copyrights and other
intellectual property rights. This provision will survive the termination of
this Letter Agreement.
The arrangements described above are contingent upon your
executing the attached Separation Agreement and General Release (the "Release").
As you know, you were given a version of this Letter Agreement dated October 16,
1997 and, therefore, you have been given twenty-one days to sign the Release
(with a seven-day period to revoke) as required by law. Although not legally
required, we have determined to give you an additional twenty-one day period
commencing as of December 24, 1997 (with a seven-day period to revoke) to sign
the Release. Since the December 24, 1997 version of this Letter Agreement has
been modified based on requests you have made, you continue to have twenty-one
days from December 24, 1997 to sign the Release (with a seven-day period to
revoke). If you fail to sign the Release or if you sign and revoke the Release
within seven days of signing it, this Letter Agreement shall be void, and you
will not receive any of the benefits described in this Letter Agreement.
Dick, your past contributions to GTE are appreciated by me and
the entire GTE management team.
Sincerely,
Xxxxxxx X. Xxxx
Executive Vice President -
Government and Regulatory Advocacy,
General Counsel
I have read, understand, and agree to the terms of this Letter Agreement
including the attached Separation Agreement and General Release.
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Xxxxxxx X. Xxxxxx Date
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SEPARATION AGREEMENT AND GENERAL RELEASE
This Agreement is by and between GTE Service Corporation (the
"Company") and Xxxxxxx X. Xxxxxx ("Xxxxxx").
PART I
In consideration of the provisions in Part II, the Company agrees as
follows:
1. The Company will provide Xxxxxx with the benefits described in
Xxxxxxx X. Xxxx'x letter dated December 24, 1997, as amended January 9, 1998
(the "December 24, 1997 Letter"). (The December 24, 1997 Letter and this
Separation Agreement and General Release are collectively referred to as the
"Agreement").
2. By making this Agreement, the Company does not admit that it has
done anything wrong, and the Company specifically states that it has not
committed any tort, breach of contract, or violation of any federal, state, or
local statute or ordinance.
PART II
In consideration of the provisions in Part I, Xxxxxx agrees as follows:
1. Effective July 31, 1997, Xxxxxx irrevocably resigns from his
position as Vice President and General Counsel - GTE Telephone Operations, from
any officer, director, or other positions he holds for GTE Corporation or any of
its affiliates, and from any internal or external Boards where he represents GTE
(as described in paragraph 3 below), at which time Xxxxxx will commence the
Special Assignment described in the December 24, 1997 Letter. Xxxxxx irrevocably
resigns from employment with GTE effective at the end of the Special Assignment
Period described in the December 24, 1997 Letter. Xxxxxx agrees not to seek
reinstatement, recall, or future employment with GTE after the end of the
Special Assignment Period.
Xxxxxx agrees that GTE retains the right to make future organizational changes,
including but not limited to the right to combine, create, and/or fill
positions.
2. Xxxxxx agrees and understands that the payments and the benefits
described in Part I, paragraph 1 above are more than any payments or benefits
due to him under the Company's policies or practices. Xxxxxx waives and forever
discharges GTE (as described in paragraph 3 below) from any liability to provide
any notice of termination, including but not limited to any notice under the
Worker Adjustment and Retraining Notification Act, or to pay any additional
salary continuance, separation pay, severance pay, retention bonus or pay,
retirement incentive, or payments or benefits arising under any other plan,
policy, practice, or program (offered on a qualified or non-qualified or
voluntary or involuntary basis) which may have been payable as a result of the
termination of his employment, except as provided in paragraph 3 below. Xxxxxx
agrees that, should the Company offer any retirement incentive, early
retirement, or voluntary separation program on or after July 31, 1997, Xxxxxx
shall not be eligible to participate. In addition, Xxxxxx has not relied on any
statement, agreement, or promise of eligibility for any benefits, other than
those set forth in this Agreement.
3. Xxxxxx agrees to release GTE Corporation and any related or
affiliated companies, and any and all current and former directors, employees,
officers, agents, and contractors of these companies, and any and all employee
pension or welfare benefit plans of these companies, including current and
former
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trustees and administrators of these plans, (hereinafter GTE Corporation, the
Company, and the other entities and persons referenced above are collectively
referred to in this Separation Agreement and General Release as "GTE") from all
known and unknown claims, charges, or demands Xxxxxx may have based on his
employment with GTE, including a release of any rights or claims Xxxxxx may have
under the Age Discrimination in Employment Act ("ADEA"), which prohibits age
discrimination in employment; Title VII of the Civil Rights Act of 1964, and the
Civil Rights Act of 1991, which prohibit discrimination in employment based on
race, color, sex, religion, and national origin; the Americans with Disabilities
Act, which prohibits discrimination based upon disability; Section 1981 of the
Civil Rights Act of 1866, which prohibits discrimination based on race; the
Employee Retirement Income Security Act, which governs employee benefits; any
state laws against discrimination; or any other federal, state, or local statute
or common law relating to employment. This includes a release by Xxxxxx of any
claims for wrongful discharge, breach of contract, employment-related torts, or
any other claims in any way related to Xxxxxx'x employment with GTE.
This release does not include, however, a waiver of any right to vested benefits
under any pension or savings plan, any right to Worker's Compensation, any right
to receive pay for banked and accrued, but unused, vacation, or any right to
unemployment compensation that Xxxxxx may have.
4. Xxxxxx has not filed and promises not to file, or permit to be filed
on his behalf, any lawsuit or complaint against GTE regarding the claims
released in Part II, paragraph 3 above. Xxxxxx also promises to opt out of and
to take such other steps as he has the power to take to disassociate himself
from any class seeking relief against GTE regarding any claims released in Part
II, paragraph 3. If a court, administrative agency, arbitrator, or any other
decision maker with authority awards Xxxxxx money damages or other relief, with
respect to claims released in Part II, paragraph 3, Xxxxxx hereby assigns to the
Company all rights and interest in such money damages and other relief.
5. Xxxxxx agrees not to disclose the terms of this Agreement, that this
Agreement exists, or that he received any payments from the Company to anyone
except his attorney, his financial planner, or his immediate family (spouse,
children, siblings, parents). If he does disclose the terms of this Agreement to
his immediate family, his financial planner, or his attorney, he will advise
them that they must not disclose the terms of this Agreement.
6. Xxxxxx acknowledges that, during the period he has served as an
in-house attorney with GTE, he has had access to confidential information
relating to GTE. Consistent with the Rules of Professional Conduct, Xxxxxx will
not use or disclose any such confidential information without first obtaining
the consent of the Company.
Xxxxxx agrees to comply with the provisions of GTE H.R. Policy 412 (Attachment
I) provided that, in the event of a conflict between Policy 412 and this
Agreement, the terms of this Agreement shall take precedence. Contemporaneously
with the execution of this Agreement, if Xxxxxx has not executed a copy of the
Business and Scientific Information Agreement, Xxxxxx shall do so (Policy
Attachment A). Upon his termination, Xxxxxx shall execute Policy Attachment X.
Xxxxxx further agrees to take no action that would cause GTE (including its
employees, directors, and shareholders) embarrassment or humiliation or
otherwise cause or contribute to GTE (including its employees, directors, and
shareholders) being held in disrepute by the general public or GTE's clients,
shareholders, customers, federal or state regulatory agencies, employees,
agents, officers, or directors.
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Xxxxxx will cooperate and make all reasonable efforts to assist the Company in
any investigation of matters involving GTE. Xxxxxx also agrees to testify as a
witness and be available for interviews and to assist GTE in preparation for any
legal proceedings involving GTE in which Xxxxxx has direct knowledge or specific
expertise. Xxxxxx will be compensated appropriately and reimbursed for
reasonable expenses.
Nothing in this Agreement shall be construed to prevent Xxxxxx from giving
compelled truthful testimony before any federal or state agency or in any
judicial proceeding; provided that, in order to permit GTE to seek an injunction
or other judicial relief, he will timely notify GTE in advance of any such
proceeding in which he expects to be called to testify or for which he has
received a subpoena.
7. Xxxxxx acknowledges and agrees that he has not been discriminated
against in any way during his employment with GTE or with regard to his
separation from employment with the Company.
8. Xxxxxx agrees that GTE will be entitled to recover liquidated
damages in the amount of $75,000 if he breaks his promises in Part II,
paragraphs 1-6 of this Agreement. These liquidated damages are based upon the
parties' recognition that damages to GTE due to Xxxxxx'x breaking of these
promises are not capable of measurement with any degree of certainty. The amount
specified is not to be considered a penalty, but solely as liquidated damages.
If Xxxxxx breaks his promise in Part II, paragraph 4 and files a lawsuit or
complaint regarding claims Xxxxxx has released, in addition to the liquidated
damages described above, Xxxxxx will pay for all costs incurred by GTE,
including reasonable attorneys' fees, in defending against his claim.
9. Xxxxxx understands that he has been given 21 days to review and
consider this Agreement before signing it. Xxxxxx further understands that he
may use as much of this 21-day period as he wishes prior to signing this
Agreement.
10. Xxxxxx may revoke this Agreement within seven days after he signs
it. If Xxxxxx wishes to revoke this Agreement within this seven-day period,
written notice of revocation should be delivered to the office of Xxxxxx X.
Xxxxx, Senior Head of Stamford Transition Team, by the close of business seven
days after Xxxxxx signs the Agreement. This Agreement will not become effective
or enforceable until seven days after Xxxxxx signs it. If Xxxxxx revokes this
Agreement, it will not be effective or enforceable, and he will not receive the
benefits described in Part I, paragraph 1.
11. Xxxxxx agrees that the Company advised Xxxxxx to consult with an
attorney before signing this Agreement.
12. The parties participated jointly in the negotiation of this
Agreement, and each party had the opportunity to obtain the advice of legal
counsel and to review, comment upon, and redraft this Agreement. Accordingly, it
is agreed that no rule of construction shall apply against any party or in favor
of any party, and any uncertainty or ambiguity shall not be interpreted against
any one party and in favor of the other.
13. Xxxxxx and the Company hereby consent that any disputes relating to
this Agreement will be governed by Connecticut law.
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14. In the event that any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Agreement.
15. This Separation Agreement and General Release and the December 24,
1997 Letter constitute the entire Agreement between Xxxxxx and the Company and
shall be binding upon the heirs, successors, and assigns of Xxxxxx and the
Company. No other promises or agreements have been made to Xxxxxx other than
those in this Agreement. Xxxxxx is not relying on any statement, representation,
or warranty that is not contained in this Agreement. Xxxxxx acknowledges that he
has read this Agreement carefully, fully understands the meaning of the terms of
this Agreement, and is signing this Agreement knowingly and voluntarily.
Subscribed and sworn to before
me this____day of____, 1998. -----------------------
Xxxxxxx X. Xxxxxx
------------------------- -------------------
Notary Public Date
Subscribed and sworn to before GTE Service Corporation
me this____day of____, 1998.
-------------------------- ------------------
Notary Public By:
Title:
--------------------
Date
