Exhibit 10.0
Retirement Settlement Agreement
Effective March 21, 1998, Scangraphics, Inc. (the "Company") and Xxxxxx X.
Xxxxxx (the "Employee") in consideration of Employee's loyalty, dedication and
continued service to the Company for twenty-six years, and the Employee's
willingness to terminate his Employment Agreement according to the terms herein,
hereby agree to the following Terms and Conditions as set forth below:
1) The Company and the Employee agree that the Employment Agreement executed on
January 1, 1991 and the Addendum to Employment Agreement executed October 29,
1997 are terminated. This Agreement contains the entire agreement between the
Employee and the Company and it supersedes any prior agreement or understanding.
No agreement, representation, or understanding of either party which is not
contained in this Agreement is binding on the parties. This Agreement can be
modified only in a writing signed by both parties.
2) Employee will step down as Chairman of the Company's Board of Directors
(effective upon election of a new chairman at the next meeting of the Board.)
The Company will use its best efforts to elect the Employee as a Director of the
Company at least until such time as all items of this agreement have been
satisfied.
It is the intent that the Employee will be re-elected to the Board of
Directors during, at a minimum, the three year period as stated herein and at a
minimum the Chief Executive Officer and Chairman will support such re-election
of Employee to the Board.
The Company will pay ordinary expenses afforded other members of the
Board during his term(s) as a member of the Board.
3) The Company will pay Employee a salary of $150,000 per year on a bi-weekly
basis through December 31, 2000.
4) The Company will continue to pay all medical benefits through December 31,
2000 for Employee. The Company will continue to pay
Employee the current automobile expense allowance through December 31, 1998 and
will pay the current Company paid life insurance through December 31, 1998.
5) The Employee will surrender the 500,000 shares purchased at year end 1996 and
in turn the Company will cancel these shares. In addition the Company will
cancel Notes PN-101 and 102 relating to the purchase of such shares and as such,
relieving the Employee of any liability to the Company in connection with these
Notes as of December 31, 1997.
6) In consideration of Section 5 above, the Company will issue to Employee
250,000 Warrants to purchase the Company's common stock, exercisable for 10
years at the price of $2.546875, which was the average of bid (2 1/2) and ask
prices (2 19/32) at closing on March 20, 1998.
7) The Employee will not be provided with an office or a secretary. As of
4/30/98, the Employee will assume all expenses of Employee's current office,
including but not limited to: rent, phone, fax, utilities and maintenance. The
Company will pay any reasonable outstanding expenses, to April 30,1998, relating
to the rental of the Company office in Broomall which are minimal. [Note, the
Company has been and will continue to be financially responsible for, Xxxxxxxx
Xxxxxxxx, the Employee's current secretary.]
8) Employee covenants and agrees that, for the term of this agreement, he shall
not, directly or indirectly engage in any business activities within the
Continental United States, the same as, or in competition with business
activities carried on by the Company. The term "engage in" shall include,
without being limited to, activities as proprietor, partner, stockholder,
principal, agent, employee or consultant. Notwithstanding the foregoing,
Employee shall be entitled to have investments in other enterprises provided,
however, that he shall not have any investments or financial interest in any
business enterprise which conducts business activities competitive with any
business activities conducted by the Company of more than 5% of any class of
equity securities of a company whose securities are traded on a national
exchange. Additionally, if the Company permanently abandons (to be agreed to by
the Company, in writing) any of its existing businesses and/or products, the
Employee will be free of any restrictions
relating to engaging, participating, investing in and or owning any such
abandoned business or products. 9) If the office or offices of Chairman of the
Board of Directors or President and Chief Executive Officer shall become vacant
for any reason whatsoever, and if the Company desires for Employee to occupy
such position or positions temporarily until either or both can be located and
hired, Employee will, at his option, and upon request by the Board of Directors,
enter into the office or offices at the pleasure of the Board of Directors.
During such time that Employee is employed as President and Chief Executive
Officer, Employee shall receive compensation equal to that received by the
President and Chief Executive Officer that he replaces. There would be no
additional compensation for assuming the duties of Chairman of the Board. Upon
the Employee no longer being the President and Chief Executive Officer, his
compensation would revert to that provided in this agreement.
10) Releases and or discussions relating to Employee. The Company, its Officers
and Directors, will not, publicly or privately, publish, discuss, state, infer
or communicate in any manner anything which is reasonably anticipated to reflect
negatively on the Employee.
11) In the event of default by the Company of any provisions of this Agreement,
and a failure to cure such default within 15 business days of the Company's
receipt of written notice of such default, the Employee will be entitled to
immediate receipt of the balance of all and any moneys due Employee under this
Agreement, including but not limited to recovering of reasonable legal expenses,
interest and fees, etc., as provided under the laws of the Commonwealth of
Pennsylvania. Additionally, non-compete restrictions will terminate.
12) In the event of incapacitation or death of Employee, salary as noted in
Section 3 and life insurance payments as noted in Section 4 shall inure to the
beneficiaries of the Estate of the Employee.
AGREED TO:
By: Xxxxxx X. Xxxxxx By: Xxxxxxxx X. Xxxxxxxxx.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxxx X. Xxxxxxxxx
-------------------- -------------------------
President & CEO, Scangraphics, Inc.
Date: 4/16/98 Date: 4/13/98
--------------- --------------------
WITNESSED:
By : Xxxxxxxx X. Xxxxxxxxxx
/s/ Xxxxxxxx X. Xxxxxxxxxx
--------------------------
Assistant Secretary, Scangraphics, Inc.
Date: 4/14/98
