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Exhibit 10.11
AGREEMENT AND GENERAL RELEASE
EG&G, Inc., 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx,
00000, its affiliates, subsidiaries, divisions, successors and assigns and the
employees, officers, directors and agents thereof (collectively referred to
throughout this Agreement as "EG&G"), and Xxxxxxx X. Xxxxxx ("Xxxxxx") agree
that:
1. DATE OF CESSATION OF EMPLOYMENT Upon execution of this
Agreement, Xxxxxx will submit a letter to EG&G terminating her employment and
her Employment Agreement dated November 1, 1993 effective December 31, 1999 or
such earlier date after December 31, 1998 as may be determined by Xxxxxx.
2. CONSIDERATION. In consideration for signing this Agreement
and General Release and compliance with the promises made herein, EG&G agrees:
a. to pay to Xxxxxx one lump sum in the amount
of Four Hundred Ten Thousand Twenty dollars ($410,020) less lawful deductions,
and appropriate withholdings provided that EG&G has received the letter from
Xxxxxx in the form attached hereto as Exhibit "A" by November 30, 1998 and
provided that Xxxxxx did not revoke this Agreement pursuant to paragraph 4, said
payment shall be deemed to be salary and a management incentive bonus payment
attributable to work performed in 1998;
b. to pay Xxxxxx her full EVA incentive payment
for 1998 less lawful deductions said payment to be made at the time such EVA
payments are made to other officers;
c. to allow Xxxxxx to receive the Company car
then currently assigned to her without charge, all taxes related thereto shall
be paid by Xxxxxx;
d. to allow Xxxxxx to keep the laptop computer
currently being used by her;
e. to pay a lump sum of $10,000 to be used for
out placement services, training, job search related costs or relocation, said
payment will be subject to appropriate tax withholdings;
f. to continue until December 31, 1999 or until
Xxxxxx becomes eligible for other comparable coverage whichever comes first,
Xxxxxx' same medical and dental coverage as was in effect immediately prior to
December 31, 1998, the cost of said coverage to be borne by the Company; and
g. to pay the Company match in the EG&G Savings
Plan for the
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h. all Employee Stock Options granted by EG&G
to Xxxxxx shall be deemed to have been vested as of December 31, 1998. Said
options shall be exercisable until the earlier of the expiration dates specified
in such options or March 31, 2000.
3. NO CONSIDERATION ABSENT EXECUTION OF
THIS AGREEMENT. Xxxxxx understands and acknowledges that she will not receive
and will not be entitled to any of the items "a-h" above until ten (10) business
days after the Company received from Xxxxxx the letter in the form attached
hereto as Exhibit X. Xxxxxx also understands and acknowledges that she is
responsible for the payment of all federal, state and payroll taxes associated
with items "a-h" above.
4. REVOCATION. Xxxxxx may revoke this Agreement and General
Release for a period of seven (7) days following the day she executes this
Agreement and General Release. Any revocation within this period must be
submitted, in writing, to Xxxxxx Xxxxx, Senior Vice President and General
Counsel, and state, "I hereby revoke my acceptance of our Agreement and General
Release. The revocation must be personally delivered to Xx. Xxxxx or her
designee, or mailed to Xx. Xxxxx at EG&G, 00 Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 and postmarked within seven (7) days of execution of this
Agreement and General Release. This Agreement and General Release shall not
become effective or enforceable until the revocation period has expired. If the
last day of the revocation period is a Saturday, Sunday, or legal holiday in
Massachusetts, then the revocation period shall not expire until the next
following day which is not a Saturday, Sunday, or legal holiday.
5. GENERAL RELEASE OF CLAIMS. XXXXXX KNOWINGLY AND VOLUNTARILY
RELEASES AND FOREVER DISCHARGES EG&G, OF AND FROM ANY AND ALL CLAIMS, KNOWN AND
unknown, which against EG&G, Xxxxxx, her heirs, executors, administrators,
successors, and assigns (referred to collectively throughout this Agreement as
"Xxxxxx") have or may have as OF THE date OF EXECUTION OF THIS AGREEMENT AND
GENERAL RELEASE, including, but not limited to, any alleged violation of:
- The National Labor Relations Act, as amended;
- Title VII of the Civil Rights Act of 1964, as amended;
- The Civil Rights Act of 1991
- Sections 1981 through 1988 of Title 42 of the United States
Code, as amended;
- the Employee Retirement Income Security Act of 1974, as
amended;
- The Immigration Reform Control Act, as amended;
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- The Americans with Disabilities Act of 1990, as amended;
- The Age Discrimination in Employment Act of 1967, as amended;
- The Fair Labor Standards Act, as amended;
- The Occupational Safety and Health Act, as amended;
- The Family and Medical Leave Act of 1993;
- The Massachusetts Law Against Discrimination, G.L., c. ISlE;
- The Massachusetts Civil Rights Act, X.X. x. 12, Sections 11H
and 111;
- The Massachusetts Equal Rights Law, X.X. x. 93;
- The Massachusetts Wage and Hour Laws, G.L. c.s 149 and 151;
- The Massachusetts Privacy Statute, X.X. x. 214, Section 1B, as
amended;
- any other federal, state or local civil or human rights law or
any other local, state or federal law, regulation or
ordinance;
- any public policy, contract, tort, or common law; or
- any allegation for costs, fees, or other expenses including
attorneys' fees incurred in these matters.
6. NO CLAIMS EXIST. Xxxxxx confirms that no charge, complaint,
or action exists in any forum or form. In the event that any such claim, charge,
complaint or action is filed, Xxxxxx shall not be entitled to recover any relief
or recovery therefrom, including costs and attorney's fees. Xxxxxx acknowledges
that she understands that if this Agreement were not signed, Xxxxxx would have
the right to voluntarily assist other individuals or entities in bringing claims
against EG&G. Xxxxxx hereby waives that right and she will not provide any such
assistance other than assistance in an investigation or proceeding conducted by
the United States Equal Employment Opportunity Commission. EG&G and Xxxxxx
further agree that Xxxxxx may provide information pursuant to any valid
subpoena.
7. CONFIDENTIALITY. Xxxxxx agrees not to disclose or cause to
be disclosed any information regarding the existence or substance of this
Agreement and General Release, other than to an attorney with whom Xxxxxx
chooses to consult regarding her consideration of this Agreement and General
Release, her immediate family, tax advisors or as required by law.
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Xxxxxx agrees to instruct all of her representatives, including, without
limitation, her attorney, immediate family and tax advisors, if applicable, not
to disclose or cause to be disclosed any information regarding the existence or
substance of this Agreement and General Release, except as required by law.
8. GOVERNING LAW AND INTERPRETATION. This Agreement and
General Release shall be governed and conformed in accordance with the laws of
the Commonwealth of Massachusetts without regard to its conflict of laws
provision. Should any provision of this Agreement and General Release be
declared illegal or unenforceable by any court of competent jurisdiction and
cannot be modified to be enforceable, excluding the general release language,
such provision shall immediately become null and void, leaving the remainder of
this Agreement and General Release in full force and effect. However, if any
portion of the general release language were ruled to be unenforceable for any
proceeding initiated by Xxxxxx, Xxxxxx shall return the consideration paid
hereunder to EG&G.
9. NONADMISSION OF WRONGDOING. Xxxxxx agrees that neither this
Agreement and General Release nor the furnishing of the consideration for this
Release shall be deemed or construed at anytime for any purpose as an admission
by EG&G of any liability or unlawful conduct of any kind.
10. AMENDMENT. This Agreement and General Release may not be
modified, altered or changed except upon express written consent of both Parties
wherein specific reference is made to this Agreement and General Release.
11. ENTIRE AGREEMENT. This Agreement and General Release sets
forth the entire agreement between the parties hereto, and fully supersedes any
prior agreements between the parties, except Xxxxxx agrees to abide by the
agreement contained in paragraph 4(b) of the Employment Agreement between Xxxxxx
and EG&G made as of November 1, 1993. Xxxxxx acknowledges that she has not
relied on any representations, promises, or agreements of any kind made to her
in connection with her decision to sign this Agreement and General Release,
except for those set forth in this Agreement and General Release.
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XXXXXX HAS BEEN ADVISED THAT SHE HAS AT LEAST TWENTY-ONE (21)
DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN
WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND
GENERAL RELEASE.
XXXXXX AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE,
MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY
MANNER THE ORIGINAL TWENTY-ONE DAY CONSIDERATION PERIOD.
HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE,
TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND
BENEFITS SET FORTH IN PARAGRAPH "2" ABOVE, XXXXXX FREELY AND KNOWINGLY, AND
AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE
INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS SHE HAS OR MIGHT HAVE AGAINST
EG&G.
IN WITNESS WHEREOF, the parties hereto knowingly and
voluntarily executed this Agreement and General Release as of the date set forth
below:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Date: June 6, 1998
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EG&G, Inc.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Date: June 4, 1998
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