EXHIBIT 10.1
A G R E E M E N T
This agreement is made the 21st day of October 1996 between Quantum
International Limited, an English company ("Quantum"), and Xxxxx Xxxxxx.
The purpose of this agreement is to set forth the terms of the
separation of Xxxxx Xxxxxx as an employee of Quantum pursuant to an Employment
Agreement between Quantum and Xxxxxx dated June 1, 1993, as amended (the
"Contract"). Pursuant to Section 7(c) of the Contract, Xxxxxx'x employment by
Quantum ended on September 29, 1996.
The parties, intending to be legally bound, agree as follows:
1. Compensation After the Date of Termination. Quantum will make the
payments to Xxxxxx contemplated by Section 7(d)(1)(i) of the Contract from the
date of termination on September 29, 1996 until May 31, 1997, the expiration of
the term of the Contract, subject to applicable withholding taxes and other
legally required deductions. Quantum intends to continue withholding and
deductions at the same rates as have been in effect. If during such period
Xxxxxx accepts employment he might not otherwise accept under
Section 9(a)(1) of the Contract, he will promptly notify Quantum of such
employment and provide Quantum with information about payments of salary and
other guaranteed amounts, so that the appropriate offsets contemplated by
Section 7(d)(1(i) can be made.
2. Benefits After the Date of Termination. Notwithstanding the
provisions of Section 7(d)(1)(ii) of the Contract, Xxxxxx shall not be entitled
to any compensation pursuant to the 1995 Management Incentive Plan of NMC, nor
be entitled to any outplacement services.
3. The Contract. Except to the extent modified in Sections 1 and 2 of
this agreement, the Contract will remain in full force and effect after the date
hereof and each of its provisions, including but not limited to Section 9
relating to competition, trade secrets, injunctive relief, among other things,
are confirmed.
4. Directorships and Officerships. Xxxxxx hereby confirms his
resignation as an officer and as a director of Quantum, and of each subsidiary
or affiliate of Quantum of which he is currently serving as a director or
officer, effective at the close of business on October 16, 1996.
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5. Supplemental Payments. It is understood that any credit card or
other charges to NMC received after the date hereof that are attributable to the
matters covered by the reimbursement payments previously made will be deducted
from Xxxxxx'x compensation. The Company will process any business expenses
submitted to it by Xxxxxx and incurred prior to July 29, 1996 in the ordinary
course.
6. Releases.
(a) In consideration of the payments and arrangements in this
Agreement, Xxxxxx, for himself and on behalf of each of his heirs, executors,
administrators, legal representatives and assigns does hereby remise, release
and forever discharge Quantum, and each and every of the predecessors,
successors, parents, subsidiaries, affiliates, assigns, directors, officers,
shareholders, employees or agents of Quantum, both current and former
(hereinafter "the Quantum Released Parties"), of and from every claim, demand,
right of action or cause of action whatsoever, and from all debts, obligations,
costs (including but not limited to attorney's fees), expenses, damages, losses
and liabilities whatsoever, whether known or unknown, that Xxxxxx ever had, now
has, or hereafter may have against the Quantum Released Parties arising out of
or relating to any matter, thing, or event occurring up to and including the
date
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of this agreement, relating to the Contract or to Xxxxxx'x employment by Quantum
and its subsidiaries, or to his separation or to his status as a director or
officer, including claims arising under any statute, ordinance, rule, regulation
or common-law principle. Notwithstanding the foregoing, nothing in this section
is intended to diminish any rights that Xxxxxx may have as a former officer or
director under any indemnification provisions providing indemnification to
Xxxxxx. If, notwithstanding the foregoing, Xxxxxx makes any claim against
Quantum with respect to the matters covered by this paragraph, Xxxxxx shall
forfeit his rights to any further payment hereunder or under the Contract.
(b) In consideration of the payments and arrangements in this
Agreement, Quantum, for itself and on behalf of its successors and assigns does
hereby remise, release and forever discharge Xxxxxx and his heirs, executors,
administrators, legal representatives and assigns (hereinafter "the Xxxxxx
Released Parties"), of and from every claim, demand, right of action or cause of
action whatsoever, and from all debts, obligations, costs (including but not
limited to attorney's fees), expenses, damages, losses and liabilities
whatsoever, whether known or unknown, that Quantum ever had, now has, or
hereafter may have against the Quantum Released Parties arising out of or
relating to any matter,
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thing, or event occurring up to and including the date of this Agreement,
relating to the Contract or to Xxxxxx'x employment by Quantum and its
subsidiaries, or to his separation or to his status as a director or officer,
including claims arising under any statute, ordinance, rule, regulation or
common-law principle, except as contemplated in this Agreement.
7. Confidentiality. Neither Quantum nor Xxxxxx will issue any press
release or publish any public document or make any public statement relating to
or connected with or arising out of any matters relating to his employment by
NMC or Quantum or its termination or any matters contained in this Agreement
without the prior written consent of the other as to its contents and the manner
of its presentation and publication except as may be required by law or
regulation. Except as set out in this paragraph the contents of this Agreement
shall remain entirely confidential except that each party may disclose it to the
Inland Revenue and to their respective professional advisers.
8. Dispute Resolution. The parties will endeavor to settle any dispute
without resort to litigation or arbitration. If, however, a dispute under this
Agreement becomes the subject of
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litigation or arbitration, the trier of fact shall award the attorney's fees of
each party as he or she may see fit to recognize the relative merits of the
positions of each party.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
a deed on the date first above written.
Quantum International Limited
SIGNED as a Deed by )
QUANTUM INTERNATIONAL ) By:/s/__________________________
LIMITED acting by ) Director and Vice Chairman
___________________ and )
___________________. ________________________________
[Director] [Secretary]
SIGNED as a Deed and )
sealed by XXXXX XXXXXX )
in the presence of: ) /s/
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Witness signature: /s/
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Name:
Address:
Occupation:
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