AGREEMENT AND GENERAL RELEASE
This Agreement and General Release (this "Agreement") is entered into as of
the date of the last signature affixed to this Agreement between Xxxxx X.
Xxxxxxxxx ("Employee") and COMPX INTERNATIONAL INC., a Delaware corporation
("CompX"), for itself and on behalf of its parent, subsidiary or other related
or affiliated entities or persons (including, without limitation, Contran
Corporation and the Xxxxxx X. Xxxxxxx Family Trusts) and such entities'
predecessors, successors, assigns, officers, directors, partners, agents,
employees, trustees, insurers and attorneys, past and present (hereinafter CompX
and all such entities and persons other than Employee are collectively referred
to as the "Company").
Recitals
A. Employee is an employee at will of CompX.
B. Employee resigned as president and chief executive officer of CompX
effective May 22, 2002 (the "Resignation Date").
C. In exchange for a general release from Employee of any and all claims
against the Company, CompX has agreed, among other things, to employ Employee
through the earlier of (i) November 30, 2002 and four additional weeks of
accrued vacation, which period shall terminate on December 27, 2002 (the "Salary
Payment Date") or (ii) such time as Employee terminates his employment with
CompX upon notice to CompX, in which event CompX will pay Employee in one
lump-sum his unpaid salary as if he had been employed through the Salary Payment
Date (the "Lump Sum Payment"). The earlier of December 27, 2002 or the date
Employee terminates his employment by notice to CompX shall be the termination
date of Employee's employment with CompX (the "Termination Date").
D. Employee has been given at least 21 days to consider this Agreement and
has been advised and encouraged by receipt of this writing to consult with an
attorney prior to executing this Agreement.
E. This Agreement will not become effective or enforceable until the
expiration of seven days following its execution and during such period Employee
may revoke the Agreement if he so desires.
Agreement
NOW, THEREFORE, IT IS AGREED, in consideration of the mutual undertakings
of the parties hereto, as follows:
Section 1. Recitals. The foregoing recitals are expressly incorporated
herein and made a part hereof.
Section 2. Amount of Consideration. Upon satisfying the following
conditions:
(i) Employee executes this Agreement;
(ii) Employee executes the NOTICE OF RIGHTS and ACKNOWLEDGMENT OF
RECEIPT substantially in the form attached to this Agreement;
(iii) Employee executes the REAFFIRMATION OF AGREEMENT AND
GENERAL RELEASE substantially in the form attached to this Agreement
(the "Reaffirmation"); and
(iv) Employee executes a written resignation letter addressed to
the board of directors of CompX stating that he resigns all director,
officer and all other elected or appointed positions of CompX and its
subsidiaries effective as of the Resignation Date;
CompX shall employ Employee at his current base salary rate with medical
benefits until the earlier of (i) the Salary Payment Date or (ii) such time as
Employee terminates his employment with CompX upon notice to CompX, in which
event and as soon thereafter as reasonably practicable CompX will pay Employee
the Lump-Sum Payment. In any event, Employee's employment with CompX shall
terminate, unless terminated earlier pursuant to Section 6, on the Termination
Date. CompX shall not be obligated to pay Employee any salary or medical
benefits for periods subsequent to the Resignation Date in excess of Employee's
accrued vacation as of the Resignation Date until Employee has satisfied all the
conditions set forth in this Section.
Section 3. 2002 Bonus and Profit-Sharing; Stock Options. Employee will not
receive any bonuses or profit-sharing benefits for 2002 from the Company. CompX
acknowledges that Employee currently has the vested right to purchase 10,000
shares of CompX class A common stock, par value $0.01 per share ("Class A Common
Stock"), at $12.06 per share pursuant to an Employee Nonqualified Stock Option
Agreement dated as of January 17, 2001 between CompX and Employee (the "Stock
Option Agreement") issued under the CompX International Inc. 1997 Long-Term
Incentive Plan. Employee waives his right under the Stock Option Agreement to
purchase any shares of Class A Common Stock that vest after the Resignation
Date. Employee agrees that he will only be able to purchase 10,000 shares of
Class A Common Stock under the Stock Option Agreement until 90 days after his
employment with CompX terminates.
Section 4. Employee's Authority After the Resignation Date. After the
Resignation Date, Employee shall be deemed an active employee of CompX for
welfare benefit plan purposes but shall take no action on behalf of the Company,
or represent to others that he has the authority to do so. Except as provided in
Section 8, Employee has no duty, nor is he expected, to appear at CompX's
offices or facilities. Any breach by Employee of this Section shall be deemed a
material breach of this Agreement.
Section 5. General Release. Employee agrees to the following General
Release (the "General Release"):
FOR VALUE RECEIVED, the adequacy and sufficiency of which is
hereby acknowledged, Employee, on behalf of himself and his heirs,
executors, attorneys, administrators, successors and assigns
(hereinafter referred to as "Releaser") hereby fully and forever
releases and discharges the Company from any and all claims, demands,
liens, agreements, contracts, covenants, actions, suits, causes of
action, obligations, controversies, debts, costs, expenses (including
but not limited to attorneys' fees and expenses), damages, judgments,
orders and liabilities of whatever kind or nature, in law or equity,
by statute or otherwise, whether now known or unknown, vested or
contingent, suspected or unsuspected, and whether or not concealed or
hidden, that have existed or may have existed, or that do exist,
including all claims arising in any manner relating to his employment
with the Company. This General Release shall include, without in any
way limiting the generality of the foregoing language, any and all
claims of employment discrimination under the United States
Constitution, the Constitution of the state of Texas, the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of
1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. 1981, the
Americans with Disabilities Act, the Fair Labor Standards Act, the
Equal Pay Act, the Worker Adjustment and Retraining Notification Act,
the Employee Retirement Income Security Act, the Family and Medical
Leave Act, the Texas Commission on Human Rights Act, or under any
other applicable federal, state or local laws, ordinances or legal
restrictions on the Company's rights.
Unless otherwise provided in this Agreement, payment under this
Agreement shall not alter or change the rights that the Employee has
to benefits accrued as of his termination date under the CompX
Contributory Retirement Plan, the CompX Capital Accumulation Pension
Plan, the CompX International Inc. 1997 Long-Term Incentive Plan or
pursuant to any agreement of limited liability or any indemnification
available to Releaser as a director or officer of CompX or any of its
subsidiaries, whether set forth in such applicable entity's
certificate of incorporation, bylaws, resolutions of the board of
directors or otherwise. Unless otherwise provided in this Agreement,
Employee's rights under these plans shall continue to be controlled by
the respective plan documents and the consideration paid under this
Agreement shall not be included as compensation for benefit purposes
under these plans. Also, this Agreement shall not increase, decrease
or otherwise affect Releaser's right to medical coverage during his
term of employment or thereafter at Releaser's expense under COBRA.
It is the intention of Releaser in executing this General Release
that it shall be effective as a bar to each and every claim, demand
and cause of action of whatever kind or character whether or not
hereinabove mentioned or implied; and the Releaser hereby knowingly
and voluntarily waives any and all rights and benefits. Releaser
expressly consents that this General Release shall be given full force
and effect according to each and all of its express terms and
provisions, including those relating to unknown and unsuspected
claims, demands, charges and causes of action (notwithstanding any
state statute that expressly limits the effectiveness of a general
release of unknown, unsuspected and unanticipated claims), if any, as
well as those relating to any other claims, demands and causes of
action hereinabove mentioned or implied. Releaser acknowledges and
agrees that this waiver is an essential and material term of this
General Release and without such waiver this Agreement would not have
been entered into.
Releaser understands and agrees that this General Release is not
intended to be and shall not be deemed, construed or treated in any
respect as an admission of liability by any person or entity for any
purpose.
Releaser further acknowledges that he has entered into this
General Release freely and without coercion, that he has been advised
and encouraged in writing to consult with counsel and has been offered
a period of time of at least 21 days to consider the terms of this
General Release. Releaser understands that he has seven days from the
date this General Release is executed to revoke this Agreement and
until the expiration of this seven-day period the General Release
shall not be effective or enforceable.
Section 4. Contest, Grievance, Earlier Termination and Liquidated Damages.
In the event Employee (i) contests the effectiveness of the General Release in a
proceeding before a court of law, (ii) pursues a claim or grievance arising on
or before the effectiveness of this Agreement against the Company in a
proceeding before a court of law or (iii) pursues a damage award arising on or
before the effectiveness of this Agreement against the Company before an
administrative official or agency of an applicable governmental authority, ten
days prior to instituting any such proceeding or claim, Employee's employment
with CompX shall immediately terminate and Employee shall pay CompX a lump sum
as liquidated damages equal to the aggregate salary CompX paid Employee for
periods subsequent to the Resignation Date plus lawful interest on such salary
from the time of each applicable pay period at the lesser of 10% per annum or
the maximum lawful rate (the "Liquidated Damages"). If Employee fails to comply
with this Section, Employee agrees that CompX may seek injunctive relief for the
specific performance of this Section and in the event that specific performance
is not obtained any damages that Employee may be entitled to as a result of such
proceeding shall be reduced by the amount of the Liquidated Damages. The General
Release provided in Section 5 shall remain effective against Employee whether or
not Employee pays the Liquidated Damages to CompX.
Section 7. Return of Company Property. Upon execution of this Agreement,
Employee further agrees to return and leave in the custody of CompX all the
Company's documents and property except (i) for routine expense reports needed
for income tax return preparation, insurance policies, claim forms and the like
and (ii) with respect to CompX equipment (such as computers, cellular phones,
pagers, personal digital assistants and the like) in Employee's possession that
Employee would like to keep, Employee agrees to reimburse CompX for the agreed
upon value of such equipment within 10 days of Employee's execution of the
Reaffirmation.
Section 8. Cooperation in Legal Matters. Employee acknowledges that in the
course of his employment with CompX, he has gained knowledge and experience
and/or was a witness to events and circumstances that may arise in the Company's
defense or prosecution of subsequent proceedings. Employee agrees to cooperate
fully and truthfully with the Company and to appear upon the Company's
reasonable request and expense as a witness and/or consultant in defending or
prosecuting claims of all kinds, including but not limited to any litigation,
administrative actions or arbitrations.
Section 9. Attorney Fees for Successful Party. The parties agree that
should one party xxx the other party for a breach of any provision of this
Agreement, the prevailing party shall be entitled to recover its reasonable
attorney's fees and costs of court if it is successful in obtaining a final
judgment against the other party. The parties hereby agree that each party shall
have the right to xxx for specific performance of this Agreement and declaratory
and injunctive relief.
Section 10. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of each of the parties hereto and the heirs, executors,
administrators, successors and assigns of each of the parties, as applicable.
Section 11. Nondisclosure. Employee shall refrain from all conduct, verbal
or otherwise, that would damage the Company's reputation, goodwill or standing
in the community or among its employees. Employee further agrees not to disclose
any privileged or proprietary information concerning the Company's operations,
except as may be required by governmental or judicial authorities. Under no
circumstances is Employee allowed to utilize information from Company files or
electronic equipment to disclose, or allow to be obtained or disclosed, through
the use of agents or any third party information in oral, written or
computerized data form, about such things as payroll information of any type, or
the names, addresses or telephone numbers of Company personnel, or any
non-public financial information about the Company, except as may be required by
governmental or judicial authorities. Employee further agrees not to disclose
any information relating to the terms or existence of this Agreement to any
other person or organization, including but not limited to past, present and
future employees of the Company, except as may be required by governmental or
judicial authorities.
Section 12. No Other Agreement. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and the
parties acknowledge that there are no warranties, promises or representations of
any kind, express or implied, upon which the parties have relied in entering
into this Agreement. The terms and conditions of this Agreement are contractual
and not a mere recital. No part of this Agreement may be changed except in
writing executed by the parties.
Section 13. Governing Law. This Agreement shall be interpreted in
accordance with the laws of the state of Texas. Whenever possible, each
provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating or affecting in any manner whatsoever the
remainder of such provision or the remaining provisions
Section 14. Notice and Tenders. Any notice, request or other communication
hereunder to a party shall be in writing and all notices and tenders shall be
delivered or sent by postage prepaid first class mail or overnight courier to
the address of the party appearing beneath such party's signature to this
Agreement or such other address as such party may notify the other party
pursuant to this Section.
Section 15. Counterparts. This Agreement may be executed in any number of
counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement and General
Release effective as of the date of the last signature affixed below.
READ CAREFULLY BEFORE SIGNING
I have read this Agreement and General Release and have had the opportunity
to consult legal counsel prior to my signing of this Agreement and General
Release. I understand that by executing this Agreement and General Release I
will relinquish any right or demand I may have against the Company.
Date: June 18, 2002
/s/ Xxxxx X. Xxxxxxxxx
By:---------------------------------------
Xxxxx X. Xxxxxxxxx
Address: 0000 Xxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Telephone No.: 000.000.0000
Social Security No.: XXX-XX-XXXX
Date: June 17, 2002 COMPX INTERNATIONAL INC.
/s/Xxxxx X. Xxxxxxx
By:-----------------------------------
Xxxxx X. Xxxxxxx, Chairman of the Board
Address: Three Lincoln Centre
0000 XXX Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Telephone No.: 000.000.0000
NOTICE OF RIGHTS
Attached hereto you will find a proposed AGREEMENT AND GENERAL RELEASE
("Agreement") with respect to your termination from employment. It is required
by law that you be given at least twenty-one (21) days from the date of receipt
of the proposed Agreement within which to consider its terms. It is recommended
that you consult with an attorney regarding your legal rights with respect to
the Agreement during this 21-day period.
ACKNOWLEDGMENT OF RECEIPT
I acknowledge that I received a copy of CompX International Inc.'s
AGREEMENT AND GENERAL RELEASE by 10:00 a.m. (Dallas, Texas time) the 18th day of
June, 2002.
/s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxx
REAFFIRMATION OF AGREEMENT AND GENERAL RELEASE
[to be signed at the conclusion of the 7 day waiting period]
I, Xxxxx X. Xxxxxxxxx, acknowledge that I signed the AGREEMENT AND GENERAL
RELEASE ("Agreement") with CompX International Inc. and that during the seven
(7) day period immediately following my execution of the Agreement, I had the
right to revoke the Agreement at any time. By executing the Agreement, I also
understand that I agreed that I would receive no benefits thereunder unless and
until I executed this Reaffirmation.
By executing this Reaffirmation, I now affirm and attest that I (a) have
not heretofore, or contemporaneously with the execution of this Reaffirmation,
revoked, or attempted to revoke the Agreement, either by notice to CompX
International Inc., or otherwise, and (b) am now, by virtue of my execution of
this Reaffirmation, on or after seven (7) days after the execution of the
Agreement, fully bound by all of the terms and conditions of the Agreement.
EXECUTED in Dallas, Texas on June 25, 2002.
/s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxxx
THE STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned, a Notary Public, on this day personally
appeared Xxxxx X. Xxxxxxxxx, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 25th day of June, 2002.
[SEAL]
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Notary Public, State of Texas
