EXHIBIT 10.32
SETTLEMENT AGREEMENT AND GENERAL RELEASE
This is a Settlement Agreement and General Release ("Agreement") between
CalComp (as defined below) and Xxxxxx Xxxxxxxx ("Employee") and is effective
when signed by both parties.
CALCOMP AND EMPLOYEE AGREE AS FOLLOWS:
1. Definitions:
a. "CalComp," as used in this Agreement, includes CalComp Technology,
Inc., a California corporation, its parent, subsidiaries, affiliates and
divisions; the officers, directors, agents, representatives, attorneys and
employees of each of them; and all predecessors, successors, heirs,
administrators, executors and assigns of each of them.
b. "Employee," as used in this Agreement, includes Employee and
his/her heirs, administrators, executors, agents, representatives and
assigns.
2. This Agreement is a good faith settlement of an actual and/or
potential dispute between CalComp and Employee and is entered into only for the
purpose of resolving any differences and to avoid the burden, expense, delay and
uncertainties of litigation and administrative actions. It is not an admission
of fault, misconduct, or other wrongdoing by either CalComp or Employee, nor is
it an admission that CalComp has committed any act of discrimination or violated
any other Federal, State or Local law, regulation or ordinance (including, but
not limited to, the Age Discrimination in Employment Act of 1967, commonly
referred to as ADEA, or the Americans with Disabilities Act, commonly referred
to as ADA), or that Employee's termination was unwarranted, unjustified,
discriminatory or otherwise unlawful.
3. Employee's Termination Date is February 13, 1998. Employee's last day
worked is January 23, 1998. On the last day worked, CalComp will pay employee:
(1) All vacation earned through the Termination Date; and
(2) 3 weeks of base pay as ordinary severance/termination pay in lieu of
notice.
When both parties have signed this Agreement, CalComp will pay Employee, as
a lump sum, an amount equivalent to an additional forty weeks of his/her base
salary/wages (less applicable withholding) as the full, complete and final
settlement of all of Employee's claims and potential claims against CalComp as
defined above, including but not limited to: wages, salary, overtime pay, back
pay, reinstatement, pay in lieu of notice, commissions, bonuses, vacation, sick
pay, benefits, insurance, business expense reimbursement, compensatory and
punitive and liquidated damages, attorneys fees and other costs and expenses,
one week of which is expressly consideration for waiver of potential ADEA
claims. CalComp may offset from such additional amount any funds under any
contract, Promissory Note, relocation agreement, expense reimbursement, or other
obligation owed by Employee to CalComp, and will remit the remainder to the
Employee.
4. In the event Employee violates any provision of this Agreement or if
any of the representations made by Employee herein were false when made,
including but not limited to the waiver of claims provisions, CalComp may either
(a) rescind this Agreement and demand that Employee remit the entire sum
specified in Paragraph 3, plus interest accrued at the rate of 10% per annum,
within 10 calendar days after receipt of notice to do so from CalComp, or (b)
demand and receive specific performance of this Agreement and recover all
damages from Employee caused to CalComp by his/her breach of this Agreement,
including any loss, cost, damage, or expense, including attorneys fees.
5. Employee further agrees that as a condition of this Agreement, his/her
employment relationship with CalComp has been permanently and irrevocably
severed. Employee understands and expressly agrees that CalComp has no
obligation, contractual or otherwise, to rehire, reemploy, recall or hire
Employee in the future.
6. Additional Provisions. Employee also agrees, for the total equivalent
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period of pay specified in Paragraph 3, in weeks, following the Termination
Date, to refund to CalComp any amount of such pay which represents pay for any
period after he/she begins employment with any other CalComp company (mitigation
of damages).
7. In consideration of the payment by CalComp to Employee referenced in
Paragraph 3 and the benefits referenced in Paragraph 11, and also any special
provisions added to this Agreement, Employee hereby irrevocably and
unconditionally releases and forever discharges CalComp of and from any and all
actions, causes of actions, suits, debts, charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages, and
expenses (including attorney's fees and other costs naturally occurred), of any
nature whatsoever in law or equity, which he/she ever had, now has, or may
hereinafter have against CalComp. Employee further agrees that he/she expressly
waives any right to make any claim, file any action, or recover any damages or
other relief in any legal proceeding against or from CalComp, and further agrees
to forebear from filing any complaint, allegation, charge or lawsuit with
respect to any matter, including but not limited to breach of contract, false
claims, statutorily created employee rights, and claims under ADEA and ADA
occurring prior to the effective date of this Settlement Agreement and General
Release.
8. CalComp encourages Employee to disclose the contents of this Agreement
to, and discuss it with, his/her attorneys, accountants, tax advisors and
immediate family.
9. Employee acknowledges that this Agreement resolves, discharges and
extinguishes all claims which he/she has against CalComp, whether known or
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unknown, and which accrue prior to or in connection with the execution of this
Agreement. Employee expressly waives any and all rights under Section 1542 of
the California Civil Code, which reads as follows:
"(Certain claims not affected by general release.) A general release does
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not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor."
10. This Agreement is the entire agreement between the parties and
supersedes all prior negotiations, agreements and understandings regarding all
matters (whether relating to or occurring during the hiring, employment or
termination of Employee by CalComp). This Agreement is to be construed as a
whole, according to its fair meaning and not strictly for or against any of the
parties, excluding only such provisions as are specifically determined by any
court to be illegal or invalid, and any such exclusion will not affect the
validity of the remaining parts, terms or provisions.
11. Employee's medical benefits will expire on February 28, 1998. If
Employee is a member of the 401k Savings and/or Pension Plans, those benefits
will terminate in accordance with the current provisions of the applicable plan.
Employee will also have all rights required under the Consolidated Omnibus
Budget Reconciliation Act of 1986 (commonly referred to as "COBRA"), including
the right to continued group health care coverage for a limited period at
Employee's expense. A notification of those rights, along with the applicable
election forms, will be mailed to Employee within the applicable time.
Both parties, by their signature below, acknowledge and represent that (a)
they have carefully read this entire Agreement, have understood all of its
provisions and have been afforded an opportunity to review this Agreement with
their respective attorneys as desired, (b) they voluntarily accept all of the
provisions of this Agreement, (c) no binding oral representations concerning the
terms or effects of this Agreement have been made by the other party, and (d)
this Agreement is being executed voluntarily and without duress or undue
influence. This Agreement may not be signed by both CalComp and Employee on the
same day. Employee can accept this offer only by signing and returning this
form to CalComp within twenty-one (21) days of Employee's initial receipt of
this offer. Even after signature, Employee may rescind (cancel) this agreement
by returning the Agreement on or before THE 7TH DAY AFTER RECEIPT OF THE FUNDS,
and by returning the funds paid to Employee for the release of all claims, and
stating in writing that Employee wishes to cancel the Agreement.
CALCOMP TECHNOLOGY, INC. EMPLOYEE
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Title: V.P. Human Resources
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Vice President - Human Resources Date: 1/28/98
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Date: January 23, 1998
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