SEVERANCE AGREEMENT
Exhibit 10.27
This Severance Agreement (“Agreement”), effective as of this 30th day of July, 2004, is
entered into by and between Corporate Executive Board (“Company”) and Xxxxx Xxxxx (“Executive”).
WHEREAS, Executive will be employed by Company in a key senior executive position; and
WHEREAS, on this same date, Employer is entering into an Employer Protection Agreement (the
“Protection Agreement”) with Company which contains, among other things, covenants against
competition and solicitation; and
WHEREAS, Executive desires to have some income protection in the even Executive’s employment
is terminated by Company without Cause as defined in Section 3 below, and Company wishes to provide
said protection in accordance with the terms of this Agreement;
NOW THEREFORE, in exchange for the promises contained herein, the receipt and adequacy of
which are hereby acknowledged, the parties agree to the following terms:
1. Limitations of Agreement: Nothing in this Agreement shall constitute a contract
for employment or for Company to employ Executive for any specified term. Either Company or
Executive may terminate their relationship at any time, for any reason permissible under applicable
law, with or without Cause or notice.
2. Severance Benefits: In the event Company terminates Executive’s employment
without Cause as defined in Section 3 below, Executive shall be entitled to severance benefits as
follows (“collectively “Severance Benefits”): : one (1) year of continuation of Executive’s base
salary at the rate then in effect, payable in installments according to Company’s payroll cycle and
a prorated bonus for the calendar year in which said termination occurs pursuant to the terms of
the bonus plan, based on the number of days Executive was employed by Company during said year.
3. Cause: For the purpose of this Agreement, the term “Cause” means the commission
of an act of fraud or theft against the Company; conviction for any felony; conviction for any
misdemeanor involving moral turpitude which might, in the Company’s opinion, cause embarrassment to
the Company; significant violation of any material Company policy; willful or repeated
non-performance of material duties which is not cured within thirty (30) days after written notice
thereof to the Executive; or violation of any material District of Columbia, state or federal laws,
rules or regulations in connection with or during performance of the Executive’s work which, if
such violation is curable, is not cured within thirty (30) days after notice thereof to the
Executive.
4. Conditions on Receipt of Severance Benefits: Executive’s receipt of any Severance
Benefits under this Agreement shall be conditional on Executive: (a) signing and complying with a
Separation Agreement and General Release in a form acceptable to Company (the “Separation
Agreement”), pursuant to which, among other things, Executive provides Company with a full and
unconditional general release of all known or unknown claims against Company and its affiliates,
and its and their officers, directors, employees, agents, representatives, attorneys, benefits
plans and each of their predecessors, successors and assigns; and (b) Executive’s compliance with
the Protection Agreement. In the event Executive breaches the Separation Agreement or the
Protections Agreement, Executive shall forfeit any then unpaid Severance Benefits due under this
Agreement, and Executive shall be required to repay Company all Severance Benefits Executive
received from Company pursuant to this Agreement, within thirty (30) days of the date Company
provides Executive with written notice of such breach. Nothing herein shall limit Company’s right
to obtain other relief for Executive’s breach of the Separation Agreement or the Protection
Agreement.
5. Successors and Assigns: This Agreement shall be binding upon and shall inure to
the benefits of each of the parties and their respective successors and assigns. Company shall
assign its rights and
obligations hereunder to any person or entity that purchases all or substantially all of the
assets of Company. Executive may not assign any of Executive’s rights or obligations under this
Agreement without the prior written consent of Company.
6. Governing Law: This Agreement shall be governed by the laws of the District of
Columbia, without reference to the principles of the conflicts of law therein.
7. Arbitration: All disputes over this Agreement shall be resolved exclusively by
final and binding arbitration before a single arbitrator pursuant to the Employment Rules of the
American Arbitration Association then in effect. The arbitration shall be held in Washington, D.C.
The parties shall be entitled to engage in such pre-hearing discovery as is permitted by the
arbitrator. The prevailing party will be awarded its reasonable attorneys’ fees and costs.
8. Severability: In the event any term of this Agreement is held to be invalid,
illegal or unenforceable by a court of competent jurisdiction, it shall be considered severed from
this Agreement and shall not effect the validity, legality or enforceability of the remaining
terms, and the Court shall modify the severed term to make it valid, legal and enforceable to the
maximum extent permitted by law.
9. Entire Agreement: This Agreement represents the entire agreement of the parties
concerning its subject matter, and supersedes all other agreements, discussions or understandings
between the parties concerning said subject matter. This Agreement may only be modified by a
written instrument signed by both parties.
10. Counterparts: This Agreement may be executed in one or more counterparts, each
of which shall be considered an original, and together which shall constitute on and the same
instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the dates set forth
below.
| EXECUTIVE | COMPANY | ||||
/s/ Xxxxx X. Xxxxx
|
By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Date: 7/30/04 | Title: Controller and Corporate Secretary | ||||
| Date: 7/30/04 | |||||
