EXHIBIT 99.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between Quipp, Inc. (the "Company") and Xxxx X. Xxxxxxx, III (the "Executive")
on August 10, 2005.
WHEREAS, the Company and the Executive and Xxxxxxx X. Xxxxxxx (the
"Sellers") have entered into a Share Purchase Agreement dated as of the date
hereof (the "Purchase Agreement"), pursuant to which Newstec, Inc. ("Newstec"),
which is owned by the Sellers, will become a wholly owned subsidiary of the
Company (the "Acquisition"); and
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interest of the Company and its shareholders to employ the
Executive as an executive of the Company as of the closing date of the
Acquisition.
WHEREAS, in accordance with the foregoing, the Company and Executive
desire to enter into this Agreement to set forth the terms of Executive's
employment with the Company.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the Company and the Executive
hereby agree as follows:
1. Employment.
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(a) Term.
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(1) The term of this Agreement shall begin on the closing date
of the Acquisition (the "Effective Date") and shall continue until the third
anniversary of the Effective Date (the "Initial Term") unless sooner terminated
as hereinafter provided. On or before the date that is one year before the
expiration of the Initial Term or any Subsequent Term (as described below) (a
"Renewal Date"), the Company may elect to extend the term of this Agreement for
the period commencing on the Renewal Date and ending three years thereafter (the
"Subsequent Term"). For example, if the Effective Date is September 1, 2005, the
Initial Term will end on August 31, 2008 and the Renewal Date will be August 31,
2007. If the Company extends the term of the Agreement, the Subsequent Term will
end on August 31, 2010. The Company may elect to extend the term of this
Agreement as described above on or before the Renewal Date for the Initial Term
and on or before each subsequent Renewal Date. Any notice of renewal of the
Agreement shall be given to the Executive in writing pursuant to Section 14. For
purposes of this Agreement, "Term" shall mean the Initial Term and any
Subsequent Term.
(2) If the Company elects not to renew the Agreement, the
Agreement will continue in effect according to its terms until the end of the
then current Term, at which time the Agreement shall terminate. In no event
shall the expiration or non-renewal of this Agreement be deemed a termination of
the Executive's employment for purposes of this Agreement, including a
termination without Cause for purposes of Section 5.
(b) Duties.
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(1) The Executive shall serve initially as the Vice
President-Corporate Development of the Company and as the President of Newstec,
and in such other positions as the Board of Directors of the Company (the
"Board") determines, with the reasonable duties, responsibilities and authority
commensurate therewith. The Executive shall report to the President and Chief
Executive Officer of the Company (the "CEO"). The Executive shall perform all
duties and accept all responsibilities incident to such positions as may be
reasonably assigned to him by the CEO or by the Board, consistent with his
positions. Until the first anniversary of the Effective Date, the Executive
shall have his principal office within twenty (20) miles of Newstec's current
principal office unless otherwise mutually agreed by the parties hereto.
Thereafter, the Executive's principal office will be within the greater Miami,
Florida area. The Company agrees to reimburse the Executive for hotel expenses
incurred at a Marriott Courtyard or similar hotel while in the greater Miami,
Florida area through December 31, 2006 and to reimburse the Executive for weekly
round-trip airfare from Boston, Massachusetts or New York, New York to the
greater Miami, Florida area for the Term.
(2) The Executive represents to the Company that he is not
subject to or a party to any employment agreement, non-competition covenant,
understanding or restriction which would be breached by or prohibit the
Executive from executing this Agreement and performing fully his duties and
responsibilities hereunder.
(c) Best Efforts. During the Term, the Executive shall devote his
best efforts and full time and attention to promote the business and affairs of
the Company and its affiliated companies, and shall be engaged in other business
activities only to the extent that such activities do not materially interfere
or conflict with his obligations to the Company hereunder, including, without
limitation, obligations pursuant to Section 10 below. The foregoing also shall
not be construed as preventing the Executive from serving on civic, educational,
philanthropic or charitable boards or committees, or, if the Board consents, on
corporate boards, so long as such activities do not significantly interfere with
the performance of the Executive's responsibilities hereunder and are permitted
under the Company's Code of Conduct and employment policies.
2. Compensation.
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(a) Base Salary. As compensation for the services to be rendered
hereunder, the Company shall pay to the Executive an annual base salary at the
minimum rate of $200,000 ("Base Salary"). This amount shall be subject to an
upward adjustment at such time as the Board may determine after the second
anniversary of the Effective Date. The Executive's Base Salary shall be paid in
accordance with the Company's existing payroll policies, and shall be subject to
applicable withholding taxes.
(b) Annual Bonus. The Executive shall be eligible for a
discretionary annual bonus under the Management Incentive Plan established by
the Compensation Committee of the Board (the "Compensation Committee") from time
to time. The performance goals, targets and other terms of the discretionary
annual bonus shall be determined by the Compensation Committee and may be based
on considerations of overall Company financial results, achievement of specified
Company or departmental goals and achievement of specified personal objectives
for performance based on a completed fiscal year. Notwithstanding the foregoing,
the first two annual bonuses awarded under this Agreement in no event shall be
at a rate less than $15,000 per year.
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3. Employee Benefits and Vacation.
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(a) Retirement and Welfare Benefits. The Executive shall be
entitled to participate in the Company's health, life insurance, long and
short-term disability, dental, retirement, savings, and medical programs, if
any, pursuant to their respective terms and conditions. Nothing in this
Agreement shall preclude the Company or any affiliate of the Company from
terminating or amending any employee benefit plan or program from time to time
after the Effective Date.
(b) Vacation. The Executive shall be entitled to vacation, holiday
and sick leave at levels commensurate with those provided to other senior
executive officers of the Company, in accordance with the Company's vacation,
holiday and other pay for time not worked policies; provided that in no event
shall the Executive be entitled to less than twenty (20) vacation days per year.
4. Expenses. The Company shall reimburse the Executive for all necessary
and reasonable travel and other business expenses incurred by the Executive in
the performance of his duties hereunder in accordance with such reasonable
accounting procedures as the Company may adopt generally from time to time for
executives. The Executive shall be entitled to the use of the automobile of
Newstec that he is currently using. The Company understands and acknowledges
that the Executive may elect to obtain his own similar replacement automobile
after the expiration of one year from the Effective Date, and at such time he
will be entitled to an automobile allowance of $1,000 per month. In all events,
the Executive will be entitled to (i) reimbursement for tolls incurred while the
automobile is being used for Company business and (ii) the prevailing Internal
Revenue Service rate for all miles driven for Company business.
5. Termination Without Cause. If the Executive's employment is terminated
by the Company without Cause (as defined in Section 9) during the Term, the
provisions of this Section 5 shall apply.
(a) The Company may terminate the Executive's employment with the
Company at any time without Cause upon not less than 30 days' prior written
notice to the Executive; provided that in the event that such notice is given,
the Executive shall be under no obligation to render any additional services to
the Company and shall be allowed to seek other employment. On the date of
termination specified in such notice, the Executive agrees to resign all
positions, including as an officer and, if applicable, as a director, related to
the Company and its parents, subsidiaries and affiliates.
(b) Unless the Executive complies with the provisions of Section
5(c) below, upon termination under Section 5(a) above, the Executive shall be
entitled to receive (i) any earned but unpaid compensation and (ii) the amount
due to the Executive under the Company's then current severance pay plan for
employees, if any, but only to the extent not conditioned on the execution of a
release by the Executive. No other payments or benefits shall be due under this
Agreement to the Executive, but the Executive shall be entitled to any benefits
accrued and due in accordance with the terms of any applicable benefit plans and
programs of the Company and applicable law.
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(c) Notwithstanding the provisions of Section 5(b)(ii), if the
Executive's employment is terminated as described in Section 5(a) above and the
Executive executes and does not revoke a written release as described in
subsection (e) below (the "Release"), the Executive shall be entitled to
receive, in lieu of the payments described in Section 5(b)(ii) and any payments
due under any severance plan or program for employees or executives, the
following amounts:
(1) An amount equal to the Executive's Base Salary (at the
rate in effect immediately before the Executive's termination) for the balance
of the then existing Term, which shall be payable in installments in accordance
with the Company's normal payroll practices and, if applicable, the Minimum
Bonus payable under the last sentence of 2(b).
(2) Any benefits accrued and due under any applicable benefit
plans and programs of the Company.
(d) Payment of the amounts described in subsection (c)(1) shall
begin immediately after the end of the revocation period for the Release or, if
required by section 409A of the Internal Revenue Code of 1986, as amended (the
"Code"), six months after the date of the Executive's termination of employment
with the Company. If payment is delayed pursuant to section 409A of the Code,
the first payment after the end of the six-month period shall include the
installments that would otherwise have been paid for the six-month postponement
period.
(e) The Release shall be in a form acceptable to the Company, but
substantially in the form attached hereto as Exhibit A (subject to adjustments
reasonably determined by the Company to be necessary to comply with applicable
law at the time of the Executive's termination), and shall be a release of any
and all claims against the Company and all related parties with respect to all
matters arising out of the Executive's employment by the Company, or the
termination thereof (other than amounts payable under subsection (c) of this
Section 5).
6. Voluntary Termination. The Executive may voluntarily terminate his
employment for any reason upon 30 days' prior written notice. In such event,
after the effective date of such termination, no payments shall be due under
this Agreement, except that the Executive shall (a) be paid all earned and
unpaid compensation and (b) receive benefits accrued and due under any
applicable benefit plans and programs of the Company and applicable law;
provided that, if the Executive terminates his employment as a result of a
significant diminution in the duties and responsibilities from those initially
contemplated in Section 1(b)(1) or a material breach by the Company of the
provisions of this Agreement that is not cured within thirty (30) days of
written notice to the Company, then, in any such event, the Executive shall be
entitled to the amounts specified in Section 5(c)(1).
7. Disability. If the Executive incurs a disability under the Company's
long-term disability plan ("Disability"), the Executive's employment shall
terminate on the date of Disability or such later date as the Company determines
according to Company policy. If the Executive's employment terminates on account
of his Disability, no payments shall be due under this Agreement after the
effective date of termination, except that Executive shall (a) be paid all
earned and unpaid compensation and (b) receive any benefits accrued and due
under any applicable benefit plans and programs of the Company and applicable
law.
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8. Death. If the Executive dies while employed by the Company, the
Executive's employment shall terminate on the date of death and the Company
shall pay to the Executive's executor, legal representative, administrator or
designated beneficiary, as applicable, any benefits accrued and due under any
applicable benefit plans and programs of the Company or applicable law.
Otherwise, the Company shall have no further liability or obligation under this
Agreement to the Executive's executors, legal representatives, administrators,
heirs or assigns or any other person claiming under or through the Executive.
9. Cause. The Company may terminate the Executive's employment at any time
for Cause (as defined below) upon written notice to the Executive, in which
event all payments under this Agreement shall cease, except for all earned and
unpaid compensation and any benefits accrued and due under any applicable
benefit plans and programs of the Company and applicable law. For purposes of
this Agreement, "Cause" shall mean any of the grounds for termination of the
Executive's employment listed below:
(a) The Executive shall have been indicted for, convicted of, or
pleads nolo contendere to, a felony or a crime involving fraud,
misrepresentation or moral turpitude;
(b) The Executive's fraud, dishonesty, theft or misappropriation
of funds in connection with his duties hereunder; or
(c) Gross negligence or willful misconduct in the performance (or
lack of performance) of the Executive's duties hereunder (which may include
grossly negligent or willful failure to comply with this Agreement or the
Company's Code of Conduct or employment policies, as in effect from time to
time) unless cured within thirty (30) days after the Executive's receipt of
written notice thereof.
10. Restrictive Covenants.
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(a) Covenant Not to Compete. The Executive hereby agrees that,
during the Executive's employment with the Company Group (as defined below) and
thereafter during the Restriction Period (as defined below), the Executive will
not, at any time, directly or indirectly, engage in, or have any interest on
behalf of itself or others in any person or business other than the Company
Group (whether as an employee, officer, director, agent, security holder,
creditor, partner, joint venturer, beneficiary under a trust, investor,
consultant or otherwise) that engages within the Restricted Territory (as
defined below) any of those business activities in which the Company Group is
engaged or has been engaged in the last 12 months. The "Restriction Period" for
purposes of this Agreement is the period commencing on the Effective Date and
ending on the last to occur of (i) the fifth anniversary of the Effective Date,
(ii) two years after the date of the Executive's termination of employment with
the Company Group, or (iii) two years after any salary continuation payments
described in Section 5(c)(1) end; provided that the Restriction Period shall end
if the Company fails to pay amounts due and owing to the Executive under this
Agreement unless such failure is cured within twenty (20) days after the
Company's receipt of written notice of such failure. The "Restricted Territory"
means anywhere in the United States, Canada and Mexico. Notwithstanding the
foregoing, and provided that such activities do not interfere with the
fulfillment of the Executive's obligations, the Executive may acquire solely as
an investment not more than 2% of any class of securities of any competing
entity if such class of securities is listed on a national securities exchange
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or on the Nasdaq system so long as the Executive remains a passive investor in
such entity.
(b) Hiring of Employees. During the Executive's employment with
the Company Group and thereafter during the Restriction Period, the Executive
hereby agrees that the Executive will not directly or indirectly (unless on
behalf of the Company Group) solicit for employment, or hire or offer employment
to, (i) any employee of the Company Group unless the Company Group first
terminates the employment of such employee or (ii) any person who at any time
during the 180-day period prior to the termination of the Executive's employment
with the Company Group was an employee of the Company Group.
(c) Non-Solicitation. The Executive hereby agrees that, during the
Executive's employment with the Company Group and thereafter during the
Restriction Period, the Executive will not directly or indirectly (unless on
behalf of the Company Group) call on or solicit for the purpose of selling
services or products of a type offered by the Company Group or divert or take
away from the Company Group (including, by divulging any identity to any
competitor or potential competitor of the Company Group) any person or entity
who is at that date (if such action occurs during the Executive's employment
with the Company Group) or at the date of termination of the Executive's
employment was, or at any time during the 12-month period prior to either such
date had been, a customer of the Company Group or whose identity is known to the
Executive at either such date as one whom the Company Group intends to solicit
within the succeeding year.
(d) Proprietary Information. At all times, the Executive will hold
in strictest confidence and will not disclose, use, lecture upon or publish any
of the Company Group's Proprietary Information (defined below), except as such
disclosure, use or publication may be required in connection with the
Executive's work for the Company Group, unless the Board expressly authorizes
such disclosure in writing or unless such disclosure is required by law or in a
judicial or administrative proceeding, in which event the Executive shall
promptly notify the Board of the required disclosure and assist the Company
Group if it determines to resist the disclosure. "Proprietary Information" shall
mean any and all confidential or proprietary knowledge, data or information of
the Company Group, including but not limited to information relating to
financial matters, investments, budgets, business plans, marketing plans,
personnel matters, business contacts, products, processes, know-how, designs,
methods, improvements, discoveries, inventions, ideas, data, programs, and other
works of authorship other than any of the foregoing that becomes generally
available to the public other than through the Executive's breach of this
Agreement.
(e) Invention Assignment. The Executive agrees that all
inventions, innovations, improvements, developments, methods, designs, analyses,
reports, and all similar or related information which relates to the Company
Group's actual or anticipated business, research and development or existing or
future products or services and which are conceived, developed or made by
Executive while employed by any entity within the Company Group, whether or not
patented ("Work Product") belong to the Company Group. The Executive will
promptly disclose such Work Product to the Board and perform all actions
reasonably requested by the Board (whether during or after the Term) to
establish and confirm such ownership (including, without limitation,
assignments, consents, powers of attorneys and other instruments).
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(f) Return of Company Property. Upon termination of the
Executive's employment with the Company Group for any reason whatsoever,
voluntarily or involuntarily, and at any earlier time the Company requests, the
Executive will deliver to the person designated by the Company Group all
originals and copies of all documents and property of the Company Group in the
Executive's possession, under the Executive's control or to which the Executive
may have access. The Executive will not reproduce or appropriate for the
Executive's own use, or for the use of others, any property, Proprietary
Information or Work Product.
(g) Company Group. For purposes of this Agreement, the term
"Company Group" means the Company, Newstec and all of their parents,
subsidiaries, affiliates and successors.
11. Legal and Equitable Remedies. Because the Executive's services are
personal and unique and the Executive has had and will continue to have access
to and has become and will continue to become acquainted with the Proprietary
Information of the Company Group, and because any breach by the Executive of any
of the restrictive covenants contained in Section 10 would result in irreparable
injury and damage for which money damages would not provide an adequate remedy,
the Company Group shall have the right to enforce Section 10 and any of its
provisions by injunction, specific performance or other equitable relief,
without bond and without prejudice to any other rights and remedies that the
Company Group may have for a breach, or threatened breach, of the restrictive
covenants set forth in Section 10. The Executive agrees that in any action in
which the Company Group seeks injunction, specific performance or other
equitable relief, the Executive will not assert or contend that any of the
provisions of Section 10 are unreasonable or otherwise unenforceable. The
Executive irrevocably and unconditionally (a) agrees that any legal proceeding
arising out of this paragraph may be brought in the United States District Court
for the Southern District of Florida, or if such court does not have
jurisdiction or will not accept jurisdiction, in any court of general
jurisdiction in Miami-Dade County, Florida, (b) consents to the non-exclusive
jurisdiction of such court in any such proceeding, and (c) waives any objection
to the laying of venue of any such proceeding in any such court. The Executive
also irrevocably and unconditionally consents to the service of any process,
pleadings, notices or other papers. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any legal
proceeding by mailing or delivering a copy thereof in the manner and at the
address specified in Section 14 below, and agrees that such service shall
constitute good and sufficient service of process and notice thereof.
12. Survival. The respective rights and obligations of the parties
hereunder shall survive the termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
13. No Mitigation or Set Off. In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and such amounts shall not be reduced, regardless of whether the Executive
obtains other employment. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any circumstances, including, without limitation, any
set-off, counterclaim, recoupment, defense or other right which the Company may
have against the Executive or others.
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14. Notices. All notices referred to in this Agreement shall be given in
writing and shall be effective if given by (a) personal delivery; (b) facsimile,
when transmitted to the telecopy number below and an appropriate facsimile
confirmation is received; (c) registered or certified mail, postage-paid, when
received by a party at its address listed below (return receipt requested); or
(d) delivered by an express courier (with confirmation) to a party at its
address listed below:
If to the Company, to:
Quipp, Inc.
0000 X.X. 000 Xxxxxx
Xxxxx, XX 00000
Telephone: (000) 000-0000 xxx-000
Facsimile: (000) 000-0000
Attention: Chief Executive Officer
With a required copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxx, Esquire
If to the Executive, to the most recent address on file with the
Company.
or to such other names or addresses as the Company or the Executive, as the case
may be, shall designate by notice to each other person entitled to receive
notices in the manner specified in this Section.
15. Withholding. All payments under this Agreement shall be made subject to
applicable tax withholding, and the Company shall withhold from any payments
under this Agreement all federal, state and local taxes as the Company is
required to withhold pursuant to any law or governmental rule or regulation. The
Executive shall bear all expense of, and be solely responsible for, all federal,
state and local taxes due with respect to any payment received under this
Agreement.
16. Remedies Cumulative; No Waiver. No remedy conferred upon a party by
this Agreement is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to any other
remedy given under this Agreement or now or hereafter existing at law or in
equity. No delay or omission by a party in exercising any right, remedy or power
under this Agreement or existing at law or in equity shall be construed as a
waiver thereof, and any such right, remedy or power may be exercised by such
party from time to time and as often as may be deemed expedient or necessary by
such party in its sole discretion.
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17. Assignment. All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
heirs, executors, administrators, legal representatives, successors and assigns
of the parties hereto, except that the duties and responsibilities of the
Executive under this Agreement are of a personal nature and shall not be
assignable or delegable in whole or in part by the Executive. The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the
business or assets of the Company, within 15 days of such succession, expressly
to assume and agree to perform this Agreement in the same manner and to the same
extent as the Company would be required to perform if no such succession had
taken place and the Executive acknowledges that in such event the obligations of
the Executive hereunder, including but not limited to those under Sections 10
and 11, will continue to apply in favor of the successor.
18. Entire Agreement. This Agreement sets forth the entire agreement of the
parties hereto and supersedes any and all prior agreements and understandings
concerning the Executive's employment by the Company or Newstec. This Agreement
may be changed only by a written document signed by the Executive and the
Company.
19. Severability. In the event of litigation involving this Agreement, if a
court of competent jurisdiction determines that the duration or scope of Section
10 is too long or broad in any respect, then the duration or scope shall be
deemed to be reduced or narrowed to such duration or scope as is found lawful
and reasonable by such court. The Executive acknowledges, however, that Section
10 has been negotiated by the parties and that the geographical and time
limitations, as well as the limitation on activities, are reasonable in light of
the circumstances pertaining to the Company. The Executive agrees that if any
provision of this Agreement is construed to be invalid or unenforceable, the
remaining provisions of this Agreement shall not be affected and the remaining
provisions will have full force and effect without regard to the invalid or
unenforceable portions.
20. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the substantive and procedural laws of the state of
Florida without regard to rules governing conflicts of law.
21. Counterparts. This Agreement may be executed in any number of
counterparts (including facsimile counterparts), each of which shall be an
original, but all of which together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
QUIPP, INC.
By: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
President and Chief Executive Officer
EXECUTIVE
/s/ Xxxx X. Xxxxxxx, III
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Xxxx X. Xxxxxxx, III
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EXHIBIT A
GENERAL RELEASE
1. General Release. I, ____________, for and in consideration of the
commitments of Quipp, Inc. (the "Company") under the Employment Agreement
between the Company and me dated August 10, 2005 (the "Agreement") and intending
to be legally bound, do hereby REMISE, RELEASE AND FOREVER DISCHARGE the
Company, and its respective affiliates, subsidiaries and parents, and its and
their respective officers, directors, partners, shareholders, employees, and
agents, and their respective successors, predecessors, assigns, heirs,
executors, and administrators (collectively, the "Company Releasees") from all
causes of action, suits, debts, claims and demands whatsoever in law or equity,
that I ever had, now have, or hereafter may have, or which my heirs, executors
or administrators hereafter may have, whether known or unknown, suspected or
unsuspected, apparent or concealed, by reason of any matter, cause or thing
whatsoever, at any time prior to the date I sign this General Release, and
particularly, but without limitation of the foregoing general terms, any claims
arising from or relating in any way to my employment relationship with the
Company Group (as defined in the Agreement) or the termination thereof,
including, without limitation, any claims arising under the Rehabilitation Act
of 1973, 29 USCss.ss.701 et seq., as amended; Title VII of the Civil Rights Act
of 1964, 42 XXXxx.xx. 2000e et seq., as amended; the Civil Rights Act of 1991, 2
USCss.ss.60 et seq., as applicable; the Age Discrimination in Employment Act of
1967, 29 USCss.ss.621 et seq., as amended ("ADEA"); the Americans with
Disabilities Act, 29 USCss.ss.706 et seq. ("ADA"); the Family and Medical Leave
Act, 29 U.S.C.ss.2601 et. seq. ("FMLA"); the Employee Retirement Income Security
Act of 1974, 29 XXXxx.xx. 301 et seq., as amended ("ERISA"); the Massachusetts
Fair Employment Practices Act, Mass. Gen. Laws. Xxx. ch. 151B,ss.1 et seq.; the
Massachusetts Wage Payment Law, Mass Gen. Xxxx Xxx. ch. 149,ss.ss.148 et seq.;
the Massachusetts Equal Pay Law, Mass. Gen. Xxxx Xxx. ch. 149,ss.ss.105A to
105C; the Massachusetts Age Discrimination Law, Mass. Gen. Xxxx Xxx. ch.
149,ss.ss.24A et seq.; the Florida Civil Rights Act of 1992 as amended, Fla.
Stat.ss.ss.760.01 et seq.; the Florida Private Whistleblower Act, Fla.
Stat.ss.448.101 et seq.; Florida's Workers Compensation laws, Fla. Stat. Ch.
440; and all other claims under any federal, state or local law, whether
statutory, regulatory, or common law, including, without limitation, any claims
for discriminatory or wrongful discharge, now or hereafter recognized, and any
claims for attorneys' fees, costs, disbursements and the like. This General
Release is effective without regard to the legal nature of the claims raised or
whether such claims are based upon tort, equity, implied or express contract, or
discrimination of any sort. Nothing in this General Release shall be deemed to
be a waiver of any claims that may arise after the date I sign this General
Release, to claims not relating to my employment that I may have under the Share
Purchase Agreement dated as of August 10, 2005 to which the Company and I are
parties and the documents executed in connection therewith or to claims for
indemnification or advancement of expenses that I may have as a director or
officer of the Company so long as such claims do not relate to and would not
give rise to a basis for a claim for indemnification under such Share Purchase
Agreement. The term "Company Group" shall have the meaning given that term in
the Agreement.
2. Waiver. Subject to the limitations of paragraph 1 above, I expressly
waive all rights afforded by any statute which expressly limits the effect of a
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release with respect to unknown claims. I understand the significance of this
release of unknown claims and the waiver of statutory protection against a
release of unknown claims.
3. Termination of Employment; No Re-Hire. I hereby agree and recognize
that my employment by the Company [* OR OTHER COMPANY GROUP MEMBER] was
permanently and irrevocably severed on _______ __, _____, that I will not apply
for or otherwise seek reemployment with any Company Group member at any time,
and that neither the Company nor any other Company Group member has any
obligation, contractual or otherwise to me to hire, rehire or reemploy me in the
future. I acknowledge that the terms of the Agreement provide me with payments
and benefits which are in addition to any amounts to which I otherwise would
have been entitled.
4. No Disparagement. To the fullest extent permitted by law and unless
otherwise required by law, I agree that I shall not publicly or privately make
any disparaging comments, orally or in writing, about any member of the Company
Group and shall not make any false statements, orally or in writing, about any
of the Company Group's products or services. For purposes of this General
Release, the term "disparage" includes, without limitation, comments or
statements to the press or media or to any entity or individual with whom any
member of the Company Group has a business relationship that would adversely
affect in any manner the conduct of the business of any member of the Company
Group or the business or personal reputation, as the case may be, of any member
of the Company Group.
5. Certification. I hereby certify that I have read the terms of this
General Release and understand its terms and effects, including the fact that I
have agreed to RELEASE AND FOREVER DISCHARGE the Company Releasees from any and
all legally waivable claims. I hereby certify that I have had adequate time to
review and consider this General Release prior to signing and have signed this
General Release voluntarily and knowingly in exchange for the consideration
described in the Agreement, which is adequate and satisfactory to me. I further
certify that I have been advised by the Company and am hereby advised in writing
to consult with an attorney of my choosing prior to signing this General
Release, and I have in fact consulted with an attorney or have had adequate time
and opportunity to do so prior to signing this General Release. None of the
above named parties, nor their agents, representatives, or attorneys have made
any representations to me concerning the terms or effects of this General
Release other than those contained herein.
6. Right to Revoke. I hereby acknowledge that I have been informed that I
have the right to consider this Release for a period of 21 days prior to
execution. I also understand that I have the right to revoke this Release for a
period of seven days following execution by giving written notice to the Company
at 0000 X.X. 000 Xxxxxx, Xxxxx, XX 00000, Attention: Chief Executive Officer.
7. Governing Law. This General Release shall be subject to, governed by,
interpreted in accordance with and enforced under the laws of the state of
Florida without regard to conflicts of law principles. I (a) irrevocably submit
to the jurisdiction of the United States District Court for the Southern
District of Florida and to the jurisdiction of any court of general jurisdiction
in Miami-Dade County, Florida for the purposes of any suit, action or other
proceeding arising out of or relating to this General Release, and (b) waive and
agree not to assert in any such proceeding a claim that (i) I am not personally
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subject to the jurisdiction of the courts referred to above, (ii) the suit or
action was brought in an inconvenient forum, or (iii) the venue of the suit or
action is improper.
8. Survival. I hereby further acknowledge that the terms of Sections 10
and 11 of the Agreement shall continue to apply for the time periods provided
therein and that I will abide by and fully perform such obligations.
9. Entire Agreement. This General Release sets forth the entire agreement
between the parties and fully supersedes any and all prior agreements or
understandings between them. I agree that no promises or representations have
been made to me in connection with the terms of this General Release other than
those set forth herein.
10. Binding Effect. This General Release is binding upon, and shall inure
to the benefit of, the parties and their respective heirs, administrators,
executors, successors and assigns.
11. Effective Date. This General Release shall not become binding on any
party until all parties have signed it. The effective date of this General
Release shall be the eighth (8th) day following execution of this General
Release by both parties.
Intending to be legally bound hereby, I execute the foregoing General
Release this ___ day of _____________, 20 ___.
------------------------ ---------------------------
Witness
NO DISPARAGEMENT AGREEMENT OF THE COMPANY
To the fullest extent permitted by law, and unless otherwise required by law,
the Company agrees that it will not publicly or privately make any disparaging
comments, orally or in writing, about _____. For this purpose, the term
"disparage" includes, without limitation, comments or statements to the press or
media or to any entity or individual with whom _____ has a business relationship
that would adversely affect in any manner the conduct of the business or
personal reputation of _____.
QUIPP, INC.
By:
------------------------
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