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EMPLOYMENT AND CONSULTING AGREEMENT
This Employment and Consulting Agreement (the "Agreement") is entered
into between Xxxxxxx X. Xxxxxxxxx and Safety 1st, Inc. (the "Company"),
effective as of the Effective Date, as defined below.
WITNESSETH:
WHEREAS, Xx. Xxxxxxxxx is employed by the Company as its Executive Vice
President; and
WHEREAS, the Company and Xx. Xxxxxxxxx were parties to an expired
Employment Agreement made as of April 8, 1993 (the "Employment Agreement");
WHEREAS, the Company and Xx. Xxxxxxxxx seek to continue Xx. Xxxxxxxxx'x
employment as Executive Vice President for a further period and thereafter
modify their employment relationship to employment as a Consultant for a
specified term;
WHEREAS, after the end of his employment as Executive Vice President,
Xx. Xxxxxxxxx intends to engage in the business of developing and selling
product ideas; and
WHEREAS, Xx. Xxxxxxxxx and the Company desire to resolve fully and
finally any possible differences between them;
NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, Xx. Xxxxxxxxx and the Company agree as follows:
1. CONTINUED EMPLOYMENT AS EXECUTIVE VICE PRESIDENT
The Company agrees to continue to employ Xx. Xxxxxxxxx and Xx.
Xxxxxxxxx accepts continued employment with the Company as its Executive Vice
President for a term beginning on the Effective Date and ending on December 31,
1999.
(a) SALARY. Effective for the period of such employment
as Executive Vice President, the Company shall continue Xx. Xxxxxxxxx'x
base salary at the current annual rate of One Hundred Ninety Thousand
Dollars ($190,000.00), payable in accordance with the Company's
standard schedule for salary payments to its executives.
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(b) INCORPORATED PROVISIONS OF EMPLOYMENT AGREEMENT.
Except as set forth in Section 1(c), the following provisions of the
Employment Agreement are incorporated into this Agreement and shall be
fully effective as if fully set forth in this Agreement: Section 2
("Duty to Perform Services"), Section 5 ("Expenses"), Section 6
("Vacation; Holidays; Sick Time; Benefits"), Section 7 ("Writings,
Inventions, Discoveries, Etc."), Section 8 ("Assignments of Writings
and Inventions"), Section 9 ("Confidential Information"), Section 10
("Non-Competition"), Section 11 ("Termination [of] Employment"),
Section 12 ("Injunctive Relief"), Section 13 ("Notices"), Section 14
("Survival"), Section 18 ("Binding Upon Successors"), and Section 19
("Waivers and Amendments"). All other provisions of the Employment
Agreement shall be of no further force or effect.
(c) MODIFICATIONS OF INCORPORATED PROVISIONS OF
EMPLOYMENT AGREEMENT. Notwithstanding Section l(b) above, the following
incorporated provisions of the Employment Agreement shall be modified
as follows:
(i) SECTIONS 2 AND 6. Sections 2 and 6 of the
Employment Agreement shall apply only to that portion of Xx.
Xxxxxxxxx'x continued employment in which he serves the
Company as its Executive Vice President and shall not apply to
that portion of his employment in which he serves the Company
as a Consultant.
(ii) SECTION 7. In Section 7 of the Employment
Agreement as incorporated into this Agreement, the reference
to "during the term of his employment by the Company, or
during the one-year period following such employment,..."
shall be replaced by the following: "during the period from
the Effective Date to and including December 31, 1999,..."
(iii) SECTION 10. In Section 10(a) of the
Employment Agreement as incorporated into this Agreement, the
reference to "During his employment by the Company hereunder
and for a period of three years thereafter,..." shall be
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replaced by the following: "During the period to and including
December 31, 1999,...."
(iv) SECTION 11. For purposes of Section 11 of
the Employment Agreement, all references to the "Base Salary"
shall mean the base salary payable to Xx. Xxxxxxxxx at the
time of termination of employment, provided that in the event
of the occurrence of either a notice of resignation or a
termination without cause during 1999, any Base Salary payable
pursuant to Section 11 for periods after 1999 shall be the
base salary set forth in Section 2(a) below.
2. CONSULTING PERIOD
Provided that his employment has not previously terminated pursuant to
Section 11 of the Employment Agreement as incorporated into this Agreement, Xx.
Xxxxxxxxx shall be considered to have resigned from his position as Executive
Vice President and any other offices that he may hold with the Company effective
December 31, 1999. Notwithstanding such resignation (and provided that his
employment has not previously terminated pursuant to Section 11 of the
Employment Agreement as incorporated into this Agreement), Xx. Xxxxxxxxx'x
employment with the Company shall continue after December 31, 1999 pursuant to
this Section 2. Specifically, and subject to the foregoing, the Company agrees
to employ Xx. Xxxxxxxxx and Xx. Xxxxxxxxx accepts employment with the Company as
a Consultant for a term beginning on January 1, 2000 and ending on December 31,
2000, subject to the following terms:
(a) SALARY. Effective for the period of such employment
as a Consultant (the "Consulting Period"), the Company shall pay Xx.
Xxxxxxxxx a base salary at the annual rate of Two Hundred Thousand
Dollars ($200,000.00), payable in accordance with the Company's
standard schedule for payments to its executives.
(b) SERVICES. During the Consulting Period, Xx. Xxxxxxxxx
shall perform services as a Consultant as requested by the Company for
up to twenty (20) hours per
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week. Any services requested by the Company shall be consistent with
Xx. Xxxxxxxxx'x education, experience and expertise.
(c) BENEFITS.
(i) MEDICAL AND DENTAL BENEFITS. Due to the
reduction in Xx. Xxxxxxxxx'x hours of work during the
Consulting Period, he will be ineligible for participation in
the Company's group medical and dental insurance programs. Xx.
Xxxxxxxxx elects to continue such coverages pursuant to COBRA
beginning effective January 1, 2000. Provided that Xx.
Xxxxxxxxx remains eligible for COBRA continuation, the Company
shall pay the premium cost for continuation of group medical
and dental insurance coverages under COBRA to the extent that
it would pay such premiums for eligible employees to and
including December 31, 2000 or, if the Consulting Period
continues thereafter, until the earlier of the end of the
Consulting Period or the end of Xx. Xxxxxxxxx'x COBRA
eligibility.
(ii) OTHER BENEFITS. Xx. Xxxxxxxxx shall be
permitted to participate in the Company's Section 401(k) plan
during the Consulting Period if and to the extent that he
satisfies the eligibility standards for participation
including, without implication of limitation, any minimum
hours of work requirements for eligibility. Xx. Xxxxxxxxx'x
right to participate in any other benefit program of the
Company shall cease effective on December 31, 1999, except as
otherwise provided in this Agreement.
(d) OFFICE AND SUPPORT. During the Consulting Period, the
Company shall make an office, secretarial services, an office telephone
and voicemail available to Xx. Xxxxxxxxx for his use in connection with
his performance of services for the Company and, subject to the
Company's discretion, for other business purposes including, without
implication of limitation, Xx. Xxxxxxxxx'x search for non-competition
employment.
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(e) RESIGNATION AND TERMINATION WITHOUT CAUSE.
(i) Provided that the Consulting Period does not
terminate earlier pursuant to Section 11 of
the Employment Agreement as incorporated
into this Agreement, Xx. Xxxxxxxxx shall be
considered to have resigned from employment
effective as of December 31, 2000 (the
"Resignation Date"), provided that the
parties may, by mutual written agreement,
agree to extend the Resignation Date until
December 31, 2001 or any earlier agreed
date. In the event of such an extension, the
"Consulting Period" shall be considered
extended to such agreed Resignation Date.
Nothing in this Agreement shall be construed
to obligate either party to agree to any
such extension. Xx. Xxxxxxxxx shall not be
eligible for further employment with the
Company after the Resignation Date.
(ii) Notwithstanding anything in Section 11 of
the Employment Agreement to the contrary, if
Xx. Xxxxxxxxx resigns from employment as a
Consultant effective before December 31,
2000 pursuant to Section 1l(e) of the
Employment Agreement or if the Company
terminates Xx. Xxxxxxxxx'x employment as a
Consultant without cause pursuant to Section
11(b) of the Employment Agreement, the
Company shall continue Xx. Xxxxxxxxx'x base
salary pursuant to Section 2(a), effective
to and including, but not after, December
31, 2000.
3. NON-COMPETITION
As set forth in Section 10 of the Employment Agreement as incorporated
into this Agreement pursuant to Section 1(c)(iii), the term of the
non-competition restriction set forth in
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such Section 10 shall end on December 31, 1999. During the Consulting Period and
for the two year period immediately following the later of December 31, 2000 or
the end of the Consulting Period (together the "Non-Competition Period"), Xx.
Xxxxxxxxx agrees that he shall not perform any services for any of the
businesses (or any affiliate or division of any such business) identified in
Exhibit A ("Listed Competitors"), whether as an employee or as an independent
contractor. Notwithstanding the foregoing, Xx. Xxxxxxxxx shall not be considered
to have violated the restrictions of the previous sentence if he makes a New
Product Sale (as defined in Section 4 below) to any Listed Competitor after
satisfying his obligation to provide the Company with a Right of First Refusal
(as defined in Section 4 below). Xx. Xxxxxxxxx understands and agrees that the
restrictions in this Section 3 and in Section 10 of the Employment Agreement as
incorporated into this Agreement are intended to protect the Company's interest
in its confidential information and established employee, customer and supplier
relationships and goodwill, and agrees that such restrictions are appropriate
for such purpose.
4. THE COMPANY'S RIGHT OF REFUSAL
(a) DEFINITION OF NEW PRODUCTS. For purposes of this
Agreement, "New Products" are any and all computer software, writings
(including reports, source and object codes, manuals and other
documentation), discoveries, inventions, improvements, ideas, names,
models, trademarks, innovations and contributions (including all data
and records pertaining thereto) relating to infant, baby or juvenile
products; regardless of what form they may take, and whether or not
patentable or copyrightable, and whether or not reduced to writing (or
other copyrightable form), drawings, practice, or recordation in any
form readable or accessible by any person or machine (all
"Developments"), (i) that Xx. Xxxxxxxxx may produce, develop, write,
invent, discover, originate, make or conceive during the
Non-Competition Period, either alone or in collaboration with others
and whether or not during working or business hours or by or with the
use of facilities, materials or proprietary information or rights of
the Company, and (ii) that relate to, or
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are or may likely be useful in connection with, any of the Company's
businesses or products. Notwithstanding the foregoing, any "Writings
and Inventions" as defined in Section 7 of the Employment Agreement as
modified by Section 1(c)(ii) of this Agreement shall not be considered
to be New Products and shall be governed by Sections 7 and 8 of the
Employment Agreement as incorporated into this Agreement and modified
pursuant to Section 1 of this Agreement. Further notwithstanding the
foregoing, in the event that Xx. Xxxxxxxxx produces, develops, writes,
invents, discovers, originates, makes or conceives any Development in
collaboration with any person who is employed by the Company during any
portion of the period of such collaboration, Xx. Xxxxxxxxx acknowledges
that the Company retains the exclusive ownership rights to any such
Development.
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(b) XX. XXXXXXXXX'X OBLIGATIONS CONCERNING NEW PRODUCTS.
(i) Xx. Xxxxxxxxx may not participate in the
sale, licensing, investment in or other disposition or
transfer of any interest in any New Product ("New Product
Sale") to any Third Party unless he first offers to make such
New Product Sale exclusively to the Company. To make such an
offer to the Company, Xx. Xxxxxxxxx shall first give the
Company twenty-one (21) days' notice of all terms of such
proposed New Product Sale to consider whether to accept such
New Product Sale or negotiate alternative New Product Sale
terms in accordance with Section 4(c) ("Right of First
Offer"). The Company may accept such terms or agree to
negotiate alternative New Product Sale terms in accordance
with Section 4(c) by notice to Xx. Xxxxxxxxx. In the event
that the Company accepts the terms proposed by Xx. Xxxxxxxxx,
Xx. Xxxxxxxxx must make any such New Product Sale to the
Company. In the event that the Company elects to negotiate
alternative New Product Sale terms, Xx. Xxxxxxxxx and the
Company shall engage in good faith negotiations. Either party
may cease such negotiations upon reaching an impasse or upon
reaching the end of the twenty-one (21) day period, provided
that the party ceasing the negotiations has pursued the
negotiations expeditiously and in good faith. If good faith
negotiations do not result in a New Product Sale to the
Company, Xx. Xxxxxxxxx may offer to make a New Product Sale to
a Third Party; provided that Xx. Xxxxxxxxx may not make a New
Product Sale to a Third Party on any terms less favorable to
Xx. Xxxxxxxxx and/or those he represents than terms that he
previously proposed to the Company unless Xx. Xxxxxxxxx first
gives the Company notice of all terms on which he understands
that the Third Party is prepared to agree to a New Product
Sale ("Third Party Sale Terms") and the opportunity to accept
the Third Party Sale Terms ("Right of Refusal"). If the
Company gives notice of acceptance of the Third Party Sale
Terms to Mr.
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Bemstein within three (3) business days of the effective date
of notice, Xx. Xxxxxxxxx shall make such New Product Sale to
the Company. If the Company does not give notice of acceptance
of the Third Party Sale Terms within such period, Xx.
Xxxxxxxxx may make a New Product Sale to a Third Party,
provided that such sale is made on the basis of the Third
Party Sale Terms that Xx. Xxxxxxxxx proposed to the Company.
(ii) Mr. Bemstein's notice of terms of a proposed
New Product Sale shall specify all such proposed terms in
reasonable detail and shall further provide reasonable detail
concerning the nature, characteristics, and features of the
New Product; provided that Xx. Xxxxxxxxx may condition the
disclosure of information concerning the New Product on the
Company's execution of its standard form of confidentiality
agreement with respect to the New Product and provided further
that the twenty-one (21) day notice period shall commence
upon the execution of said confidentiality agreement. Subject
to any such obligation of the Company to execute such a
confidentiality agreement, Xx. Xxxxxxxxx shall respond
promptly and fully to any reasonable inquiries by the Company
concerning any New Product.
(iii) For purposes of this Agreement, a "Third
Party" is any individual or other entity including, without
implication of limitation, a Listed Competitor or any person
or entity with whom or which Xx. Xxxxxxxxx may collaborate in
developing a New Product. Notwithstanding the foregoing, this
Section 4 shall not be construed to prevent Xx. Xxxxxxxxx from
developing any New Product in collaboration with others,
provided that Xx. Xxxxxxxxx shall be considered to have
participated in a New Product Sale if any Third Party receives
any right through any form of transaction to obtain any
revenue, directly or indirectly, from any development,
production, or marketing of such New Product, unless Mr.
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Xxxxxxxxx has first provided the Company with its Right of
First Offer and, if applicable, its Right of Refusal pursuant
to this Section 4.
(c) TERMS OF NEW PRODUCT SALE. Except as otherwise agreed
by the Company and Xx. Xxxxxxxxx, the terms of the New Product Sale
shall include the following elements:
(i) an up-front payment by the Company to Xx.
Xxxxxxxxx'x designee in an amount agreed by the Company and
Xx. Xxxxxxxxx;
(ii) a monthly royalty payment by the Company to
Xx. Xxxxxxxxx'x designee based on gross sales of the New
Product, at the rate agreed by the Company and Xx. Xxxxxxxxx,
such royalties to be payable within thirty (30) days after the
Company's determination of each month's gross sales of the New
Product;
(iii) the Company's commitment to undertake its
best efforts, subject to the complexity of production and
development requirements and other legitimate factors, to
begin retail distribution in accordance with the following
scheduling goals: (A) for New Products accepted by the Company
during the first quarter of a calendar year, to distribute not
later than the second calendar quarter of the following year;
and (B) for New Products accepted by the Company during any
other quarter of a calendar year, to distribute by the fourth
calendar quarter of the following calendar year; and
(iv) if any of the scheduling goals set forth in
(iii) above is not satisfied and (A) Xx. Xxxxxxxxx gives
notice of such failure to the Company; and (B) the Company
fails to give Xx. Xxxxxxxxx a notice setting forth a
reasonably satisfactory explanation for such failure within
thirty (30) days of the date of notice, Xx. Xxxxxxxxx shall be
relieved of his obligations under this Agreement with respect
to such New Product, including any obligation to return any
deposit
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paid by the Company with respect to such New Product and any
further obligations to offer the New Product to the Company.
5. SALE OF STOCK
Effective through December, 2000, Xx. Xxxxxxxxx shall not sell any more
than Twenty Thousand (20,000) shares of the Company's common stock in any
calendar month. This limitation shall not be construed to affect any further
limitations on Xx. Xxxxxxxxx'x sale of common stock pursuant to applicable
securities laws.
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6. INDEMNIFICATION
The Company shall, to the fullest extent permitted by its by-laws,
indemnify Xx. Xxxxxxxxx against any legal liability and/or reasonable attorney's
fees incurred in his defense of any legal claims or actions against him based on
any actions or omissions that he undertook in good faith in his performance of
services for the Company during his employment. The Company may condition its
indemnification of legal fees on Xx. Xxxxxxxxx'x acceptance of joint legal
representation with the Company, provided that such joint representation is
permissible.
7. LITIGATION COOPERATION
At any time in the future, Xx. Xxxxxxxxx shall cooperate fully with the
Company as reasonably requested in the defense or prosecution of any legal
claims or actions that already have been brought or that may be brought in the
future against or on behalf of the Company that relate to events or occurrences
that transpired during Xx. Xxxxxxxxx'x employment with the Company. Xx.
Xxxxxxxxx'x full cooperation in connection with such claims, actions or disputes
shall include, without limitation, being available to meet with counsel to
prepare for discovery or trial and to testify truthfully as a witness when
reasonably requested by the Company at reasonable times, provided that such
cooperation does not unreasonably interfere with Xx. Xxxxxxxxx'x search for
employment or performance of full-time employment responsibilities. Litigation
cooperation during the Consulting Period would not be treated as consulting
services for purposes of the limitation on hours of consulting services set
forth in Section 2(b). The Company shall reimburse Xx. Xxxxxxxxx for any
reasonable out-of-pocket expenses (which shall not be construed to include Xx.
Xxxxxxxxx'x personal attorney's fees) that he incurs in connection with such
cooperation, provided that Xx. Xxxxxxxxx provides the Company reasonable
documentation of such out-of-pocket expenses. The Company shall also compensate
Xx. Xxxxxxxxx at the rate of Ninety Dollars ($90.00) per hour for all time spent
after the Resignation Date complying with this Section 7, except that the
Company shall not be required to compensate
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Xx. Xxxxxxxxx for any time spent providing testimony or assistance that could be
compelled by a subpoena.
8. GENERAL RELEASES OF CLAIMS
(a) RELEASE BY XX. XXXXXXXXX. Xx. Xxxxxxxxx hereby
irrevocably and unconditionally releases, acquits and forever
discharges the Company and each of its current and former owners,
stockholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, divisions,
subsidiaries, whether wholly or partially owned, and affiliates, and
all persons acting by, through, under or in concert with any of them,
from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts and expenses
(including attorney's fees and costs actually incurred), of any nature
whatsoever, known or unknown (collectively, "Claims"), that Xx.
Xxxxxxxxx now has, owns, or holds, or claims to have, own, or hold, or
at any time had, owned, or held, or claimed to have had, owned, or held
against the Company. This general release of Claims includes, without
express or implied limitation, the release of all Claims of breach of
express or implied contract; all Claims related to Xx. Xxxxxxxxx'x
employment and his agreement to resign from employment; all Claims of
wrongful termination of employment whether in contract or tort; all
Claims of intentional, reckless, or negligent infliction of emotional
distress; all Claims of breach of any express or implied covenant of
employment, including the covenant of good faith and fair dealing; all
Claims of interference with contractual or advantageous relations,
whether prospective or existing; all Claims of deceit or
misrepresentation; all Claims of discrimination under state or federal
law, including, without limitation, Title VII of the Civil Rights Act
of 1964, as amended, the Age Discrimination in Employment Act, as
amended, and Chapter 151B of the Massachusetts General Laws; all Claims
of defamation or damage to reputation; all Claims for reinstatement;
all Claims for punitive
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or emotional distress damages; all Claims for wages, bonuses,
severance, back or front pay or other forms of compensation; all Claims
for stock or stock options; and all Claims for attorney's fees and
costs. This general release of Claims does not include a release of any
claims that arise from the Company's obligations under this Agreement.
(b) RELEASE BY THE COMPANY. The Company hereby
irrevocably and unconditionally releases, acquits and forever
discharges Xx. Xxxxxxxxx from any and all Claims that the Company now
has, owns, or holds, or claims to have, own or hold, or at any time
had, owned, or held, or claimed to have had, owned or held against Xx.
Xxxxxxxxx. This general release of Claims includes, without express or
implied limitation, all Claims related to Xx. Xxxxxxxxx'x acts or
omissions as an employee or officer of the Company. This general
release of Claims does not include a release of any claims that arise
from Xx. Xxxxxxxxx'x obligations under this Agreement. Notwithstanding
the foregoing, this release of Claims shall not include a release of
any civil Claims based on conduct that would satisfy the elements of a
criminal offense ("Excepted Claims"). The Company represents that it
has no knowledge or reason to believe that it has any Excepted Claims
against Xx. Xxxxxxxxx.
0. ADVICE OF COUNSEL
Xx. Xxxxxxxxx acknowledges that he has been advised to discuss all
aspects of this Agreement with his attorney, that he has carefully read and
fully understands all of the provisions of this Agreement and that he is
voluntarily entering into this Agreement.
10. RIGHT TO CONSIDER AND REVOKE AGREEMENT
Xx. Xxxxxxxxx acknowledges that he has been given the opportunity to
consider this Agreement for a period of at least twenty-one (21) days. In the
event that Xx. Xxxxxxxxx has executed this Agreement within less than twenty-one
(21) days of the date of its delivery to him, Xx. Xxxxxxxxx acknowledges that
such decision was entirely voluntary and that he had the opportunity to consider
this Agreement for the entire twenty-one (21) day period. Xx. Xxxxxxxxx
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and the Company acknowledge that for a period of seven (7) days from the date
that Xx. Xxxxxxxxx executes this Agreement (the "Revocation Period"), he shall
retain the right to revoke this Agreement by notice to the Company. Provided
this Agreement is not revoked pursuant to the preceding sentence, this Agreement
shall become effective and enforceable on the date immediately following the
last day of the Revocation Period (the "Effective Date").
11. TAX TREATMENT
All payments pursuant to this Agreement shall be subject to such tax
deductions, withholdings and reporting as the Company determines in good faith
to be required by law.
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12. NOTICES
Any notices provided for by this Agreement shall be provided in writing
and delivered in person or sent by a nationally recognized overnight courier
service or by registered or certified mail, postage prepaid, return receipt
requested, to Xx. Xxxxxxxxx at the last address that Xx. Xxxxxxxxx has filed in
writing with the Company or, in the case of the Company, at its main offices,
attention of the Chairman, and shall be effective on the date of receipt if
delivered in person or by overnight courier or three (3) days after the date
mailed.
13. ATTORNEY'S FEES
Each party shall bear his or its own costs and attorney's fees in
connection with the negotiation and drafting of this Agreement.
14. NO TRANSFER
Xx. Xxxxxxxxx represents that he has not heretofore assigned or
transferred, or purported to assign or transfer, to any person or entity, any
Claim or any portion thereof or interest therein.
15. NO RELIANCE
Xx. Xxxxxxxxx represents and acknowledges that in executing this
Agreement he does not rely and has not relied upon any representation or
statement made by the Company with regard to the subject matter, basis or effect
of this Agreement, other than the promises and representations made in this
Agreement.
16. GOVERNING LAW AND INTERPRETATION
This Agreement shall be deemed to be made and entered into in the
Commonwealth of Massachusetts, and shall in all respects be interpreted,
enforced and governed under the laws of Massachusetts, without giving effect to
the conflict of laws provisions of Massachusetts law. The language of all parts
of this Agreement shall in all cases be construed as a whole, according to its
fair meaning, and not strictly for or against either of the parties.
17. SEVERABILITY
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In the event that at any future time it is determined by a court of
competent jurisdiction that any covenant, clause, provision or term herein is
illegal, invalid or unenforceable, the remaining provisions and terms of this
Agreement shall not be affected thereby and the illegal, invalid or
unenforceable term or provision shall be severed from the remainder of this
Agreement. In the event of such severance, the remaining covenants shall be
binding and enforceable. Notwithstanding the foregoing, this Agreement shall be
voidable by either party if any aspect of the release of that party or related
persons or entities in Section 8 ("General Release of Claims") is determined to
be invalid or unenforceable.
18. ENTIRE AGREEMENT
This Agreement, including, without implication of limitation, those
portions of the Employment Agreement that are incorporated into this Agreement,
sets forth the entire agreement between Xx. Xxxxxxxxx and the Company and fully
supersedes any and all prior agreements or understandings between them.
19. COUNTERPARTS
This Agreement may be executed in counterparts, and each counterpart,
when executed, shall have the efficacy of a signed original.
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IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by Xxxxxxx X. Xxxxxxxxx and the Company.
------------------------------------- -------------------
Xxxxxxx X. Xxxxxxxxx Date
Signed before me this ____ day of ______________ ,1999 and stated by
Xx. Xxxxxxxxx to be his free act and deed.
----------------------------
Notary Public
My commission expires:
SAFETY 1ST, INC.
By:
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Xxxxxxx X. Xxxxxx Date
Chief Executive Officer
Signed before me this ____ day of _______________ ,1999 and stated by
Xx. Xxxxxx to be his free act and deed.
----------------------------
Notary Public
My commission expires:
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EXHIBIT A
BUSINESSES IDENTIFIED FOR PURPOSES OF NON-COMPETITION RESTRICTION
FROM JANUARY 1, 2000 TO THE ONE YEAR ANNIVERSARY
OF THE END OF THE CONSULTING PERIOD (SECTION 3)
Hasbro
Mattel
Graco
Evenflo
First Years
Cosco
Kids II
Sassy
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