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EXHIBIT 10.9
AGREEMENT AND GENERAL RELEASE
EG&G, Inc., 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, 00000, its
affiliates, subsidiaries, divisions, successors and assigns and the employees,
officers, directors and agents thereof (collectively referred to throughout this
Agreement as "EG&G"), and Xxxx X. Xxxxxxxxx, XX, 00 Xxxxxxx Xxxxx, Xxxxxxxxxxxx,
XX, ("Xxxxxxxxx") agree that:
1. DATE OF CESSATION OF EMPLOYMENT. Alexander may at his election
submit a letter to EG&G terminating his employment and his Employment Agreement
dated November 1, 1993 effective December 31, 1999 or such earlier date after
December 31, 1998 as may be determined by Alexander.
2. CONSIDERATION. In consideration for signing this Agreement and
General Release and compliance with the promises made herein, EG&G agrees:
a. to pay to Alexander one lump sum in the amount of Six Hundred
Fourteen Thousand Dollars ($614,000) less lawful deductions, and appropriate
withholdings provided that EG&G has received a letter from Alexander in the form
attached hereto as Exhibit "A" at least twenty-one (21) days prior to the
receipt of the consideration to be paid by EG&G hereunder and provided that
Alexander did not revoke this Agreement pursuant to paragraph 4, said payment
shall be deemed to be salary and a management incentive bonus payment
attributable to work performed in the calendar year paid;
b. to pay Alexander his full EVA incentive payment for 1998 less
lawful deductions said payment to be made at the time such EVA payments are made
to other officers;
c. to allow Alexander to receive the Company car then currently
assigned to him without charge, all taxes related thereto shall be paid by
Alexander;
d. to allow Alexander to keep the laptop computer currently being
used by him;
e. to pay a lump sum of $10,000 to be used for out placement
services, training, job search related costs or relocation, said payment will be
subject to appropriate tax withholdings;
f. to continue until December 31, 1999 or until Alexander becomes
eligible for other comparable coverage whichever comes first, Alexander' same
medical and dental coverage as was in effect immediately prior to December 31,
1998, the cost of said coverage to
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be borne by the Company;
g. to pay the Company match in the EG&G Savings Plan for the 1998
Plan year; and
h. all Employee Stock Options granted by EG&G to Alexander shall
be deemed to have been vested as of December 31, 1998. Said options shall be
exercisable until the earlier of the expiration dates specified in such options
or two years following the date of resignation specified in the letter of
resignation.
3. NO CONSIDERATION ABSENT EXECUTION OF THIS AGREEMENT. Alexander
understands and acknowledges that he will not receive and will not be entitled
to any of the items "a-h" above until ten (10) business days after the Company
received from Alexander the letter in the form attached hereto as Exhibit X.
Xxxxxxxxx also understands and acknowledges that he is responsible for the
payment of all federal, state and payroll taxes associated with items "a-h"
above.
4. REVOCATION. Alexander may revoke this Agreement and General
Release for a period of seven (7) days following the day he executes this
Agreement and General Release. Any revocation within this period must be
submitted, in writing, to Xxxxxx Xxxxx, Senior Vice President and General
Counsel, and state, "I hereby revoke my acceptance of our Agreement and General
Release." The revocation must be personally delivered to Xx. Xxxxx or his
designee, or mailed to Xx. Xxxxx at EG&G, 00 Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 and postmarked within seven (7) days of execution of this
Agreement and General Release. This Agreement and General Release shall not
become effective or enforceable until the revocation period has expired. If the
last day of the revocation period is a Saturday, Sunday, or legal holiday in
Massachusetts, then the revocation period shall not expire until the next
following day which is not a Saturday, Sunday, or legal holiday.
5. GENERAL RELEASE OF CLAIMS. ALEXANDER KNOWINGLY AND VOLUNTARILY
RELEASES AND FOREVER DISCHARGES EG&G, OF AND FROM ANY AND ALL CLAIMS, KNOWN AND
UNKNOWN, which against EG&G, Alexander, his heirs, executors, administrators,
successors, and assigns (referred to collectively throughout this Agreement as
"Alexander") have or may have AS OF THE DATE OF EXECUTION OF THIS AGREEMENT AND
GENERAL RELEASE, including, but not limited to, any alleged violation of:
- The National Labor Relations Act, as amended;
- Title VII of the Civil Rights Act of 1964, as amended;
- The Civil Rights Act of 1991
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- Sections 1981 through 1988 of Title 42 of the United States Code,
as amended;
- The Employee Retirement Income Security Act of 1974, as amended;
- The Immigration Reform Control Act, as amended;
- The Americans with Disabilities Act of 1990, as amended;
- The Age Discrimination in Employment Act of 1967, as amended;
- The Fair Labor Standards Act, as amended;
- The Occupational Safety and Health Act, as amended;
- The Family and Medical Leave Act of 1993;
- The Massachusetts Law Against Discrimination, G.L., c. 151B;
- The Massachusetts Civil Rights Act, X.X. x. 12, sec sec 11H and
11I;
- The Massachusetts Equal Rights Law, X.X. x. 93;
- The Massachusetts Wage and Hour Laws, G.L. c.s 149 and 151;
- The Massachusetts Privacy Statute, X.X. x. 214, sec 1B, as
amended;
- any other federal, state or local civil or human rights law or any
other local, state or federal law, regulation or ordinance;
- any public policy, contract, tort, or common law; or
- any allegation for costs, fees, or other expenses including
attorneys' fees incurred in these matters.
6. NO CLAIMS EXIST. Alexander confirms that no charge, complaint, or
action exists in any forum or form. In the event that any such claim, charge,
complaint or action is filed, Alexander shall not be entitled to recover any
relief or recovery therefrom, including
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costs and attorney's fees. Alexander acknowledges that he understands that if
this Agreement were not signed, Alexander would have the right to voluntarily
assist other individuals or entities in bringing claims against EG&G. Alexander
hereby waives that right and he will not provide any such assistance other than
assistance in an investigation or proceeding conducted by the United States
Equal Employment Opportunity Commission. EG&G and Alexander further agree that
Alexander may provide information pursuant to any valid subpoena.
7. CONFIDENTIALITY. Alexander agrees not to disclose or cause to be
disclosed any information regarding the existence or substance of this Agreement
and General Release, other than to an attorney with whom Alexander chooses to
consult regarding his consideration of this Agreement and General Release, his
immediate family, tax advisors or as required by law. Alexander agrees to
instruct all of his representatives, including, without limitation, his
attorney, immediate family and tax advisors, if applicable, not to disclose or
cause to be disclosed any information regarding the existence or substance of
this Agreement and General Release, except as required by law.
8. GOVERNING LAW AND INTERPRETATION. This Agreement and General
Release shall be governed and conformed in accordance with the laws of the
Commonwealth of Massachusetts without regard to its conflict of laws provision.
Should any provision of this Agreement and General Release be declared illegal
or unenforceable by any court of competent jurisdiction and cannot be modified
to be enforceable, excluding the general release language, such provision shall
immediately become null and void, leaving the remainder of this Agreement and
General Release in full force and effect. However, if any portion of the general
release language were ruled to be unenforceable for any proceeding initiated by
Xxxxxxxxx, Xxxxxxxxx shall return the consideration paid hereunder to EG&G.
9. NONADMISSION OF WRONGDOING. Alexander agrees that neither this
Agreement and General Release nor the furnishing of the consideration for this
Release shall be deemed or construed at anytime for any purpose as an admission
by EG&G of any liability or unlawful conduct of any kind.
10. AMENDMENT. This Agreement and General Release may not be modified,
altered or changed except upon express written consent of both parties wherein
specific reference is made to this Agreement and General Release.
11. ENTIRE AGREEMENT. This Agreement and General Release sets forth
the entire agreement between the parties hereto, and fully supersedes any prior
agreements between the parties, except Alexander agrees to abide by the
agreement contained in paragraph 4(b) of the Employment Agreement between
Alexander and EG&G made as of November 1, 1993. Alexander acknowledges that he
has not relied on any representations, promises, or agreements of any kind made
to him in connection with his decision to sign this Agreement and
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General Release, except for those set forth in this Agreement and General
Release.
ALEXANDER HAS BEEN ADVISED THAT HE HAS AT LEAST TWENTY-ONE (21) DAYS TO
CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL
RELEASE.
ALEXANDER AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO
THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE
ORIGINAL TWENTY-ONE DAY CONSIDERATION PERIOD.
HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO
FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND
BENEFITS SET FORTH IN PARAGRAPH "2" ABOVE, ALEXANDER FREELY AND KNOWINGLY, AND
AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE
INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST
EG&G.
IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily
executed this Agreement and General Release as of the date set forth below:
/s/Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Date: November 2, 1998
EG&G, Inc.
By:/s/Xxxx X. Xxxxxxxxx
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Date: November 2, 1998
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EXHIBIT A
___________ ___, 1998
Xxxxxx Xxxxx
Senior Vice President and General Counsel
EG&G, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Agreement and General Release
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Dear Xx. Xxxxx:
On __________ ___, 1998 I executed an Agreement and General Release
between EG&G and me. I was advised by EG&G, in writing, to consult with an
attorney of my choosing, prior to executing this Agreement and General Release.
More than seven (7) days have elapsed since I executed the
above-mentioned Agreement and General Release. I have at no time revoked my
acceptance or execution of that Agreement and General Release and hereby
reaffirm my acceptance of that Agreement and General Release. Therefore, in
accordance with the terms of our Agreement and General Release, I hereby request
that EG&G begin payment of the monies described in paragraph 2 of that
Agreement.
Very truly yours,
Xxxx X. Xxxxxxxxx, XX
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_________ ___, 1998
Xx. Xxxx X. Xxxxxxxxx
00 Xxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Re: Agreement and General Release
-----------------------------
Dear Xxxx:
This letter confirms that on _________ ___, 1998, I personally
delivered to you the enclosed Agreement and General Release. You have until
____________ ___, 1998 [21 days after receipt by employee. Add extra days if the
21st day ends on a non-business day] to consider this Agreement and General
Release. To this end, we advise you to consult with an attorney of your choosing
prior to executing this Agreement and General Release.
Very truly yours,
EG&G, Inc.
Xxxxxx Xxxxx
Senior Vice President &
General Counsel
