TECHNOLOGY RESEARCH CORPORATION Clearwater, Florida 33760 August 1, 2005
Exhibit
99.3
TECHNOLOGY
RESEARCH CORPORATION
0000
000xx
Xxxxxx Xxxxx
Xxxxxxxxxx,
Xxxxxxx 00000
August
1, 2005
Xxxxx
X.
Xxxxxxx
Technology
Research Corporation
0000
000xx
Xxxxxx.
Xxxxx
Xxxxxxxxxx,
Xxxxxxx 00000
Dear
Xxxxx:
Pursuant
to our discussions, I am setting forth in this letter agreement the terms
under
which we have agreed that your separation from employment with Technology
Research Corporation (the “Company”)
is to
be effected:
1. Effective
Date:
Monday,
August 1, 2005, is the last day of your employment with the Company, (the
“Effective
Date of
this Agreement”).
2. Payments
and Benefits:
You
will be paid a separation monetary amount of $125,000.00, payable in equal
increments over a period of 6 months. You will be responsible for withholding
and other applicable taxes. In addition, the Company has accelerated the
vesting
of 26,666 of your unvested stock options. Your exercise of vested stock options
is in accordance with the terms and conditions of the Company’s Stock Option
Plan and your individual stock option agreement. Following your Separation
Date,
you will not be eligible for continued participation in any Company employee
group health plan or other Company employee benefit plan. You and your covered
dependents, pursuant to the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”),
may
be eligible to extend your health insurance coverage for up to 18 months,
measured from your Separation Date, at your own expense. Your right to continue
or convert COBRA coverage will be governed by the terms of the Company’s
applicable plans.
3.
Notice
of Reemployment.
Not
applicable.
4. Resignation
as Company Officer and Director.
By
executing this letter agreement, you are resigning from your positions as
President and Chief Executive Officer of the Company and as a member of its
Board of Directors, as of the Effective Date of this Agreement.
5. Complete
Release:
You
agree to forever release the Company, and each of its present and former
directors, officers, employees, successors and assigns from all claims you
may
now have which are or may be based on your employment with the Company, to
the
maximum extent permitted by law, and whether such claims are presently known
to
you or are only learned of in the future. This release is expressly intended
to
encompass any rights or claims you may have under the Age Discrimination
Employment Act, which generally prohibits age discrimination in employment;
Title VII of the Civil Rights Act of 1964, which generally prohibits
discrimination in employment based on race, color, national origin, religion
or
sex; the Equal Pay Act, which generally prohibits paying men and women unequal
pay for equal work; the Americans with Disabilities Act, which generally
prohibits discrimination on the basis of disability; the Employee Retirement
Income Security Act of 1974, which governs the provision of pension and welfare
benefits; all other federal, state or local laws prohibiting employment
discrimination; and that employment agreement between yourself and the Company,
dated April 16, 2003. You also release any claims for wrongful discharge
by the
Company, any compensation claims, or any other claims which might otherwise
be
asserted by you against the Company under any employment-related statute,
rule,
regulation or the common law.
6. Nondisclosure:
You
agree not to disclose to anyone except your immediate family, attorney,
accountant and tax return preparer any information relating to the subject
matter or existence of this agreement, including the dollar amounts herein
described, except to the extent legally required. Any disclosure to your
immediate family, accountant or lawyer shall be made only upon their agreement
not to disclose these terms to another person.
7. Company
Property:
You
agree that all proprietary or confidential information concerning the Company,
its business or customers that you obtained while an employee is and shall
remain the exclusive property of the Company and shall not, without the
Company’s prior written consent, be disclosed by you to others outside of the
Company or used by you for your own benefit. You further agree, within the
10
day period following the Effective Date of this Agreement, to return to the
Company any and all Company property not otherwise identified herein as
belonging to you or approved for your continued use that you may then possess
or
have control over.
8. Disparaging
Remarks:
Each of
us agrees, from and after the date of execution of this Agreement, to avoid
making any remarks which reasonably could be viewed as disparaging or
detrimental in any way to you, the Company or any individual Company director,
officer or other employee, provided that this restriction shall not apply
to any
inquiry from applicable regulatory authorities or to information which is
required to be provided pursuant to legal process.
9. Future
Cooperation:
You
agree to reasonably cooperate with the Company, its financial and legal advisors
and/or governmental officials in connection with the conduct or resolution
of
any business matters in which you were involved as a Company employee or
any
claims, investigations, administrative proceedings or lawsuits which relate
to
your Company employment. Reasonable travel and accommodation expenses incurred
by you with the Company’s permission and which are applicable to such an
undertaking will be reimbursed in accordance with the Company’s standard
policies.
10. Arbitration:
Any
controversy, dispute or claim arising out of, in connection with or otherwise
relating to any provision of this letter agreement, or to the breach,
termination or validity hereof or any transaction contemplated hereby shall
be
finally settled by arbitration conducted in Clearwater, Florida, before a
single
arbitrator, expeditiously and in accordance with the Florida Arbitration
Code.
11. Consultation
with Attorney:
You
have been advised to consult with an attorney concerning this agreement and
acknowledge that you have had ample opportunity to do so before signing the
same.
12. Company
Response to Employment Inquiries:
It is
the Company’s policy to provide information about your employment by the Company
to non-Company individuals or organizations only to the extent of your dates
of
employment, final job title and the responsibilities associated with that
position.
13. Successorship;
Controlling Law:
This
agreement will be binding on the Company and its successors and assigns and
will
also be binding on you, your heirs, devisees, personal representatives and
assigns, and its provisions will be construed under the substantive law of
the
State of Florida, without regard to any conflicts of law
principles.
14. Entire
Agreement:
This
Agreement constitutes the entire understanding between the Company and you
with
respect to the subject matter hereof, and no amendment, modification or
alteration of its terms shall be binding unless in writing, dated subsequent
to
the date hereof and duly approved and executed by each party. The terms of
this
agreement supersede any other oral or written arrangement between you and
the
Company with respect to your employment or its termination by the Company.
Each
of us agrees that no representations were made to induce execution of this
Agreement, which are not expressly contained herein.
15. Counterparts.
This
Agreement may be executed in any number of counterparts, by means of multiple
signature pages each containing less than all required signatures, and by
means
of facsimile signatures, each of which shall be deemed an original, but all
of
which together shall constitute one and the same instrument.
16. Legal
Fees and Costs.
If any
judicial action or arbitration proceeding is initiated by either party to
this
Agreement against the other, arising out of or relating to the alleged
performance or non-performance of any right or obligation established hereunder,
or any dispute concerning the same, any and all fees, costs and expenses
reasonably incurred by each successful party or his or its legal counsel
in
investigating, preparing for, prosecuting, defending against, or providing
evidence, producing documents or taking any other action in respect of, such
action or proceeding shall be the obligation of and shall be paid or reimbursed
by the unsuccessful party.
You
acknowledge that you have read this Agreement, understand it and are voluntarily
entering into it.
Accepted: Yours
truly,
/s/
Xxxxx X. Xxxxxxx /s/
Xxxxxx X. Xxxxxxx
Xxxxx
X.
Xxxxxxx
Xxxxxx
X.
Xxxxxxx, Chairman
354427.1
