Exhibit 10.21
Mr. Xxxx Xxxxxxx
000 Xxxxxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
RE: Severance Benefit
Dear Xxxx:
As you know, Provant, Inc., a Delaware corporation (the "Provant"), is in
the process of exploring various strategic alternatives, including a possible
change of control of Provant. At the same time, your Employment Agreement dated
May 4, 1998 with X. Xxxxxx & Associates, Inc., a Delaware corporation (the
"Company"), will expire on May 4, 2001. During this period, we think that it is
in the best interests of Provant and the Company to offer you the security of
the severance benefits described below. These arrangements are being made to
help assure a continuing dedication by you to your duties to the Company during
the pendency of any strategic transaction involving Provant. Consequently,
Provant and the Company agree with you as follows.
1. In the event that your employment is terminated by the Company other
than for Cause (as defined in your Employment Agreement), death or disability,
you shall be entitled, subject to immediately following sentence, to receive as
a severance benefit periodic payments in an amount equal to your base salary in
effect at the date of such termination divided by the number of payroll periods
per year then applicable to employees of the Company (hereinafter, "Severance
Payments"), for a period of six months from and after the date of such
termination. Your right to receive Severance Payments hereunder is conditioned
upon (X) your prior execution and delivery to the Company of a general release
of any and all of your claims and causes of action against Provant and the
Company and each of their subsidiaries, officers and directors, excepting only
the right to any base salary and/or reimbursable expenses then accrued and
unpaid, (Y) your written confirmation of your obligations under the
Non-Competition Agreement (as defined below), as amended by this Agreement, and
(Z) your continued performance of those obligations under your Employment
Agreement that continue by their express terms after the termination thereof.
Any Severance Payments to be paid hereunder shall be payable in accordance with
the payroll practices of the
Company for its employees generally, as in effect from time to time, and subject
to all required withholding of taxes.
2. The term of your Employment Agreement will expire on May 4, 2001. Your
employment with the Company following the expiration of the term of your
Employment Agreement shall be on an at will basis and may be terminated by
either party at any time.
3. Notwithstanding the termination of your Employment Agreement, you agree
that your covenant not to compete and non-solicitation agreement with the
Company contained in Section 7 of your Employment Agreement (the
"Non-Competition Agreement") shall continue to be binding on you and are hereby
extended to the later to occur of the current expiration date, May 4, 2003, or
that date that is one year from the termination of your employment with the
Company. In addition, the confidentiality provisions contained in Section 8 of
your Employment Agreement shall remain in effect during your continued
employment by the Company and thereafter.
4. This Agreement shall be binding upon and inure to the benefit of you
and your estate and Provant and the Company and each of their successors or
assigns, but neither this Agreement nor any rights arising hereunder may be
assigned or pledged by you. If you should die while any amount would still be
payable to you hereunder if you had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to your devise, legatee, or other designee or, if there be no such
designee, to your estate.
5. This Agreement will be binding on any successor of Provant and the
Company and any purchaser of all or substantially all of the business and/or
assets of Provant or the Company.
6. Nothing in this Agreement shall prevent or limit your continuing or
future participation in any benefit, bonus, incentive or other plan or program
provided by the Company and for which you may qualify.
7. The invalidity or unenforceability of any provisions of this Agreeement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
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If the foregoing is in accordance with your understanding, please sign and
return the enclosed copy of this letter, whereupon this letter and such copy
will constitute a binding agreement under seal among you, Provant and the
Company on the basis set forth above.
Sincerely,
PROVANT, INC.
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Agreed to and accepted this 18th day of April, 2001:
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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