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Exhibit 10.13
MUTUAL SEPARATION AND RELEASE
This Mutual Separation and Release ("Agreement") is by and among Xxxxxx
Quick and HighwayMaster Corporation, its employees, officers, directors, agents,
predecessors, successors, parents, subsidiaries, affiliates, and all related
entities including HighwayMaster Communications, Inc. (individually and
collectively referred to as "HighwayMaster"). The parties agree as follows:
1. In accordance with the HighwayMaster's regular payroll practices,
HighwayMaster shall pay Mr. Quick $30,502.10 per month for the period
from the date of this Agreement through January 15, 1999, and
$33,552.30 per month for the period from January 16, 1999 through April
30, 1999. On May 1, 1999, HighwayMaster shall pay Mr. Quick a cash
payment of $434,797, plus $14,193 if Mr. Quick shall have provided at
least 80 hours of service to HighwayMaster during the period from
January 1, 1999 through January 31, 1999, plus $26,296 if Mr. Quick
shall have provided at least 80 hours of service to HighwayMaster
during the period from February 1, 1999 through February 28, 1999, plus
$13,000 if Mr. Quick shall have worked at least 80 hours of service to
HighwayMaster during the period from March 1, 1999 through March 31,
1999, plus $6,200 if Mr. Quick shall have worked at least 80 hours of
service to HighwayMaster during the period from April 1, 1999 through
April 30, 1999, less withholding and other deductions as required by
law.
2. Except as specified in this Agreement and company policy, all other
fringe benefits and perquisites related to Mr. Quick's employment will
end as of April 30, 1999, which is the day his employment ends.
HighwayMaster and Mr. Quick acknowledge that Mr. Quick has received
concurrently with, or prior to, the execution of this Agreement, all
amounts payable by HighwayMaster for reimbursement of expense to the
date of this Agreement, all amounts payable by HighwayMaster for
reimbursement of expense to the date of this Agreement, unused vacation
days less any required withholding and other appropriate deductions
(totaling 40 hours of accrued vacation), and any other amounts payable
or reimbursements due to Mr. Quick by HighwayMaster for any reason to
the date of this Agreement.
3. HighwayMaster and Mr. Quick acknowledge the sufficiency of the
consideration exchanged hereunder in connection with each of their
promises herein.
4. Commencing from the date of this Agreement until April 30, 1999, Mr.
Quick will have the duties and responsibilities of chief Operating
Officer of HighwayMaster as determined by the Chief Executive Officer
of HighwayMaster, but in no event shall such duties and
responsibilities obligate Mr. Quick to perform services for
HighwayMaster in excess of 80 hours in each of January 1999 and
February 1999. The parties understand and agree that Mr.
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Quick may seek and secure alternative employment at any time during
this period and that to the extent Mr. Quick does not provide at least
80 hours of service in each of January 1999 and February 1999,
HighwayMaster's only recourse is that it should not be obligated to
make the additional incremental payments of $14,193.00, $26,296.00,
$13,000.00 and $6,200.00 as specified in Section 1 hereof. Mr. Quick
agrees that he will relinquish the title and role of Chief Operating
Officer of HighwayMaster Corporation and HighwayMaster Communications,
Inc. effective on April 30, 1999.
5. After termination of his employment, Mr. Quick agrees to provide
HighwayMaster an additional 40 hours for litigation consultation as
reasonably requested upon reasonable notice by HighwayMaster after
April 30, 1999. If HighwayMaster requests Mr. Quick to engage in travel
in connection with providing such services, HighwayMaster will
reimburse Mr. Quick's reasonable travel and lodging expenses in
accordance with its standard travel reimbursement policies.
6. Mr. Quick understands and agrees that all of the options issued to him
pursuant to the Option Agreement executed between himself and
HighwayMaster Communications, Inc. dated as of June 13, 1994 (the
"Option Agreement") will lapse and expire on June 30, 1999.
7. In exchange for the promises in this Agreement, Mr. Quick on behalf of
his heirs and assigns as well as himself, releases and discharges
HighwayMaster from all of its duties, responsibilities and obligations
of any kind under that certain Employment Agreement between Mr. Quick
and HighwayMaster, dated as of November 23, 1994 (the "Employment
Agreement"). HighwayMaster releases and discharges Mr. Quick from his
duties, responsibilities and obligations of any kind under the
Employment Agreement, except for the ongoing, prospective duties set
forth in Section 5 of the Employment Agreement which are reconfirmed by
this Agreement in return for the consideration set forth herein.
HighwayMaster releases and discharges Mr. Quick from any and all
claims, demands, losses, liabilities and causes of action arising or
accruing concurrent with or prior to the date of execution of this
Agreement, for or because of anything done or omitted by Mr. Quick.
This release includes but is not limited to claims arising under Title
VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e (relating
to employment discrimination), the Civil Rights Act of 1991, P.L.
102-166, the Texas Human Relations Act, Tex. Rev. Viv. Stat. Art 5221k
or similar statues from other applicable states, the Age Discrimination
in Employment Act, 29 U.S.C. Section 621, and under any other state or
federal statute or regulation, any claims for breach of contract, tort,
and personal injury of any sort, including but not limited to those
arising out of or relating in any way to Mr. Quick's employment by,
association with and termination of employment from HighwayMaster. This
release covers claims both that HighwayMaster knows about and those
that it may not know about. Further, by accepting the benefits
described above, HighwayMaster agrees not to xxx Mr. Quick with respect
to any claims that are released in this paragraph.
Mr. Quick releases and discharges HighwayMaster from any and all
claims, demands, losses, liabilities and causes of action arising or
accruing concurrent with or prior to the date of execution of this
Agreement, for or because of anything done or omitted by HighwayMaster.
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This release includes but is not limited to claims arising under Title
VII of the Civil Rights Act of 1964, 42, U.S.C. Section 2000e (relating
to employment discriminations) the Civil Rights Act of 1991, P.L.
102-166, the Texas Human Relations Act, Tex. Rev. Civ. Stat. Art. 5221k
or similar statutes from other applicable states, the Age
Discrimination in Employment Act, 29 U.S.C. Section 621, and under any
other state or federal statute or regulation, any claims for breach of
contract, tort, and personal injury of any sort, including but not
limited to those arising our of or relating in any way to Mr. Quick's
employment by, association with and termination of employment from
HighwayMaster. This release covers claims both that Mr. Quick knows
about and those that he may not know about. Further, by accepting the
benefits described above, Mr. Quick agrees not to xxx HighwayMaster, or
the related persons and entities described, with respect to any claims
that are released in this paragraph
8. Mr. Quick agrees that he will not at any time prior to May 1, 2000
solicit for employment, hire under his direct or indirect managerial
control, or encourage or refer any other party to solicit or hire for
employment, any employee of HighwayMaster.
9. By making this Agreement, HighwayMaster and Mr. Quick are not admitting
that they have done anything wrong. HighwayMaster and Mr. Quick agree
that this Agreement is inadmissible as evidence in any proceeding,
legal or otherwise, except to the extent necessary to enforce its
provisions.
Mr. Quick will make no negative or disparaging statement, wither orally
or in writing, about HighwayMaster or any of their directors, officers,
shareholders, or affiliates. HighwayMaster and its management will make
no negative or disparaging statement, either orally or in writing,
about Mr. Quick.
10. Mr. Quick acknowledges that he has been advised of his rights to
consult his own attorney prior to signing this Agreement. Mr. Quick
understands that whether or not to do so is Mr. Quick's decision. Mr.
Quick agrees, however, that HighwayMaster shall not be required to pay
any of his attorney's fees or costs, now or later, in this or any
related matter or lawsuit, except to the extent of $1,500 in connection
with the preparation and negotiation of this Agreement which shall be
payable with five (5) days of receipt of any attorney's invoice
therefor, and provided, further, that any attorney's fees to which Mr.
Quick is otherwise legally entitled for the enforcement of this
Agreement or for which the Company is legally required to pay under its
Bylaws or insurance policies are not waived by this Section 10 of this
Agreement.
11. This Agreement constitutes the entire agreement and understanding
between the parties with respect to the subject matter herein, and
supersedes and replaces any and all prior agreements and
understandings, whether oral or written, with respect to such matters.
Any representation or statement not expressly contained in this
Agreement will not be binding upon either party. No amendment,
interpretation or waiver of any of the provisions of this Agreement
shall be effective unless made in writing and signed by the parties
hereto. If any portion of this Agreement is found to be unenforceable,
then both Mr. Quick and HighwayMaster desire that all other portions
that can be separated from it or appropriately limited in scope will
remain fully valid and enforceable. Each party also agrees that,
without
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receiving further consideration, it will sign and deliver such
documents and do anything else that is reasonably necessary in the
future to make the provisions of this Agreement effective.
12. This Agreement is to be executed, delivered, and performed in Dallas,
Texas. This Agreement shall be construed in accordance with the laws of
the State of Texas. In the event any dispute or controversy arises
regarding the terms, enforceability, subject matter, or any other
controversy arises out of or is related to this Agreement, the parties
agree that such dispute or controversy shall be submitted exclusively
to binding arbitration pursuant to the rules and regulations of the
American Arbitration Association (the "AAA"). The parties agree that
should arbitration become necessary, they will utilize and comply with
all available rules of the AAA for expediting such arbitration. The
site of such arbitration will be in Dallas County, Texas and will
commence no later than 30 days after any party files for arbitration.
13. MR. QUICK ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, HAS HAD AN
OPPORTUNITY TO ASK QUESTIONS AND HAVE IT EXPLAINED TO HIM AND THAT HE
UNDERSTANDS THAT THE AGREEMENT WILL HAVE THE EFFECT OF WAIVING ANY
ACTION HE MIGHT PURSUE, INCLUDING BREACH OF CONTRACT, PERSONAL INJURY,
DISCRIMINATION ON THE BASIS OF RACE, AGE, SEX NATIONAL ORIGIN, OR
DISABILITY AND ANY OTHER CLAIMS ARISING PRIOR TO THE EFFECTIVE DATE OF
THE AGREEMENT. Mr. Quick represents that he has not been induced to
execute this Agreement by any statement, act or representation of any
kind or character on the part of anyone, except as may be contained in
this Agreement.
ACCEPTED AND AGREED TO:
/s/ XXXXXX QUICK DATE: 12/21/98
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XXXXXX QUICK
HIGHWAYMASTER CORPORATION
BY: /s/ XXXX XXXX DATE: 12/22/98
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NAME: Xxxx Xxxx
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TITLE: President and CEO
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HIGHWAYMASTER COMMUNICATIONS, INC.
BY: /s/ XXXX XXXX DATE: 12/22/98
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NAME: Xxxx Xxxx
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TITLE: President and CEO
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