EXHIBIT 10.3
CalAmp Logo
Xxxxx Xxxxx
0000 Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Re: Separation Agreement
Dear Xxxxx:
As we have discussed, as a result of your resignation your employment
with the Solutions Division of CalAmp Corp. ("CalAmp" or the "Company") ended
effective December 13, 2004 (the "Separation Date"). In return for your
resignation and other consideration as described herein, we will provide you
with the following severance payments and other benefits pursuant to this
Separation Agreement (the "Agreement"):
* Severance in the aggregate amount of $255,000, payable over a twelve (12)
month period in equal bi-weekly payments coinciding with the regular payroll
processing schedule of CalAmp's Solutions Division, less regular tax
deductions and withholdings.
* Twelve (12) months of paid COBRA premiums.
* You may keep the Company-issued laptop computer you have been using,
provided CalAmp is able to make all necessary security changes.
Both you and the Company agree that neither party will make any
statements that in any way disparage the other party.
Both you and the Company hereby agree to release each other and their
respective heirs, executors, employees, officers, directors, investors,
stockholders, subsidiary corporations, predecessor and successor corporations
and assigns (with respect to each party to this Agreement, the "Releasees")
from any and all claims, charges or lawsuits relating in any way to your
employment or the termination of that employment (the "Release"). This
Release includes any claims in contract, tort or under any federal or state
law that you or the Company may now or in the future have against the other
party's Releasees or anyone connected with them. You also recognize that
the Company's Releasees deny any obligation or liability to you, and that the
severance pay and other benefits under this Agreement are being given to you
to assist you in your transition from your employment with CalAmp.
This Agreement does not waive or release any rights or claims that you
may have under the Age Discrimination in Employment Act that arise after the
date that you sign this Agreement. No such rights or claims shall be deemed
to arise from any action specifically contemplated by and taken pursuant to
this Agreement.
You and the Company agree that in executing this Agreement it shall be
effective as a bar to each and every claim, demand, cause of action and
lawsuit, both known and unknown, that you or the Company may have against the
other party's Releasees. In furtherance of this intention, you and the
Company hereby expressly waive any and all rights and benefits conferred upon
you or the Company by the provisions of Section 1542 of the California Civil
Code, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING A RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR
[EMPLOYER].
You and the Company agree, understand and acknowledge the significance
and the consequences of such Release, as well as the specific waiver of
Section 1542. This means that, should you or the Company discover any facts
different from what you or the Company understood at the time this Agreement
was entered into, you or the Company, as the case may be, will still be
barred from making any claims against any of the other party's Releasees.
By signing below, you acknowledge and represent that you are not aware
of any current injury or illness, either physical or mental, from which you
are suffering as a result of your having worked for CalAmp or any of its
subsidiaries.
The severance payments and other benefits indicated in this Agreement
shall not constitute an extension of employment status beyond the Separation
Date for purposes of additional benefits that are not specifically outlined
in this Agreement. Accordingly, vacation pay, holiday pay, sick pay,
workers' compensation, disability, and other similar benefits that are based
upon your employment status will no longer accrue after the Separation Date.
It is further understood that paragraphs 7 and 8 of the Employment
Agreement entered into on February 2, 2004 between you and the Company remain
in full force and effect.
DATED: 12/16/04 CALAMP CORP.
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/s/ Xxxx Xxxxx
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By: Xxxx Xxxxx
President and
Chief Executive Officer
I HEREBY TENDER MY RESIGNATION AS THE PRESIDENT OF THE SOLUTIONS
DIVISION OF CALAMP CORP. I ALSO TENDER MY RESIGNATION AS AN OFFICER AND
DIRECTOR OF VYTEK CORPORATION ("VYTEK") AND ALL OF VYTEK'S SUBSIDIARIES. I
UNDERSTAND AND AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS
SEPARATION AGREEMENT AND KNOWINGLY AND VOLUNTARILY RELEASE ANY CLAIMS WHICH I
MAY HAVE AGAINST THE RELEASEES IN EXCHANGE FOR THE SEVERANCE PAYMENTS AND
OTHER BENEFITS SPECIFIED IN THIS AGREEMENT. I FURTHER UNDERSTAND AND AGREE
THAT I HAVE THE RIGHT TO CONSULT AN ATTORNEY AT MY EXPENSE AND THAT I MAY
VOLUNTARILY WAIVE THAT RIGHT.
DATED: 12/16/04 /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
