Exhibit 10.57
RELEASE AGREEMENT
This General Release (the "Release"), dated as of November 30, 2006, is by
and among XxxxxXxx Technologies, Inc., a Delaware corporation and Xxxxxx X.
Xxxxx ("Xx. Xxxxx")
WHEREAS, XxxxxXxx and Xx. Xxxxx entered into an Employment Agreement,
dated as of April 2,1999 (the "Employment Agreement").
WHEREAS, On April 12, 2006, Xx. Xxxxx and XxxxxXxx reached an agreement
whereby Xx. Xxxxx tendered his resignation as President, Chief Executive Officer
and Director of XxxxxXxx with Xx. Xxxxx'x xxxxxxxxx to commence May 1, 2006.
WHEREAS, Section 7.4 of the Employment Agreement provides for certain
payments to be made to Xx. Xxxxx pursuant to such resignation of which there
have been several agreed upon negotiations.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and of other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. XxxxxXxx agrees to pay Xx. Xxxxx or his estate (with specific reference
to Xx. Xxxxx'x wife, Xxxxx Xxxxxxxx Xxxxx):
a) an amount equal to one years salary ($230,000), payable in 26 equal
bi-weekly amounts pursuant to XxxxxXxx'x normal payment cycle and commencing May
1, 2006 and ending on the pay date of May 4, 2007.
b) an amount equal to seven weeks of earned but unused vacation pay
totaling $30,962 payable in three bi-weekly payments of $8,846.15 commencing
with the pay date of May 18, 2007 with a final payment of $4,423.08 paid on the
pay date of June 29, 2007.
c) XxxxxXxx agrees to either pay for or reimburse Xx. Xxxxx or his estate,
for his monthly health insurance coverage, not to exceed $1,500 per month during
the period of May 2006 through June 2007. Reimbursement shall be made within 3
days of receipt by XxxxxXxx of a copy of the check and invoice made by Xx. Xxxxx
or his estate for said health coverage.
d) XxxxxXxx agrees to maintain and pay Xx. Xxxxx'x monthly life insurance
premium (total insured amount is $230,000), as currently being done under
XxxxxXxx'x UNUM life insurance program for the period of May 1, 2006 through
June 30, 2007. Xx. Xxxxx will have 31 days after June 30, 2007 in which to
notify UNUM of his desire to assume all responsibility for said life insurance
policy.
The payment of all amounts noted in this paragraph shall be deemed full
and complete satisfaction of all obligations under Section 7.4 of the Employment
Agreement and any and all other amounts which may be due Xx. Xxxxx by XxxxxXxx.
2. For good and valuable consideration, including the consideration
referenced in Section 1 hereof, Xx. Xxxxx, for himself and on behalf of his
respective heirs, personal representatives, beneficiaries, agents, successors
and assigns, hereby release, remise and forever discharge XxxxxXxx and its
respective affiliates, predecessors, successors and assigns, and the
stockholders, directors, officers, employees, agents, attorneys, consultants,
insurers and representatives of each of the foregoing (the "Released Parties"),
of and from any and all actions, causes of action, suits, claims, demands,
accountings, covenants, contracts, debts, liabilities or obligations of any
nature, fixed or contingent, known or unknown, whether at law or in equity, by
reason of any obligation of XxxxxXxx as set forth in Section 7.4 of the
Employment Agreement or any other amounts due Xx. Xxxxx by XxxxxXxx. Xx. Xxxxx
shall indemnify and hold the Released Parties harmless from and against all
damages, expenses, costs and reasonable attorney's fees which the Released
Parties may suffer or incur by reason of any breach by Xx. Xxxxx of any of the
provisions hereof.
For good and valuable consideration, including the consideration
referenced in this agreement hereof, XxxxxXxx, its respective affiliates,
predecessors, successors and assigns, and the stockholders, directors, officers,
employees, agents, attorneys, consultants, insurers and representatives of each
of the foregoing hereby release, remise and forever discharge Xx. Xxxxx, his
respective heirs, personal representatives, beneficiaries, agents, successors
and assigns from any and all actions, causes of action, suits, claims, demands,
accountings, covenants, contracts, debts, liabilities or obligations of any
nature, fixed or contingent, known or unknown, whether at law or in equity, by
reason of any obligation of Xx. Xxxxx as set forth in Section 7.4 of the
Employment Agreement or any other amounts due XxxxxXxx by Xx. Xxxxx. XxxxxXxx
shall indemnify and hold Xx. Xxxxx harmless from and against all damages,
expenses, costs and reasonable attorney's fees which Xx. Xxxxx may suffer or
incur by reason of any breach by XxxxxXxx of any of the provisions hereof.
3. This Agreement is binding upon and inures to the benefit of both
parties and their respective successors and assigns, including any entity with
which or into which XxxxxXxx may be merged or which may succeed to its assets or
business.
4. This General Release shall be construed in accordance with the laws of
the State of Massachusetts. This General Release may be signed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument. IN WITNESS WHEREOF,
the undersigned have hereunto set their hands on this General Release as of the
date first stated above.
XxxxxXxx Technologies, Inc.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Chief Financial Officer
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
