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Exhibit 10.12
SEVERANCE AGREEMENT
This Severance Agreement (Agreement) is entered into this 1st day of
June, 1999, between Xx. Xxxxxx Xxxxxx (Xxxxxx) and Hypercom Corporation
(Company).
RECITALS:
The parties have mutually agreed it is in their best interest to bring
their employment relationship to a conclusion effective June 1, 1999, pursuant
to the following terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth below, and intending to be legally bound thereby, the parties covenant
and agree as follows:
I.
In exchange for Xxxxxx'x promises set forth below, the Company agrees
to pay him his regular base salary, less all required and authorized deductions,
and continue his medical and dental benefits coverage through July 31, 1999. The
Company further agrees to allow Xxxxxx continued use of the office space,
voicemail account and Company car issued to him through July 31, 1999. In
addition, Xxxxxx will have until July 31, 2000 to exercise the vested portion of
Company stock options previously granted.
II.
In exchange for the promises of the Company set forth in Paragraph I
above, by execution of this Agreement, Xxxxxx releases, on behalf of himself and
his heirs, executors, administrators, and assigns, any and all claims of any
nature whatsoever against the Company and its corporate affiliates,
predecessors, successors, agents, officers, owners, directors, employees,
insurers, and assigns, arising out of, or relating in any manner whatsoever to,
the employment of Xxxxxx, or based upon any event or asserted event occurring,
or alleged to have occurred, prior to the date of this Agreement. This FULL
WAIVER AND RELEASE includes, without limitation, all rights and claims arising
under the Civil Rights Act of 1964 and 1991, as amended, the Americans with
Disabilities Act of 1990, the Family Medical Leave Act of 1993, or any other
applicable local, state, or federal statute, or any common law cause of action,
including claims for breach of express or implied contract, promissory estoppel,
harassment, retaliation, defamation, emotional distress, any personal injury or
tort, or any claims for attorney's fees or other costs, except as provided for
herein.
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III.
Xxxxxx agrees to keep the terms of this Agreement confidential and not
to disclose the terms of this Agreement to anyone, including, but not limited
to, any other Company employee or former employee without the express written
permission of the Chairman of the Company.
IV.
The Company advises Xxxxxx to consult with an attorney prior to
executing this Agreement.
V.
By his signature below, Xxxxxx affirms he has been given at least
twenty-one (21) days within which to consider this Agreement.
VI.
Xxxxxx may revoke this Agreement at any time within seven (7) days
following his execution of this Agreement. This Agreement shall not become
effective or enforceable until the forgoing revocation period has expired. To
revoke this Agreement, written notice must be delivered to Xx. Xxxx X. Xxxxxx,
Senior Vice President of Human Resources, and Xxxxx X. Xxxxxxxx, General
Counsel, 0000 Xxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx, 00000, within this seven (7)
day period.
VII.
This Agreement shall be governed in all respects, whether as to
validity, construction, capacity, performance, or otherwise, by the laws of the
State of Arizona, and no action involving this Agreement may be brought except
in the Superior Court of Arizona or in the United Stated District Court for the
District of Arizona. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable for whatever
reason, the remaining provisions of this Agreement shall nevertheless continue
in full force and effect without being impaired in any manner whatsoever.
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VIII.
This Agreement constitutes the sole and entire agreement between the
parties hereto, and supersedes any and all understandings and agreements made
prior hereto, if any. There are no collateral understandings, representations,
or agreements other than those contained herein. No provision of this Agreement
shall be amended, waived, or modified except by an instrument in writing, signed
by the parties hereto. It is expressly understood and agreed that by entering
into this Agreement, the Company is not admitting any wrongdoing or liability on
its part to Xxxxxx, other than to comply with the terms of this Agreement.
IX.
Xxxxxx hereby represents that he has read and understands the contents
of this Agreement, that no representations other than those contained herein
have been made to him to induce his execution of this Agreement, but that he
executes this Agreement knowingly and voluntarily and upon independent advice of
his own choosing. The provisions pertaining to payment of sales commissions
contained herein shall supersede and replace the terms of any former Commission
Accrual Policy Statements applicable to Xxxxxx only to the extent the terms
contained in this Agreement are inconsistent with the terms of such Commission
Accrual Policy Statements.
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Xxxxxx Xxxxxx Date
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By: Xxxx Xxxxxx Date
Its Senior Vice President, Human Resources
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