SEPARATION AGREEMENT AND GENERAL RELEASE
Exhibit 10.1
WHEREAS,
Xxxxx X. Xxxxx (“Xx. Xxxxx”) is employed by Technology Research
Corporation (“TRC”), but the parties wish to end that employment
under the terms of this agreement (the "Agreement"), to set forth the terms of
their future relationship and to resolve disputes (if any) between them,
and
WHEREAS,
Mr. Black now is TRC's Vice President, Finance and Chief Financial Officer and
has been employed by TRC since January 2006,and
WHEREAS,
TRC wishes to retain Mr. Black to continue as an employee as TRC's Vice
President and Chief Financial Officer to serve out up to October 31, 2008 and to
terminate Mr. Black's change of control agreement with TRC dated January 23,
2006 (the "Current Agreement").
WHEREAS,
Mr. Black, in the course of his TRC employment, has acquired confidential, trade
secret information about TRC's finances, operations, business
development/acquisition methods and strategies, customers, potential customers
and vendors, and
NOW,
THEREFORE, Mr. Black and TRC agree as follows:
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1.
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Mr.
Black's separation and future relationship.
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A. Mr. Black
shall retire from TRC and his employment as Vice President, Finance and Chief
Financial Officer of TRC shall end on October 31, 2008 ("Separation
Date"). Until then, he shall continue as an employee as TRC's Vice
President and Chief Financial Officer to serve out on a full time basis and
provide such other transitional services as an employee of TRC as may be
requested by TRC's Chief Executive Officer. TRC's Chief Executive
Officer may accelerate the Separation Date by giving two weeks' notice to Mr.
Black. Mr. Black will perform his customary job duties in a competent,
professional manner up to the Separation Date and will assist in the transition
of his job responsibilities to the person(s) designated by TRC.
B. Mr. Black
agrees to resign his positions as a TRC officer and as an officer and director
of any direct or indirect TRC subsidiary effective as of the Separation
Date. Mr. Black also agrees to sign and deliver to TRC on his
Separation Date a formal letter of resignation in the form attached to this
Agreement as Exhibit 1.
C. Mr. Black
agrees to return all TRC property in his possession, custody or control not
later than the Separation Date, including but not limited to any documents,
files or information (electronic or hard-copy), access cards, computer and PDA
(including all software and peripherals), cell phones, credit cards and stored
documents/files/information which Mr. Black obtained from TRC or any of its
customers, vendors or employees.
D. Mr. Black
agrees that he will not disparage TRC, that is, he agrees not to make negative
comments about TRC, his employment by TRC or the end of that
employment. Upon request, TRC will provide a letter of reference for
Mr. Black in the form attached as Exhibit 2 and, if he identifies Xxxx Xxxxxx as
the reference for potential future employers, persons who contact Xxxxxx about
Mr. Black will be given only the information contained in Exhibit
2.
E. Mr. Black
and TRC agree that their January 23, 2006 "Current Agreement" is hereby
terminated.
F. Mr. Black agrees that, after the
Separation Date, he will make himself available at reasonable times and
locations, not to exceed 24 hours, to assist TRC in any remaining transition
issues arising during or from the end of his employment.
G. To the
extent that Mr. Black has vested TRC equity awards that he wants to exercise,
Mr. Black must do so within ninety (90) days of the Separation
Date. Mr. Black understands and agrees that (i) the federal “xxxxxxx
xxxxxxx” securities laws continue to apply to Mr. Black notwithstanding his
separation of employment from TRC, (ii) TRC’s xxxxxxx xxxxxxx policy prohibits
Mr. Black from trading in TRC securities while in possession of material
nonpublic information concerning TRC and (iii) the prohibition against such
trading continues to apply to Mr. Black after leaving TRC. Therefore,
Mr. Black agrees to abide by the TRC trading windows even after leaving TRC
until such time as the insider information Mr. Black possessed, if any, becomes
public.
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2.
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TRC's obligations to
Mr. Black.
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A. TRC will
pay or provide to Mr. Black the following:
i. Mr.
Black’s salary and unused accrued vacation up to and including the Separation
Date (whether that date is October 31, 2008 or some earlier date selected by
TRC's Chief Executive Officer); and
ii. $148,500,
the sum equivalent to twelve months' base salary, less withholdings as for
wages; the sum will be paid on the later of (a) January 15, 2009 or (b) the date
ten days after Mr. Black executes and delivers to TRC the document attached to
this Agreement as Exhibit 3; and
iii. Such
notifications as required by law concerning continuation of group medical
insurance benefits, life insurance conversions, etc.
B. Mr. Black
understands and agrees that the monies and benefits described in this paragraph
2 are the sole financial obligations of TRC to Mr. Black under this
Agreement.
C. Mr. Black
agrees that he is solely responsible for and will pay all employee portions of
any taxes, contributions or other payments to any taxing authority which arise
from Mr. Black's receipt of the monies paid to him under this
Agreement.
D. In the
event that Mr. Black should die prior to his receipt of the payments due him
pursuant to this paragraph 2, such payments shall be made to his
estate.
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3.
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Mr.
Black's release of TRC.
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A. In
exchange for the benefits given by TRC to Mr. Black under this Agreement, Mr.
Black agrees, on his own behalf and on behalf of any other person entitled to
make a claim on his behalf or through him, that Mr. Black hereby freely,
finally, fully and forever releases and discharges TRC from any and all claims
and causes of action of any kind or nature that Mr. Black once had or now has
against TRC, including all claims arising out of Mr. Black's employment or end
of employment with TRC, whether such claims are now known or unknown to Mr.
Black ("Released Claims"). Released Claims do not include (i)
any claims arising
from events occurring after Mr. Black signs this Agreement, (ii) any claims
which by law may not be released by Mr. Black, (iii) any Mr. Black claims for
vested benefits under TRC's employee benefit plans; (iv) any claims for
indemnification arising out of or related to Mr. Black's activities as a TRC
officer or director; and (v) any claims related to TRC's performance of this
Agreement.
B. Mr. Black
realizes that there are many laws and regulations relating to employment,
including Title VII of the Civil Rights Act of 1964, as amended; the Age
Discrimination in Employment Act of 1967, as amended; the Americans with
Disabilities Act of 1990; the Family and Medical Leave Act; the Employee
Retirement and Income Security Act; and various other federal, state and local
constitutions, statutes, ordinances, human
rights/discrimination/retaliation/wage laws, and common laws (including the laws
of contract and negligence). Mr. Black intends to fully and
finally release TRC from any and all claims arising under such laws which Mr.
Black has or may have arising from events occurring prior to the date on which
he signs this Agreement.
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4.
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Informed, voluntary
signature.
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A. Mr. Black
agrees he has had a full and fair opportunity to review this “Separation
Agreement and General Release” and signs it knowingly, voluntarily and without
duress or coercion. Further, in executing this Agreement, Mr. Black
agrees that he has not relied on any
representation or statement not set forth in this Agreement and its
attachment.
B. Mr. Black
agrees that he was given an opportunity to consider this “Separation Agreement
and General Release” and its attachments for twenty-one (21) days before signing
it. If he has signed it sooner than twenty-one (21) days after
receiving it, Mr. Black agrees that he has waived the opportunity to review it
for that entire period. TRC advises Mr. Black to consult an
attorney before signing this Agreement.
C. Federal
law requires that (i) this Agreement be revocable by Mr. Black for seven (7)
days following his execution of it and (ii) this Agreement is not effective or
enforceable until the seven-day period expires and Mr. Black has not revoked
it. If Mr. Black wishes to revoke this Agreement, he must send a
written notice of revocation to TRC's Chief Executive Officer so it is received
not later than the close of business on the seventh day after Mr. Black signed
the Agreement.
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5.
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Confidentiality.
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A. Mr. Black
agrees that, unless compelled by subpoena or requested by TRC in the course of
Mr. Black providing transition assistance to TRC, he will not at any time use or
talk about, write about, disclose in any manner or publicize either (i) TRC’s
business, operations or employment data, policies or practices or (ii) the
proprietary or trade secret information of TRC or its customers or
vendors. It will not be a violation of this subparagraph for Mr.
Black to discuss TRC's business, operations or employment data, policies or
practices, proprietary or trade secret information of TRC or its
customers/vendors as is essential to Mr. Black's transition assistance to
TRC.
B. If Mr. Black is subpoenaed or
is required to testify about TRC or his employment by TRC, he agrees to contact
TRC's Chief Executive Officer about the subpoena/demand within 72 hours of
receiving the subpoena/demand or before the date of the
proposed testimony, whichever is earlier. Further, Mr. Black agrees
to meet and cooperate with TRC’s attorneys in preparation for such
testimony. Of course, when providing information about TRC or
his employment by TRC (whether in response to a subpoena, a requirement that he
testify or a TRC-requested meeting), Mr. Black will at all times speak
truthfully.
C. Mr. Black agrees that, if he
receives an inquiry from any representative of the media about TRC, his
employment by TRC or the end of his TRC employment, Mr. Black will not respond
but will immediately contact TRC's Chief Executive Officer to inform TRC of the
media inquiry.
6. Conditions
to TRC's Obligations.
TRC’s
execution of this Agreement, and its performance of its obligations under this
Agreement, are specifically conditioned on (a) Mr. Black’s execution and
delivery to TRC and non-revocation of this Agreement, (b) Mr. Black's
professional and competent performance of his job duties from the time that Mr.
Black is first given this Agreement until the Separation Date, (c) Mr. Black's
compliance with the terms of this Agreement and (d) Mr. Black's execution,
delivery and non-revocation of the agreement attached to this Agreement as
Exhibit 3.
7. Miscellaneous.
A. This Agreement shall be
interpreted and enforced in accordance with the laws of the United States and the State of
Florida. Any litigation
between the parties must be brought in a court having jurisdiction in
Pinellas
County,
Florida, unless it is necessary for
TRC to institute suit in another
jurisdiction to obtain injunctive relief to enforce the terms of this
Agreement.
B. This Agreement, any existing stock option
agreements/awards or stock appreciation
agreements, and a November 5, 2007 indemnification agreement represent the sole and entire
agreement between Mr. Black and TRC
and supersede
any and all prior agreements, negotiations and discussions between the parties
with respect to Mr. Black's employment or the end of
that employment by TRC.
C. If one or more paragraph(s)
of this Agreement are ruled invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision of this Agreement, which
shall remain in full force and effect.
D. This Agreement may not be
modified orally but only by a writing signed by both Mr. Black and TRC.
E. This Agreement shall inure to
the benefit of and shall be binding upon TRC, its successors and
assigns. Mr. Black's obligations and duties
hereunder are personal and not assignable, but TRC will have the right to
assign its rights and obligations under this Agreement to any TRC affiliate or successor of
TRC or to any purchaser(s) of
their assets.
F. As used in this Agreement,
the term “TRC” shall mean Technology Research
Corporation as
well as its
current or future (i) parents, subsidiaries and
affiliated organizations; (ii) insurers, benefit plans,
trustees, and benefit administrators and their respective pension,
profit-sharing, savings, health, trusts, and other employee benefit plans of any
nature as well as the plans’ respective trustees and administrators; (iii)
directors, officers, employees, agents, attorneys, representatives and
shareholders and their parents, subsidiaries and affiliated organizations and (iv)
heirs, personal
representatives, successors and assigns of the persons or entities described in
the preceding portions of this subparagraph.
Date:
Sepember 2,
2008 /s/ Xxxxx X.
Xxxxx
Xxxxx X.
Xxxxx
Technology Research
Corporation
Date: September
2,
2008 By:
/s/ X. X.
Xxxx
Exhibit
1
_________________,
2008
Technology
Research Corporation
0000
000xx Xxxxxx
Xxxxx
Xxxxxxxxxx,
Xxxxxxx 00000
Attn:
Board of Directors
Gentlemen:
I, Xxxxx X. Xxxxx, hereby resign as the
Vice President of Finance, Chief Financial Offer and Secretary of Technology
Research Corporation, a Florida corporation (the "Company"), effective
immediately. I also hereby resign any and all officer and director
positions that I may have with any direct or indirect subsidiary of the
Company. In addition, I agree to sign in the future any reasonable
documents that are necessary or desired to effect such resignations from the
Company and its direct or indirect subsidiaries. This will confirm
that my resignation is not due to any disagreement with such entity relating to
the Company's operations, policies or procedures.
Respectfully,
______________________________
Xxxxx X. Xxxxx
Exhibit 2
[TRC
LETTERHEAD]
To whom
it may concern:
It is not
the policy of Technology Research Corporation to provide detailed references for
its former employees. It is, however, company policy to confirm the
dates of employment and the position held at the time that the employment
ended.
Xxxxx X.
Xxxxx was employed by the company from January 1, 2006 until his retirement from
TRC on _________________. Mr. Black's last job titles were Vice
President, Finance and Chief Financial Officer.
Any
further inquiries about Mr. Black should be directed in writing to
me.
Very truly
yours,
Xxxx
Xxxxxx
Chief Executive
Officer
Exhibit 3
SUPPLEMENT TO SEPARATION
AGREEMENT AND GENERAL RELEASE
WHEREAS,
Xxxxx X. Xxxxx (“Black”) and Technology Research Corporation ("TRC")
previously signed a "Separation Agreement and General Release" ("Separation
Agreement") but wish to supplement that agreement with this agreement
("Supplement"), and
NOW,
THEREFORE, Black and TRC agree as follows:
1. Black's
separation. Black's employment will
end as of the close of business on October 31, 2008 ("Separation Date") or some
earlier date upon TRC's Chief Executive Officer giving two week's notice to Mr.
Black.
2. TRC's
obligations to Black. TRC will pay or
provide to Black the separation benefits described in paragraph 2 of the
Separation Agreement to the extent that they have not already been paid or
provided.
3. Black's
release of TRC.
A. In
exchange for the benefits given by TRC to Black under the Separation Agreement
and this Supplement, Black agrees, on his own behalf and on behalf of any other
person entitled to make a claim on his behalf or through him, that Black hereby
freely, finally, fully and forever releases and discharges TRC from any and all
claims and causes of action of any kind or nature that he once had or now has
against TRC, including all claims arising out of his employment or end of
employment with TRC, whether such claims are now known or unknown to Black
("Released Claims"). Released Claims do not include (i) any claims arising from
events occurring after Black signs this Agreement, (ii) any claims which by law
may not be released by Black, (iii) any Black claims for vested benefits under
TRC's employee benefit plans; (iv) any claims for indemnification arising out of
or related to Black's activities as a TRC officer or director; and (v) any
claims related to TRC's performance of this Agreement.
B. Black
realizes that there are many laws and regulations relating to employment,
including Title VII of the Civil Rights Act of 1964, as amended; the Age
Discrimination in Employment Act of 1967, as amended; the Americans with
Disabilities Act of 1990; the Family and Medical Leave Act; the Employee
Retirement and Income Security Act; and various other federal, state and local
constitutions, statutes, ordinances, human
rights/discrimination/retaliation/wage laws, and common laws (including the laws
of contract and negligence). Black intends to fully and finally release
TRC from any and all claims arising
under such laws which he has or may have arising from events
occurring prior to the date on which he signs this
Agreement.
4. Black's
informed, voluntary signature.
A. Black
agrees he has had a full and fair opportunity to review this "Supplement to
Separation Agreement and General Release” and signs it knowingly, voluntarily,
and without duress or coercion. Further, in executing this
Supplement, Black agrees he has not relied on any
representation or statement not set forth in the Separation Agreement or in this
document.
B. Black
agrees that he was given an opportunity to consider this “Supplement to
Separation Agreement and General Release” for twenty-one (21) days before
signing it and, if he has signed it sooner than twenty-one (21) days after
receiving it, he agrees that he has waived the opportunity to review it for that
entire period. TRC advises Black to consult an attorney before
signing this Supplement. However, in any event, Black cannot sign this Supplement
sooner than the
close of
business on Black's last day of
employment by
TRC.
C. Federal
law requires that (i) this Supplement be revocable by Black for seven (7) days
following him signing it and (ii) this Supplement shall not become effective or
enforceable until the 7-day period expires and he has not revoked
it. If Black wishes to revoke this Supplement, he must send a written
notice of revocation to TRC's Chief Executive Officer so it is received not
later than the close of business on the seventh day after Black has signed this
Supplement.
5. Conditions
to TRC's
Obligations. TRC’s execution of this
Supplement and its performance of its obligations under it are conditioned upon
(a) Black’s execution, delivery to TRC and non-revocation of this Supplement,
(b) Black's professional and competent performance of his job duties from the
time that he is first given this Supplement until the time that he signs it (if
he elects to sign it) and (c) Black's compliance with the terms of this
Supplement.
6. Miscellaneous.
A. This
Supplement shall be interpreted and enforced in accordance with the laws of the
United States and the State of Florida. Any litigation between the
parties must be brought in a court having jurisdiction in Pinellas County,
Florida, unless it is necessary for TRC to institute suit in another
jurisdiction to obtain injunctive relief to enforce the terms of this
Supplement.
B. The
Separation Agreement, this Supplement and any stock option agreements/awards
represent the entire agreement between the parties and supersede any and all
prior agreements, negotiations and discussions between the parties with respect
to Black's employment or end of that employment (the parties having previously
terminated a change of control agreement dated January 23, 2006).
C If
one or more paragraph(s) of this Supplement are ruled invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provision of this
Supplement, which shall remain in full force and effect.
D. This
Supplement may not be modified orally but only by a writing signed by both Black
and TRC.
E This
Supplement shall inure to the benefit of and shall be binding upon TRC, its
successors and assigns. Black's obligations and duties hereunder are
personal and not assignable, but TRC will have the right to assign its rights
and obligations under this Supplement to any TRC affiliate or successor or to
any purchaser(s) of their assets.
F As
used in this Supplement, the term “TRC” shall mean Technology Research
Corporation as well as (i) its parents, subsidiaries and affiliated
organizations; (ii) its insurers, benefit plans, trustees, and benefit
administrators and their respective pension, profit-sharing, savings, health,
trusts, and other employee benefit plans of any nature as well as the plans’
respective trustees and administrators; (iii) its directors, officers,
employees, agents, attorneys, representatives and shareholders and their
parents, subsidiaries and affiliated organizations; and (iv) the heirs, personal
representatives, successors and assigns of the persons or entities described in
the preceding portions of this subparagraph.
Date:
_________________,
2008 ________________________________
Xxxxx X. Xxxxx
Technology Research
Corporation
Date: ________________,
2008 By:_____________________________
