SEPARATION AND RELEASE AGREEMENT
Exhibit 10.1
THIS
SEPARATION AND RELEASE AGREEMENT is entered into on this 3rd day of
February, 2017, by and between Xxxxx Xxxxxx
(“EMPLOYEE”) and RELM Wireless Corporation
(“COMPANY”). For purposes of this Agreement, EMPLOYEE
and COMPANY shall be collectively referred to as the
“Parties.”
WHEREAS, EMPLOYEE
was employed by COMPANY as an at-will employee;
WHEREAS, the
Parties have determined that EMPLOYEE’s employment shall
terminate effective January 16, 2017;
WHEREAS, the
Parties do not anticipate that they will have any disputes or
grievances as a result of this termination, but desire to take
action to avoid any such disputes;
WHEREAS, the
Parties desire to terminate their relationship amicably and make
certain promises and representations to achieve this
objective;
NOW,
THEREFORE, in full satisfaction of any and all disputes and claims,
and in consideration of the promises and releases made herein and
for other good and valuable consideration, and upon the terms and
conditions, the premises and promises and the covenants stated
below, the Parties agree as follows:
1. Employment,
Board of Directors, and Insurance Coverage Dates.
EMPLOYEE’S separation from employment with COMPANY is hereby
acknowledged and agreed to be effective at the close of business on
January 16, 2017 (“Termination Date”). Employee agrees
that upon the termination of his employment, he has also resigned
from any and all positions held on the Company’s Board of
Directors as of the Termination Date. EMPLOYEE’S health
insurance benefits will cease on January 31, 2017, subject to
EMPLOYEE’S right to continue his health insurance under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”). EMPLOYEE’S participation in all
benefits and incidents of employment including, not limited to,
accrual of bonuses, vacation and paid time off, cease as of the
Termination Date. As of the Termination Date, EMPLOYEE shall be
deemed to have resigned from any officer position with the Company.
Subject to any press release or other statements already made by
the Company, the Company will indicate in its personnel records
that EMPLOYEE resigned.
2. Separation
Payments.
X. Xxxxxxxxx.
Within ten (10) days of the date on which this Agreement becomes
effective and no longer revocable, COMPANY agrees to begin to pay
and EMPLOYEE agrees to accept a separation payment in the gross
amount of $300,000 (the “Severance Payment”). The
Severance Payment will be paid in equal installments over a period
of 12 months, in accordance with the COMPANY’S regular
payroll practices beginning on the COMPANY’S first regular
pay date after the Effective Date, from which there will be
deducted and withheld, all taxes, including United States and all
applicable state income taxes, Medicare and FICA amounts and
EMPLOYEE’S portion of healthcare premium for January,
2017.
1
B. Benefits.
EMPLOYEE and, as applicable, the EMPLOYEE’S covered
dependents, may elect to continue health care coverage by electing
continuation of benefits through COBRA. If EMPLOYEE elects to
continue benefits through COBRA for himself and applicable
dependents, he shall pay the same dollar cost paid by EMPLOYEE as
is in effect at the time of termination. If EMPLOYEE elects COBRA,
COMPANY agrees to pay the difference in cost between the EMPLOYEE
portion and COBRA’s actual cost for coverage through December
31, 2017 (“COBRA Subsidy”). The COBRA Subsidy shall be
paid directly to EMPLOYEE on a monthly basis, subject to applicable
withholdings, provided that EMPLOYEE elects COBRA coverage. If
EMPLOYEE subsequently discontinues COBRA coverage for any reason
prior to December 31, 2017, COMPANY’s COBRA Subsidy payments
shall cease and shall not be reinstated.
C. Paid
Time Off/Sick Leave. EMPLOYEE acknowledges that he has
received all accrued, but unused paid time off or sick leave to
which he was entitled.
3. Unemployment
Benefits and References. COMPANY does not control the
ultimate determination for an award of unemployment benefits, and
it will respond truthfully to requests for information from the
appropriate state agency. COMPANY will not appeal any award of
unemployment compensation to EMPLOYEE. In addition, if COMPANY is
contacted by potential employers of EMPLOYEE for references or
information about EMPLOYEE’s employment, COMPANY will follow
its standard practice and only provide EMPLOYEE’s dates of
employment, title and salary.
4.
401(k) Retirement
Plan. It is understood and agreed that EMPLOYEE did
participate in a retirement plan offered by COMPANY and therefore
COMPANY has no further obligation to withhold any deductions nor
make any contributions to any such plan on behalf of EMPLOYEE.
Therefore for purposes of the retirement plan, EMPLOYEE is no
longer considered an employee and voluntary contributions will not
be withheld from the Severance Payment. The Parties agree that
nothing in contained in this Agreement shall impact
EMPLOYEE’s rights with respect to retirement benefits that
were vested as of the Termination Date and that all such rights are
governed by the terms of the applicable plan.
5.
Mutual Release of
Claims. EMPLOYEE agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed
to EMPLOYEE by the COMPANY and its current and former officers,
directors, employees, agents, investors, attorneys, shareholders,
administrators, affiliates, benefit plans, plan administrators,
insurers, trustees, divisions, and subsidiaries, and predecessor
and successor corporations and assigns (collectively, the
"Releasees"). EMPLOYEE, on his own behalf and on behalf of his
respective heirs, family members, executors, agents, and assigns,
hereby and forever releases the Releasees from, and agrees not to
xxx concerning, or in any manner to institute, prosecute, or
pursue, any claim, complaint, duty, obligation, demand, or cause of
action relating to any matters of any kind, whether presently known
or unknown, suspected or unsuspected, that EMPLOYEE may possess
against any of the Releasees arising from any omissions, acts,
facts, or damages that have occurred up until and including the
Effective Date of this Agreement, including, without
limitation:
a. any
and all claims relating to or arising from EMPLOYEE’S
employment relationship with the COMPANY, the termination of that
relationship, payment of compensation or bonuses, or the failure or
refusal to provide EMPLOYEE with any benefits pursuant to any
employee benefit plan or arrangement maintained, administered,
sponsored, or funded by the COMPANY;
b. any
and all claims for wrongful discharge of employment; termination in
violation of public policy; discrimination; harassment;
retaliation; breach of contract, both express and implied; breach
of covenant of good faith and fair dealing, both express and
implied; promissory estoppel; negligent or intentional infliction
of emotional distress; fraud; negligent or intentional
misrepresentation; negligent or intentional interference with
contract or prospective economic advantage; unfair business
practices; defamation; libel; slander; negligence; personal injury;
assault; battery; invasion of privacy; false imprisonment;
conversion; and disability benefits;
2
c. any
and all claims for violation of any federal, state, or municipal
statute, including, but not limited to, Title VII of the Civil
Rights Act of 1964; the Civil Rights Act of 1991; the
Rehabilitation Act of 1973; the Americans with Disabilities Act of
1990; the Equal Pay Act;; the Fair Credit Reporting Act; the Age
Discrimination in Employment Act of 1967; the Older Workers Benefit
Protection Act; the Employee Retirement Income Security Act of 1974
(including but not limited to any claim for denial of benefits,
interference with benefits, or breach of fiduciary duty); the
Worker Adjustment and Retraining Notification Act; the Family and
Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; any and all
amendments to any such laws; and other applicable federal, state,
or local fair employment and anti-discrimination statutes not
listed above;
d. any
and all claims arising out of any other laws and regulations
relating to employment or employment discrimination;
and
e. any
and all claims for attorneys' fees and costs.
EMPLOYEE
agrees that the release set forth in this section will be and
remain in effect in all respects as a complete general release as
to the matters released. This release does not extend to any
obligations incurred under this Agreement. The release also does
not alter EMPLOYEE’s vested retirement benefits, his rights
as an existing shareholder of COMPANY or his vested rights under
the Incentive Compensation Stock Option Agreement that otherwise
exist, but EMPLOYEE acknowledges that all such rights are governed
by the terms of the applicable plans, stock certificates or COMPANY
By-Laws as appropriate. This release does not release claims that
cannot be released as a matter of law, including, but not limited
to, EMPLOYEE’S right to (1) respond accurately and fully to
any question, inquiry or request for information when required by
legal process; (2) file a charge or complaint with or participate
in a charge by the Equal Employment Opportunity Commission, the
Department of Justice, the Securities and Exchange Commission, the
Department of Labor, the National Labor Relations Board, the
Occupational Safety and Health Administration, or any other local,
state, or federal administrative body or government agency
(“Governmental Agency”) against the COMPANY; or (3)
disclose information, report possible violations to, or participate
in investigations or proceedings that may be conducted by any
Governmental Agency. Further, such communications with any
Governmental Agency will not be considered a breach of any other
provision in this Agreement, including any non-disparagement or
confidentiality provision. EMPLOYEE is not required to contact the
COMPANY before engaging in any such communications. This Agreement
does not limit EMPLOYEE’s right to receive an award from any
Governmental Agency for information provided to the Governmental
Agency.
For its
part, in consideration of EMPLOYEE’s execution of this
Agreement and his performance of the obligations set forth herein,
the COMPANY on behalf of itself and its affiliates, subsidiaries
and assigns, agrees that it shall release EMPLOYEE, and his
respective heirs, family members, executors, agents, and assigns,
from, and agree not to xxx concerning, or in any manner to
institute, prosecute, or pursue, any claim, complaint, duty,
obligation, demand, or cause of action relating to any matters of
any kind, whether presently known or unknown, suspected or
unsuspected, that COMPANY may possess against EMPLOYEE arising from
any omissions, acts, facts, or damages that have occurred up until
and including the Effective Date of this Agreement.
3
6.
Acknowledgment of Waiver
of Claims under ADEA. EMPLOYEE acknowledges that he is
waiving and releasing any rights he may have under the Age
Discrimination in Employment Act of 1967 ("ADEA"), and that this
waiver and release is knowing and voluntary. EMPLOYEE agrees that
this waiver and release does not apply to any rights or claims that
may arise under the ADEA after the Effective Date of this
Agreement. EMPLOYEE acknowledges that the consideration given for
this waiver and release is in addition to anything of value to
which EMPLOYEE was already entitled. EMPLOYEE further acknowledges
that he has been advised by this writing that: (a) he should
consult with an attorney prior to executing this Agreement; (b) he
has twenty-one (21) days within which to consider this Agreement;
(c) he has seven (7) days following his execution of this Agreement
to revoke this Agreement; (d) this Agreement will not be effective
until after the revocation period has expired; and (e) nothing in
this Agreement prevents or precludes Employee from challenging or
seeking a determination in good faith of the validity of this
waiver under the ADEA, nor does it impose any condition precedent,
penalties, or costs for doing so, unless specifically authorized by
federal law. In the event EMPLOYEE signs this Agreement and returns
it to the COMPANY in less than the 21-day period identified above,
EMPLOYEE hereby acknowledges that he has freely and voluntarily
chosen to waive the time period allotted for considering this
Agreement.
7. Confidentiality.
EMPLOYEE agrees that the existence of this Agreement and its terms
and conditions are to be held in strict confidence. EMPLOYEE
further agrees not to disclose the existence or terms of this
Agreement to any past, present or future agent or employee of
COMPANY or any other individual or entity except EMPLOYEE’S
spouse, his tax consultants, accountants and attorneys, state and
federal taxing authority (if required and upon request), or as may
be otherwise required by law. This provision will not prevent
EMPLOYEE from disclosing the fact that COMPANY employed him through
January 16, 2017.
8.
No Claims. EMPLOYEE
represents that he has not filed any complaints or lawsuits against
COMPANY with any court and that he will not do so at any time
hereafter involving COMPANY and relating to any matter arising
prior to the date of this Agreement. EMPLOYEE likewise represents
that he has not suffered any discrimination on account of his age,
sex, national origin, marital status or any other protected status
and none of these has been an adverse factor used against him by
COMPANY; that he has not suffered any job-related wrongs or
injuries for which he might still be entitled to compensation or
relief such as an injury for which EMPLOYEE might receive a worker
compensation award in the future; EMPLOYEE has not been denied any
leave to which he is legally entitled; EMPLOYEE acknowledges that
he has reported workplace injuries or illnesses, if any; EMPLOYEE
has no knowledge of any wrongdoing by the COMPANY that would
subject COMPANY to any harm, civil or criminal; EMPLOYEE
acknowledges that he has been paid in full for all hours worked and
there is no compensation or benefits owed to him whatsoever other
than the specific payments set forth in this
Agreement.
9.
COMPANY Property.
EMPLOYEE understands and agrees that he shall return any and all
COMPANY files, keys, equipment and any and all documents and
property belonging to COMPANY. EMPLOYEE further states that he has
not retained any documents or electronic information or data, or
any copies thereof, belonging to COMPANY. EMPLOYEE further states
that he has not damaged, marred, spoiled, ruined or otherwise
destroyed any property, equipment or electronic files belonging to
COMPANY and acknowledges that COMPANY may hold EMPLOYEE liable for
any damage caused by EMPLOYEE to the property, equipment and
electronic files belonging to COMPANY, whether such damage is
currently known or subsequently discovered after EMPLOYEE’S
separation of employment. EMPLOYEE’S signature below
constitutes his certification under penalty of perjury that he has
returned all documents and other items provided to EMPLOYEE by the
COMPANY, developed or obtained by EMPLOYEE in connection with his
employment with the COMPANY, or otherwise belonging to the
COMPANY.
4
10.
Trade Secrets and
Confidential Information/COMPANY Property. Subject to the
terms set forth below, EMPLOYEE reaffirms and agrees to observe and
abide by the terms of the General Confidentiality Obligations set
forth in the COMPANY’S employee handbook, specifically
including the provisions therein regarding nondisclosure of the
COMPANY’S trade secrets and confidential and proprietary
information, and non-solicitation of COMPANY employees. Moreover,
EMPLOYEE reaffirms the confidentiality obligation set forth in
Executive’s Executive Change in Control Agreement. In
addition, EMPLOYEE understands that an individual shall not be held
criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret that is made in
confidence to a federal, state, or local government official or to
an attorney solely for the purpose of reporting or investigating a
suspected violation of law. An individual shall not be held
criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret that is made in a
complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. An individual who files a
lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the trade secret to the attorney of
the individual and use the trade secret information in the court
proceeding, if the individual files any document containing the
trade secret under seal; and does not disclose the trade secret,
except pursuant to court order. Nothing in this Agreement or any
other agreement between the parties is intended to conflict with 18
U.S.C. § 1833(b) or create liability for disclosures of trade
secrets that are expressly permitted by 18 U.S.C. §
1833(b).
11.
Mutual
Non-Disparagement. Subject to the other terms stated herein,
EMPLOYEE agrees to refrain from any disparagement, defamation,
libel, or slander of any of the Releasees, and agrees to refrain
from soliciting for business or interfering with the contracts and
relationships of any of the Releasees have with their current or
former customers. In addition, subject to the other terms stated
herein, COMPANY agrees to instruct and ensure that the following
people refrain from any disparagement, defamation, libel, or
slander of EMPLOYEE: Xxxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx
X’Xxxx. Notwithstanding this provision, the PARTIES may
respond truthfully in communications to government agencies,
auditors or as required by legal process.
12.
Non-solicitation;
Cooperation. EMPLOYEE agrees that for a period of twelve
(12) months immediately following the Effective Date of this
Agreement, EMPLOYEE will not directly or indirectly solicit any of
the COMPANY’S employees to leave their employment at the
COMPANY. EMPLOYEE also agrees that for a period of twelve (12)
months immediately following the Effective Date of this Agreement,
EMPLOYEE will not directly or indirectly solicit COMPANY’S
customers or prospective customers on behalf of himself or any
other entity. In addition, EMPLOYEE agrees to cooperate with any
reasonable requests from COMPANY to transition matters or respond
to requests for information as directed to him from time to
time.
13.
SEC Whistleblower
Protections. NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY
WHEREVER CONTAINED, EMPLOYEE UNDERSTANDS THAT NOTHING IN THIS
AGREEMENT, ANY OTHER AGREEMENT THAT EMPLOYEE AND THE COMPANY ARE
PARTIES TO, AND ANY POLICY OF THE COMPANY SHALL INTERFERE WITH
EMPLOYEE’S RIGHT TO (1) FILE A CHARGE OR COMPLAINT WITH OR
PARTICIPATE IN A CHARGE BY THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION, THE DEPARTMENT OF JUSTICE, THE SECURITIES AND EXCHANGE
COMMISSION, THE DEPARTMENT OF LABOR, THE NATIONAL LABOR RELATIONS
BOARD, THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION, OR ANY
OTHER LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT
AGENCY (“GOVERNMENTAL AGENCY”) OR (2) DISCLOSE
INFORMATION, REPORT POSSIBLE VIOLATIONS TO, OR PARTICIPATE IN
INVESTIGATIONS OR PROCEEDINGS THAT MAY BE CONDUCTED BY ANY
GOVERNMENTAL AGENCY. FURTHER, SUCH COMMUNICATIONS WITH ANY
GOVERNMENTAL AGENCY WILL NOT BE CONSIDERED A BREACH OF ANY OTHER
PROVISION IN THIS AGREEMENT, ANY OTHER AGREEMENT THAT EMPLOYEE AND
THE COMPANY ARE PARTIES TO, AND ANY POLICY OF THE COMPANY,
INCLUDING ANY AND ALL NON-DISPARAGEMENT OR CONFIDENTIALITY
PROVISIONS. EMPLOYEE IS NOT REQUIRED TO CONTACT THE COMPANY
BEFORE ENGAGING IN ANY SUCH COMMUNICATIONS. NOTWITHSTANDING
ANY PROVISIONS TO THE CONTRARY WHEREVER CONTAINED, THIS AGREEMENT,
ANY OTHER AGREEMENT THAT EMPLOYEE AND THE COMPANY ARE PARTIES TO,
AND ANY POLICY OF THE COMPANY SHALL NOT LIMIT EMPLOYEE’S
RIGHT TO RECEIVE AN AWARD FROM ANY GOVERNMENTAL AGENCY FOR
INFORMATION PROVIDED TO THE GOVERNMENTAL
AGENCY.
5
14.
Non-Admission of
Liability. The Parties agree that the promises contained in
this Agreement are not to be construed as any admission of any
liability on the part of either Party arising out of EMPLOYEE's
employment or termination. By signing this document, the Parties
intend to avoid any action arising out of or related to the
employment or employment termination of EMPLOYEE.
15.
Indemnification/Insurance
Coverage. Notwithstanding any other provision of this
Agreement, the Parties agree that EMPLOYEE shall retain all
indemnification rights he had as an executive, officer or employee
of the COMPANY pursuant to Article IV of the COMPANY By-Laws. In
addition, this Agreement does not alter the terms of the
COMPANY’s Directors & Officers’ insurance policies.
EMPLOYEE acknowledges that he has received a copy of the
COMPANY’s D&O policy currently in effect.
16.
Acknowledgment of
Understanding. EMPLOYEE hereby declares, agrees, and
warrants that he: (a) understands the terms set forth herein; (b)
voluntarily accepts without coercion or duress those terms for the
purpose of obtaining the separation benefits as promised herein and
providing the full release of all claims against COMPANY and
(c) was advised by COMPANY to consult with an attorney of his
own choosing prior to the execution of this Agreement.
17.
Severability. In
the event that any provision or any portion of any provision hereof
or any surviving agreement made a part hereof becomes or is
declared by a court of competent jurisdiction or arbitrator to be
illegal, unenforceable, or void, this Agreement will continue in
full force and effect without said provision or portion of
provision.
18.
Compliance with Section
409A. The intent of the parties is that payments and
benefits under this Agreement comply with Section 409A of the
Internal Revenue Code (“Section 409A”) or are exempt
therefrom and, accordingly, to the maximum extent permitted, this
Agreement shall be interpreted to be in compliance therewith. In
that regard, (a) each installment in any series of installment
payments pursuant to this Agreement shall be treated as a separate
payment for purposes of Section 409A; (b) the parties will take all
steps necessary to ensure that EMPLOYEE’S termination of
employment constitutes a “separation from service”
within the meaning of Section 409A; (c) if EMPLOYEE is a "specified
employee," as determined by the COMPANY in accordance with Section
409A, then to the extent required in order to comply with Section
409A, all payments, benefits or reimbursements paid or provided
under this Agreement that constitute a "deferral of compensation"
within the meaning of Section 409A, that are provided as a result
of EMPLOYEE’S separation from service and that would
otherwise be paid or provided during the first six months following
EMPLOYEE’S separation from service shall be accumulated
through and paid or provided within 30 days after the first
business day following the six month anniversary of
EMPLOYEE’S separation from service (or, if EMPLOYEE should
die during such six-month period, within 30 days after
EMPLOYEE’S death); (d) the amount of any expenses eligible
for reimbursement, or in-kind benefits provided, during a calendar
year may not affect the expenses eligible for reimbursement, or
in-kind benefits provided, during any other calendar year; (e) the
right to any reimbursement or in-kind benefit is not subject to
liquidation or exchange for another benefit; and (f) if the period
from EMPLOYEE’S Termination Date to the date that Pay
Continuation payments may commence begins in one calendar year and
ends in a second calendar year, then to the extent necessary to
comply with Section 409A, any Pay Continuation payable under this
Agreement will commence in the second calendar year.
6
19.
Entire Agreement.
This Agreement represents the entire agreement and understanding
between the COMPANY and EMPLOYEE concerning the subject matter of
this Agreement and EMPLOYEE’S employment with and separation
from the COMPANY and the events leading thereto and associated
therewith, and supersedes and replaces any and all prior agreements
and understandings concerning the subject matter of this Agreement
and EMPLOYEE’S relationship with the COMPANY, with the
exception of those provisions of the EMPLOYMENT AGREEMENT that
survive termination of employment or Employee’s Executive
Change in Control Agreement. This provision shall not affect
EMPLOYEE’s rights as a shareholder or any vested rights to
retirement savings or stock options that exist prior to his
Termination Date, subject to the terms of any applicable plan.
EMPLOYEE acknowledges that he is not otherwise entitled to the
payments and benefits provided in this Agreement unless he executes
and does not revoke this Agreement. Each Party is responsible for
its own costs, expenses and attorneys’ fees incurred in
preparation of this Agreement. Acceptance of the terms of this
Agreement must occur no later than February 6, 2017. EMPLOYEE
agrees that any modifications, material or otherwise, made to this
Agreement at any time by EMPLOYEE or COMPANY prior to the Effective
Date, and even after the Termination Date, do not restart or affect
in any manner the original 21-day consideration period provided in
section 21.
19.
No Oral
Modification. This Agreement may only be amended in writing
signed by EMPLOYEE and the COMPANY’S Chairman.
20.
Binding
Effects/Venue. This Agreement shall be binding upon the
Parties, as well as their successors, assigns, heirs, beneficiaries
and designees. This Agreement shall be construed and enforced in
accord with the laws of the State of[Florida without application of
Florida’s choice of law rules and principles. The Parties
acknowledge and agree that the exclusive venue for any proceeding
or action to enforce this Agreement or any provision thereof shall
be in a Federal or State Court of competent jurisdiction in the
State of Florida for Brevard County.
21. Rescission
Rights/Effective Date. EMPLOYEE understands that this
Agreement will be null and void if not executed by him within
twenty-one (21) days of the Termination Date. EMPLOYEE has seven
(7) days after execution to revoke it. This Agreement will become
effective on the eighth (8th) day after EMPLOYEE signed this
Agreement, so long as it has been signed by the Parties and has not
been revoked before that date (the "Effective Date"). To be
effective, this revocation must be in writing and delivered to the
COMPANY’S Chairman within this seven (7) day period. If sent
by mail, the revocation must be: (1) postmarked within the seven
(7) day period; (2) properly addressed to COMPANY; and
(3) sent by certified mail, return receipt
requested.
7
I
understand that if I revoke this Agreement as outlined above, that
this Agreement will not be effective or enforceable and that I will
not be eligible to receive any severance benefits under this
Agreement or otherwise.
BY SIGNING BELOW, EMPLOYEE ACKNOWLEDGES THAT HE HAS RECEIVED THIS
SEPARATION AGREEMENT AND RELEASE ON JANUARY 16, 2017 AND HAS READ
AND UNDERSTANDS ALL OF ITS TERMS. EMPLOYEE HAS BEEN ADVISED IN
WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THE AGREEMENT.
EMPLOYEE UNDERSTANDS THAT WHETHER OR NOT HE CONSULTS WITH AN
ATTORNEY IS HIS DECISION. EMPLOYEE UNDERSTANDS THAT A SIGNED COPY
OF THIS AGREEMENT MUST BE RECEIVED ON THE 21ST DAY FOLLOWING HIS
RECEIPT OF THIS AGREEMENT IN ORDER TO BE ELIGIBLE TO RECEIVE ANY
SEPARATION BENEFITS. FURTHER, EMPLOYEE ACKNOWLEDGES THAT THIS
AGREEMENT IS EXECUTED VOLUNTARILY AND WITH FULL KNOWLEDGE OF ITS
SIGNIFICANCE AND THAT HIS DECISION TO SIGN IT IS BASED ON THE
WRITTEN PROVISIONS AND NOT ON ANY OTHER STATEMENT BY OR ON BEHALF
OF COMPANY OR THE OTHER RELATING TO MY EMPLOYMENT OR ANY OTHER
MATTER.
IN
WITNESS WHEREOF the parties have entered into this Agreement on the
3rd day of February, 2017.
EMPLOYEE
/s/ Xxxxx X. Xxxxxx
STATE
OF FLORIDA
COUNTY
OF (Brevard)
The
foregoing instrument was acknowledged before me this 3rd day of
February, 2017 by XXXXX XXXXXX.
/s/ Notary Public
Notary
Public
Notary
Stamp
COMPANY
By:
/s/ Xxxxxxx X.
X’Xxxx
Xxxxxxx
X’Xxxx
Its
(Title): Chairman of the Board, Relm Wireless
8
