Exhibit 10.15
SEVERANCE AGREEMENT
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AGREEMENT, dated as of September 1, 1994, by and between XXXXX CABLE
COMMUNICATIONS, INC., a Texas corporation, with its principal office at
Four Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx 00000 (the "Company"),
and X.X. Xxxxxxx, with an address at 0000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx 00000
(the "Employee").
INTRODUCTION
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The Employee is currently employed as a Vice President of the Company, and
the Company has determined that it is in its best interests to assure that the
Company will have the continued dedication of the Employee, notwithstanding the
possibility or occurrence of a Change of Control (as hereinafter defined) of the
Company. The Company believes that it is imperative to diminish the inevitable
distraction of the Employee by virtue of the personal uncertainties and risks
created by a Change of Control, to encourage the Employee's full attention and
dedication to the Company, and to provide the Employee with compensation
arrangements upon a Change of Control which provide the Employee with a certain
amount of individual financial security.
AGREEMENT
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1. INVOLUNTARY TERMINATION AFTER CHANGE OF CONTROL. (a) If the Employee's
employment is terminated by the Company (and not continued by an Affiliate of
the Company or an entity controlled by, controlling or under common control with
a person or entity which may have succeeded to control of the Company as
contemplated in the definition of "Change of Control") at any time during the
period commencing on the earlier of (i) thirty (30) days prior to the date a
contract for Change of Control of the Company is executed, and (ii) the
occurrence of a Change of Control of the Company, and ending within one (1) year
from the date on which a Change of Control of the Company occurs, and such
termination is not a Termination With Cause or a result of the Employee's
disability (in which event the benefits and payments, if any, to be provided to
the Employee shall be governed by the Company's disability policies then in
effect), the Company agrees to pay to Employee (a) the Employee's monthly salary
at the highest rate in effect during the twelve months prior to the date of
termination, for a period of twelve (12) months, after such date, (b) the cash
value of any accrued and unused vacation time, and (c) the costs, during such
twelve-month period, of Employee's continuation coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985.
(b) Notwithstanding the foregoing, in the event the Employee secures
employment prior to the expiration of the twelve- month period referred to in
Section 1(a) above, he shall advise the Company in writing within fifteen (15)
days of the commencement of such employment of (i) the identity of the new
employer and (ii) his monthly salary, and the Company shall reduce the monthly
payments to the Employee pursuant to Section 1(a) by the amount of the monthly
salary received by the Employee from such other employer during such period,
provided, however, that in no event will such payments be reduced to an
aggregate amount which is less than six (6) unreduced monthly payments.
(c) The Employee acknowledges that the payments referred to in
Section 1(a) above constitute the only payments which the Employee shall be
entitled to receive from the Company hereunder in the event of a termination of
his employment as contemplated by Section 1(a), and that except for such
payments the Company shall have no further liability or obligation to him
hereunder or otherwise in respect of his employment.
2. TERMINATION WITHOUT CHANGE OF CONTROL. In the event the Employee's
employment is terminated by the Company (and not continued by an Affiliate of
the Company or an entity controlled by, controlling or under common control with
a person or entity which may have succeeded to control of the Company as
contemplated in the definition of "Change of Control") and such termination is
under circumstances other than those covered by Section 1 hereof and is not a
Termination With Cause or as a result of the Employee's disability (in which
event the benefits and payments, if any, to be provided to Employee shall be
governed by the Company's disability policies then in effect), the Company
agrees to pay to Employee (a) the Employee's monthly salary at the highest rate
in effect during the twelve months prior to the date of termination for a period
equal to one month for each completed year of employment with the Company and
(b) the cash value of any accrued and unused vacation time.
3. SUCCESSORS AND ASSIGNS. (a) This Agreement is personal to the
Employee and without the prior written consent of the Company shall not be
assignable by the Employee other than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Employee's representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place. As used in this Section 3, "Company"
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shall mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
4. DEFINITIONS.
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(a) "Affiliate" means Xxxxx X. Xxxxxxxxx individually, or any
corporation, partnership or other entity controlled or managed by Xxxxx X.
Xxxxxxxxx.
(b) "Change of Control" means (i) the acquisition by any person or
entity other than an Affiliate of the direct or indirect beneficial ownership of
50% or more of the Company's then outstanding voting securities entitled to vote
generally in the election of directors and as a result thereof within one
hundred eighty days Xxxxx X. Xxxxxxxxx ceases to be in control of day-to-day
operations; or (ii) a reorganization, merger or consolidation, as a result of
which in each case, no Affiliate holds more than 50% of the combined voting
power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated Company's then outstanding voting securities
and as a result thereof Xxxxx X. Xxxxxxxxx ceases to be in control of day-to-day
operations; or (iii) the sale of all or substantially all of the assets of the
Company to any person or entity that is not an Affiliate or of the dissolution
of the Company.
(c) "Termination With Cause" means a termination of the Employee's
employment by the Company for any of the following reasons:(i) the failure of
Employee to substantially perform such duties for the Company and for its
subsidiaries and affiliates, consistent with his position and title, as may be
assigned to him by from time to time; or (ii) commission by the Employee of an
act of gross misconduct in connection with the performance of his duties
hereunder; or (iii) the demonstration of habitual negligence by such Employee;
or (iv) the Employee's conviction of a felony; or (v) the commission by the
Employee of any act of fraud, misappropriation of funds or embezzlement in
connection with his employment.
5. MISCELLANEOUS.
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(a) Any notice provided for herein shall be in writing and shall be
deemed to have been given or made (a) when personally delivered; or (b) when
sent by telecopier and confirmed within forty eight (48) hours by letter mailed
or delivered to the party to be notified at its or his address set forth herein;
or (c) upon receipt if mailed by first class registered or certified mail,
return receipt requested, to the address of the other party set
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forth or such other address as may be specified by notice given in accordance
with this Section 5(a):
If to the Company:
Xxxxx Cable Communications, Inc.
Xxxxx 000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Mr. Xxxxx Xxxxxxxxx
With a copy to:
Xxxxxxx X. Xxxxx, Esq.
Xxxx Marks & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Employee:
Xx. X.X. Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxx 00000
(b) If any provision of this Agreement, or portion thereof, shall be
held invalid or unenforceable by a court of competent jurisdiction, such
invalidity or unenforceability shall attach only to such provision or portion
thereof, and this Agreement shall be carried out as if any such invalid or
unenforceable provision or portion thereof were not contained herein. In
addition, any such invalid or unenforceable provision or portion thereof shall
be deemed, without further action on the part of the parties hereto, modified,
amended or limited to the extent necessary to render the same valid and
enforceable.
(c) This Agreement sets forth the entire agreement between the
parties with respect to the subject matter hereof, and supersedes any and all
prior agreements between the Company and the Employee, whether written or oral,
relating to any or all matters covered by and contained or otherwise dealt with
in this Agreement. This Agreement does not constitute a commitment of the
Company with regard to the Employee's employment, express or implied, other than
to the extent expressly provided for herein.
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(d) No modification, change or amendment of this Agreement or any of
its provisions shall be valid, unless in writing and signed by the party against
whom such claimed modification, change or amendment is sought to be enforced.
(e) This Agreement, and all of the rights and obligations of the
parties in connection with the employment relationship established hereby, shall
be governed by and construed in accordance with the substantive laws of the
State of Connecticut without giving effect to principles relating to conflicts
of law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
XXXXX CABLE COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Its President
/s/ X.X. Xxxxxxx
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X.X. Xxxxxxx
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