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EXHIBIT 10-2
[AS AMENDED JANUARY 23, 1998]
December 24, 1997
Xx. Xxxxxxx X. Xxxxxx
1158 Hidden Ridge
Apartment 2311
Xxxxxx, Xxxxx 00000
Dear Dick:
As we discussed, I want to provide you with an appropriate transition
arrangement prior to your scheduled separation and to enter into a consulting
arrangement with you in accordance with the terms set forth below. This
agreement ("Letter Agreement") supersedes any other agreements you may have with
GTE (as defined below) or may have received from GTE with regard to the subject
matter contained herein, including but not limited to the letter dated August
13, 1997. The terms of this Letter Agreement are as follows:
A. RESIGNATION FROM EMPLOYMENT
1. RESIGNATION - Effective July 31, 1997, you irrevocably resign from your
position as Vice President and General Counsel - GTE Telephone Operations.
Effective no later than December 31, 1997, you also irrevocably resign from any
officer, director, or other positions you hold for GTE Corporation or any
affiliate of GTE Corporation (collectively referred to in this Letter Agreement
as "GTE") and from any internal or external Boards where you represent GTE
effective as of that date.
2. SPECIAL ASSIGNMENT - From August 1, 1997 through June 30, 1998 ("Special
Assignment Period"), you will continue on the GTE Service Corporation (the
"Company") payroll as an active employee in your new special assignment as Vice
President and Associate General Counsel, reporting to me or my successor or
designee. During the Special Assignment Period, you will work on special
projects as assigned by me or my successor or designee. In addition, during the
Special Assignment Period, you will continue to receive your base salary as in
effect on July 31, 1997 and will receive all benefits that active employees
receive, except that your EIP and LTIP participation will be governed by the
terms of this Letter Agreement. Except as otherwise expressly provided herein,
all perquisites provided by the Company will cease at the end of the Special
Assignment Period. In the event the Company offers any new employee plans, any
new, enhanced, or supplemental executive plans, or, except as expressly provided
herein, any new grants, awards, or benefits under existing executive plans on or
after July 31, 1997, you will not participate in such plans or receive such
grants, awards, or benefits. You irrevocably resign from employment with GTE and
the position of Vice President and Associate General Counsel effective June 30,
1998. During and after the Special Assignment Period, you will not seek
reinstatement, recall, or future or other employment with GTE.
3. SEPARATION BENEFITS - At the conclusion of the Special Assignment
Period, you will separate from employment with the Company and you will be
eligible for separation benefits pursuant to the Company's Involuntary
Separation Program ("ISEP") or its equivalent as then in effect, subject to any
applicable release requirements.
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Xx. Xxxxxxx X. Xxxxxx
December 24, 1997
Page 2
4. EIP AWARDS - You will participate in the Executive Incentive Plan
("EIP") at a Salary Grade Xxxxx 00 for the full 1997 Plan Year and one half
(1/2) of the 1998 Plan Year in accordance with the terms of the EIP. Your 1997
EIP award and pro-rated 1998 EIP award will be the same as the average EIP
rating for the Company's Legal Department for each such year. You will not
participate in EIP for the 1999 Plan Year or thereafter. All EIP awards will be
subject to approval by the GTE Corporation Executive Compensation and
Organizational Structure Committee ("ECC"). The EIP awards will be payable at
the same time EIP awards are payable to other EIP participants. You will be
eligible to defer, and thus receive a match pursuant to the Equity Participation
Program ("EPP"), only those of your EIP awards payable while you are still
employed by GTE (in this case, only the 1997 Plan Year award). Note that the ECC
reserves the right not to approve EIP awards in 1997 and/or 1998, and, if so,
you will be treated in the same manner as other executives at your salary level.
5. LTIP - Subject to ECC approval, in the spring of 1998, you will be
eligible for a standard grant of Stock Options, and you also will be eligible
for a Performance Bonus Award for the 1998-2000 award cycle under the GTE
Long-Term Incentive Plan ("LTIP"). You will not receive grants of Stock Options
or Performance Bonus Awards under LTIP after the initial spring of 1998 grants.
Your outstanding Stock Options will vest immediately upon your separation at the
end of the Special Assignment Period (subject to applicable release
requirements), and you will have until the earlier of: (i) five years from your
date of separation or (ii) the expiration date of the Option to exercise those
Stock Options ("Special Exercise Period"). The Special Assignment Period will be
counted for prorating your existing Performance Bonus Awards. As such, your
participation in LTIP Performance Bonus Cycles will be as follows: 1995-1997
(Full Participation), 1996-1998 Cycle (30/36 Participation), 1997-99 (18/36
Participation), and 1998-2000 (6/36 Participation). You will not receive any
Performance Bonus Award in 1999 or thereafter. Achievement of targets,
determination of the amount of Performance Bonus Awards, and determination of
the number of shares covered by your grant of Stock Options will be established
in the sole discretion of the ECC. Each Performance Bonus Award will be payable
at the same time LTIP awards are payable to other LTIP participants. You will be
eligible to defer, and thus receive a match pursuant to the EPP, only those of
your LTIP Performance Bonus Awards payable while you are still employed by GTE
(in this case, only the 1995-97 Performance Bonus Award). For purposes of this
Letter Agreement, your 1998 Stock Option and Performance Bonus Award grants are
collectively referred to as "LTIP Grants." Note that the ECC reserves the right
not to make Stock Option or Performance Bonus Awards in 1998, and, if so, you
will be treated in the same manner as other executives at your salary level.
6. RELEASE - In order to receive full Separation Benefits (including but
not limited to full ISEP and the Special Exercise Period described in paragraph
5 above) and the 1998 EIP Award, and in order for your participation in the LTIP
Performance Bonus Award Cycles to be as described in paragraph 5 above, you will
be required to sign a release upon the expiration of the Special Assignment
Period.
7. VACATION - At the end of the Special Assignment Period, you may elect to
take the remainder of your banked/accrued but unused vacation in a lump sum. In
the alternative, you may elect to use your banked/accrued but unused vacation to
extend your last day as an active employee on payroll; provided that any such
extension shall not affect the payment or pro-ration of your EIP and LTIP awards
as set forth in paragraphs 4 and 5 above.
8. MISCELLANEOUS BENEFITS - During the Special Assignment Period, you will
be entitled to the same level of executive perquisites as other similarly
situated executives in Dallas are accorded, and you will also be entitled to
office space at a location to be determined by GTE in its sole discretion. After
the end of the Special Assignment Period, the Company will pay for tax
preparation services for you for the 1998 calendar year, which would be paid in
1999, up to a maximum of $3,000. The benefits described in this paragraph A.8
are collectively referred to in this Letter Agreement as miscellaneous benefits
("Miscellaneous Benefits").
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Xx. Xxxxxxx X. Xxxxxx
December 24, 1997
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9. CIRCUMSTANCES WHEN ABOVE PAYMENTS/BENEFITS WILL NOT BE PAID - In the
event any of the following occur prior to the expiration of the Special
Assignment Period (or if applicable after the expiration of the Special
Assignment Period), you will cease to receive any further salary, the Special
Exercise Period will not apply, you will not receive any EIP Payments, LTIP
Grants, payment of Performance Bonus Awards, Separation Benefits (including but
not limited to ISEP), Miscellaneous Benefits, or any other benefits or payments,
and you will not be required to perform, and will not be paid for, any
consulting services:
o you voluntarily terminate your employment for any reason;
o your employment is terminated for cause as determined by me or my
successor or designee; or
o you violate any of the terms of the attached Separation Agreement
and General Release (including but not limited to the provisions
regarding confidentiality and non-embarrassment) or the
non-compete provisions of paragraphs A.10 and B.7 of this Letter
Agreement.
In the event that you die or become disabled (within the meaning of GTE's
Long-Term Disability Plan) during the Special Assignment Period, all further
salary will cease, your eligibility for the Miscellaneous Benefits will cease,
your EIP Payments and Performance Bonus Awards will be pro-rated to the date of
your death or disability (but will not be paid until the date they otherwise
would have been paid had you not died or become disabled), the Special Exercise
Period will not apply, your Separation Benefits (including but not limited to
ISEP) will be treated in accordance with the terms of the relevant plans or
policies, your eligibility for the LTIP Grants will be determined in accordance
with the relevant plan provisions, and you will not be required to perform, and
will not be paid for, any consulting services.
10. MISCELLANEOUS - Since you will remain a GTE employee until the end of
the Special Assignment Period, you will remain subject to all GTE policies,
including but not limited to GTE's policies relating to non-competition and
disclosure of confidential information. You shall be responsible for the payment
of all applicable taxes relating to the benefits described in Paragraph A of
this Letter Agreement, including but not limited to taxes as a result of ISEP or
any ISEP equivalent payment.
B. CONSULTING ARRANGEMENT
1. CONSULTING PERIOD. You will serve as a non-employee consultant for the
period July 1, 1998 through June 30, 2000 (the "Consulting Period"). During the
Consulting Period and thereafter, you will not be entitled to any benefits
provided by GTE to its active employees and, by signing below, you acknowledge
and agree that you shall not be entitled to any such benefits and effectively
waive participation in any such benefits.
2. CONSULTING SERVICES. During the Consulting Period, you will perform
special projects as assigned by me or my successor or designee. All required
services will be performed by you. You will be free at all times to arrange the
time and manner of performance of the consulting services to be rendered
hereunder and will not be expected to maintain or observe a schedule of duties
or assignments. You will not report to the Company on any regular basis, but
will work as you may independently decide. You will not be required to provide
consulting services to the Company for more than 30% of the regularly scheduled
working days in any calendar year
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Xx. Xxxxxxx X. Xxxxxx
December 24, 1997
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during the term of this Letter Agreement. The Company is entering into this
arrangement with the understanding that the performance of your services will be
subject to the non-compete provisions of paragraph B.7 below. During the
Consulting Period and thereafter, you may, in your discretion, provide services
to others without being constrained by your obligations under this Letter
Agreement, provided only that such services do not prevent you from providing
the consulting services required under this Letter Agreement, and provided
further that such services to others do not cause you to violate your
obligations regarding non-competition, confidentiality, and intellectual
property rights as described in this Letter Agreement and the attached
Separation Agreement and General Release.
3. COMPANY CONTACT. I or my successor or designee will be your contact at
the Company during the Consulting Period and will be responsible for
coordinating your assignments. All services must be performed to my satisfaction
or to the satisfaction of my successor or designee.
4. CONSULTING FEES. You will be paid $164,000 per year for your consulting
services during the Consulting Period, payable in equal quarterly installments
of $41,000 in arrears. You also will be entitled to be reimbursed for reasonable
travel expenses you incur in the performance of consulting services for the
Company as approved by me or my successor or designee. Please submit quarterly
invoices to me or to my successor or designee for payment. You will be paid the
full amount of your annual consulting fees during the Consulting Period whether
or not you actually perform consulting services for the Company.
5. PERFORMANCE OF CONSULTING SERVICES. As a non-employee consultant, the
Company does not retain or exercise the right to direct, control, or supervise
you as to the details and means by which the consulting services contracted for
are accomplished. You and the Company agree that, as a non-employee consultant,
you will serve as an independent contractor in the performance of your duties
under this Letter Agreement. As a result, you will be responsible for payment of
all taxes and expenses incurred arising out of the payments under the Letter
Agreement for your activities as a non-employee consultant in accordance with
this Letter Agreement, including but not limited to, federal and state income
taxes, social security taxes, unemployment insurance taxes, and any other taxes
or business license fees as required. Moreover, you agree that, except as
authorized by the Company, you will not represent directly or indirectly that
you are an agent or legal representative of the Company, nor will you incur any
liabilities or obligations of any kind in the name of or on behalf of the
Company, other than those specifically made or approved as part of this Letter
Agreement.
6. OFFICE SPACE. You are responsible for securing your own office space,
office equipment, and clerical support services during the Consulting Period,
but visiting office space and appropriate office equipment will be provided to
you if you are meeting with individuals at GTE's offices.
7. NON-COMPETE PROVISIONS. As a non-employee consultant, you agree that,
among other policies and guidelines, the GTE Conflict of Interest Guidelines and
the Business and Scientific Information Policy or replacement policies will
apply to you. In addition, you agree not to engage directly or indirectly in a
Competitive Business during the Consulting Period, unless the Company approves
such an arrangement in writing in advance. For purposes of this paragraph B.7, a
"Competitive Business" is any inter-exchange carrier (such as MCI Communications
Corporation,
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Xx. Xxxxxxx X. Xxxxxx
December 24, 1997
Page 5
Sprint Corporation, AT&T Corp., WorldCom, Inc., LCI International, Inc., and
Cable & Wireless PLC) and its Affiliates, any local exchange carrier (such as
any Regional Xxxx Operating Company ("RBOC") and British Telecommunications PLC)
and its Affiliates, or any of the following companies and their Affiliates:
Digex, Incorporated, Qwest Communications International Inc., Netscape
Communications Corporation, Cisco Systems, Inc., Ascend Communications, Inc.,
Airtouch Communications, Inc., NEXTEL Communications, Inc., and Teleport
Communications Group, Inc. An Affiliate for purposes of this paragraph B.7 shall
mean any entity, whether or not incorporated, (i) in which a Competitive
Business has equity ownership of 10% or more, or (ii) which provides goods or
services (including but not limited to software, processing, switching,
marketing, or consulting) to a Competitive Business to materially compete with
GTE.
You acknowledge that the obligations imposed on you pursuant to this
paragraph B.7 are reasonable in their nature, scope and duration and will not
deprive you of the opportunity to earn a livelihood. During and after the
Consulting Period, you also will remain subject to those GTE policies which
apply following termination of service.
Subject to paragraph B.8, in consideration of your compliance with the
provisions of this paragraph B.7, the Company will pay to you $25,000 per
quarter payable in arrears, commencing with the quarter beginning July 1998 and
ending with the quarter ending June 2000 (or such later date as the parties may
agree in writing). If you fail to comply with the provisions of this paragraph
B.7, you will forfeit your right to receive the payments described in this
paragraph B.7.
8. EARLY TERMINATION OF CONSULTING SERVICES. In the event any of the
following occurs during the Consulting Period, this Letter Agreement will
terminate immediately, and, except as provided in the immediately succeeding
sentence, you will not be entitled to any further payments under paragraphs B.4
or B.7: you violate any of the provisions of this Letter Agreement or the
Separation and General Release referred to below; you die; you become disabled;
or you fail to provide services under this Letter Agreement to the satisfaction
of the Company. Of course you will be entitled to payment of amounts due
pursuant to paragraphs B.4 and B.7 with respect to that portion of the quarter
prior to the termination of your consulting services in an amount equal to the
payment due for the quarter multiplied by a fraction, the numerator of which is
the number of days in the quarter prior to the termination of your consulting
services and the denominator of which is 90.
C. GENERAL PROVISIONS
1. CONFIDENTIALITY. You agree that any information you receive or acquire
during the performance of your obligations in accordance with this Letter
Agreement or have received or acquired from your prior employment with GTE will
be treated by you in the strictest confidence and will not be disclosed to or
used for the benefit of any persons, firms or organizations. This provision will
survive the termination of this Letter Agreement.
2. GTE AS EXCLUSIVE OWNER OF WORK PRODUCT. You agree that GTE will be the
exclusive owner of all works conceived or first produced by you within the scope
of your prior employment with GTE or pursuant to or related to this Letter
Agreement and your services as a consultant, including that GTE will be the
exclusive owner of all copyrights and other intellectual property rights in or
based upon such works. With regard to such copyrightable works, you agree that
GTE will be the "person for whom the work is prepared" and that GTE will be the
exclusive
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Xx. Xxxxxxx X. Xxxxxx
December 24, 1997
Page 6
work-for-hire author under the copyright laws of the United States. In addition,
you agree to and to hereby assign exclusively to GTE such works, copyrights and
other intellectual property rights. This provision will survive the termination
of this Letter Agreement.
The arrangements described above are contingent upon your executing the
attached Separation Agreement and General Release (the "Release"). As you know,
you were given a version of this Letter Agreement dated October 16, 1997 and,
therefore, you have been given twenty-one days to sign the Release (with a
seven-day period to revoke) as required by law. Although not legally required,
we have determined to give you an additional twenty-one day period commencing as
of December 24, 1997 (with a seven-day period to revoke) to sign the Release.
Since the December 24, 1997 version of this Letter Agreement has been modified
based on requests you have made, you continue to have twenty-one days from
December 24, 1997 to sign the Release (with a seven-day period to revoke). If
you fail to sign the Release or if you sign and revoke the Release within seven
days of signing it, this Letter Agreement shall be void, and you will not
receive any of the benefits described in this Letter Agreement.
Dick, your past contributions to GTE are appreciated by me and the entire
GTE management team.
Sincerely,
Xxxxxxx X. Xxxx
Executive Vice President -
Government and Regulatory Advocacy,
General Counsel
I have read, understand, and agree to the terms of this Letter Agreement
including the attached Separation Agreement and General Release.
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Xxxxxxx X. Xxxxxx Date
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SEPARATION AGREEMENT AND GENERAL RELEASE
This Agreement is by and between GTE Service Corporation (the "Company")
and Xxxxxxx X. Xxxxxx ("Xxxxxx").
PART I
In consideration of the provisions in Part II, the Company agrees as
follows:
1. The Company will provide Xxxxxx with the benefits described in Xxxxxxx
X. Xxxx'x letter dated December 24, 1997, as amended January 9, 1998 (the
"December 24, 1997 Letter"). (The December 24, 1997 Letter and this Separation
Agreement and General Release are collectively referred to as the "Agreement").
2. By making this Agreement, the Company does not admit that it has done
anything wrong, and the Company specifically states that it has not committed
any tort, breach of contract, or violation of any federal, state, or local
statute or ordinance.
PART II
In consideration of the provisions in Part I, Xxxxxx agrees as follows:
1. Effective July 31, 1997, Xxxxxx irrevocably resigns from his position as
Vice President and General Counsel - GTE Telephone Operations, from any officer,
director, or other positions he holds for GTE Corporation or any of its
affiliates, and from any internal or external Boards where he represents GTE (as
described in paragraph 3 below), at which time Xxxxxx will commence the Special
Assignment described in the December 24, 1997 Letter. Xxxxxx irrevocably resigns
from employment with GTE effective at the end of the Special Assignment Period
described in the December 24, 1997 Letter. Xxxxxx agrees not to seek
reinstatement, recall, or future employment with GTE after the end of the
Special Assignment Period.
Xxxxxx agrees that GTE retains the right to make future organizational changes,
including but not limited to the right to combine, create, and/or fill
positions.
2. Xxxxxx agrees and understands that the payments and the benefits
described in Part I, paragraph 1 above are more than any payments or benefits
due to him under the Company's policies or practices. Xxxxxx waives and forever
discharges GTE (as described in paragraph 3 below) from any liability to provide
any notice of termination, including but not limited to any notice under the
Worker Adjustment and Retraining Notification Act, or to pay any additional
salary continuance, separation pay, severance pay, retention bonus or pay,
retirement incentive, or payments or benefits arising under any other plan,
policy, practice, or program (offered on a qualified or non-qualified or
voluntary or involuntary basis) which may have been payable as a result of the
termination of his employment, except as provided in paragraph 3 below. Xxxxxx
agrees that, should the Company offer any retirement incentive, early
retirement, or voluntary separation program on or after July 31, 1997, Xxxxxx
shall not be eligible to participate. In addition, Xxxxxx has not relied on any
statement, agreement, or promise of eligibility for any benefits, other than
those set forth in this Agreement.
3. Xxxxxx agrees to release GTE Corporation and any related or affiliated
companies, and any and all current and former directors, employees, officers,
agents, and contractors of these companies, and any and all employee pension or
welfare benefit plans of these companies, including current and former
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trustees and administrators of these plans, (hereinafter GTE Corporation, the
Company, and the other entities and persons referenced above are collectively
referred to in this Separation Agreement and General Release as "GTE") from all
known and unknown claims, charges, or demands Xxxxxx may have based on his
employment with GTE, including a release of any rights or claims Xxxxxx may have
under the Age Discrimination in Employment Act ("ADEA"), which prohibits age
discrimination in employment; Title VII of the Civil Rights Act of 1964, and the
Civil Rights Act of 1991, which prohibit discrimination in employment based on
race, color, sex, religion, and national origin; the Americans with Disabilities
Act, which prohibits discrimination based upon disability; Section 1981 of the
Civil Rights Act of 1866, which prohibits discrimination based on race; the
Employee Retirement Income Security Act, which governs employee benefits; any
state laws against discrimination; or any other federal, state, or local statute
or common law relating to employment. This includes a release by Xxxxxx of any
claims for wrongful discharge, breach of contract, employment-related torts, or
any other claims in any way related to Xxxxxx'x employment with GTE.
This release does not include, however, a waiver of any right to vested benefits
under any pension or savings plan, any right to Worker's Compensation, any right
to receive pay for banked and accrued, but unused, vacation, or any right to
unemployment compensation that Xxxxxx may have.
4. Xxxxxx has not filed and promises not to file, or permit to be filed on
his behalf, any lawsuit or complaint against GTE regarding the claims released
in Part II, paragraph 3 above. Xxxxxx also promises to opt out of and to take
such other steps as he has the power to take to disassociate himself from any
class seeking relief against GTE regarding any claims released in Part II,
paragraph 3. If a court, administrative agency, arbitrator, or any other
decision maker with authority awards Xxxxxx money damages or other relief, with
respect to claims released in Part II, paragraph 3, Xxxxxx hereby assigns to the
Company all rights and interest in such money damages and other relief.
5. Xxxxxx agrees not to disclose the terms of this Agreement, that this
Agreement exists, or that he received any payments from the Company to anyone
except his attorney, his financial planner, or his immediate family (spouse,
children, siblings, parents). If he does disclose the terms of this Agreement to
his immediate family, his financial planner, or his attorney, he will advise
them that they must not disclose the terms of this Agreement.
6. Xxxxxx acknowledges that, during the period he has served as an in-house
attorney with GTE, he has had access to confidential information relating to
GTE. Consistent with the Rules of Professional Conduct, Xxxxxx will not use or
disclose any such confidential information without first obtaining the consent
of the Company.
Xxxxxx agrees to comply with the provisions of GTE H.R. Policy 412 (Attachment
I) provided that, in the event of a conflict between Policy 412 and this
Agreement, the terms of this Agreement shall take precedence. Contemporaneously
with the execution of this Agreement, if Xxxxxx has not executed a copy of the
Business and Scientific Information Agreement, Xxxxxx shall do so (Policy
Attachment A). Upon his termination, Xxxxxx shall execute Policy Attachment X.
Xxxxxx further agrees to take no action that would cause GTE (including its
employees, directors, and shareholders) embarrassment or humiliation or
otherwise cause or contribute to GTE (including its employees, directors, and
shareholders) being held in disrepute by the general public or GTE's clients,
shareholders, customers, federal or state regulatory agencies, employees,
agents, officers, or directors.
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Xxxxxx will cooperate and make all reasonable efforts to assist the Company in
any investigation of matters involving GTE. Xxxxxx also agrees to testify as a
witness and be available for interviews and to assist GTE in preparation for any
legal proceedings involving GTE in which Xxxxxx has direct knowledge or specific
expertise. Xxxxxx will be compensated appropriately and reimbursed for
reasonable expenses.
Nothing in this Agreement shall be construed to prevent Xxxxxx from giving
compelled truthful testimony before any federal or state agency or in any
judicial proceeding; provided that, in order to permit GTE to seek an injunction
or other judicial relief, he will timely notify GTE in advance of any such
proceeding in which he expects to be called to testify or for which he has
received a subpoena.
7. Xxxxxx acknowledges and agrees that he has not been discriminated
against in any way during his employment with GTE or with regard to his
separation from employment with the Company.
8. Xxxxxx agrees that GTE will be entitled to recover liquidated damages in
the amount of $75,000 if he breaks his promises in Part II, paragraphs 1-6 of
this Agreement. These liquidated damages are based upon the parties' recognition
that damages to GTE due to Xxxxxx'x breaking of these promises are not capable
of measurement with any degree of certainty. The amount specified is not to be
considered a penalty, but solely as liquidated damages. If Xxxxxx breaks his
promise in Part II, paragraph 4 and files a lawsuit or complaint regarding
claims Xxxxxx has released, in addition to the liquidated damages described
above, Xxxxxx will pay for all costs incurred by GTE, including reasonable
attorneys' fees, in defending against his claim.
9. Xxxxxx understands that he has been given 21 days to review and consider
this Agreement before signing it. Xxxxxx further understands that he may use as
much of this 21-day period as he wishes prior to signing this Agreement.
10. Xxxxxx may revoke this Agreement within seven days after he signs it.
If Xxxxxx wishes to revoke this Agreement within this seven-day period, written
notice of revocation should be delivered to the office of Xxxxxx X. Xxxxx,
Senior Head of Stamford Transition Team, by the close of business seven days
after Xxxxxx signs the Agreement. This Agreement will not become effective or
enforceable until seven days after Xxxxxx signs it. If Xxxxxx revokes this
Agreement, it will not be effective or enforceable, and he will not receive the
benefits described in Part I, paragraph 1.
11. Xxxxxx agrees that the Company advised Xxxxxx to consult with an
attorney before signing this Agreement.
12. The parties participated jointly in the negotiation of this Agreement,
and each party had the opportunity to obtain the advice of legal counsel and to
review, comment upon, and redraft this Agreement. Accordingly, it is agreed that
no rule of construction shall apply against any party or in favor of any party,
and any uncertainty or ambiguity shall not be interpreted against any one party
and in favor of the other.
13. Xxxxxx and the Company hereby consent that any disputes relating to
this Agreement will be governed by Connecticut law.
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14. In the event that any one or more of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Agreement.
15. This Separation Agreement and General Release and the December 24, 1997
Letter constitute the entire Agreement between Xxxxxx and the Company and shall
be binding upon the heirs, successors, and assigns of Xxxxxx and the Company. No
other promises or agreements have been made to Xxxxxx other than those in this
Agreement. Xxxxxx is not relying on any statement, representation, or warranty
that is not contained in this Agreement. Xxxxxx acknowledges that he has read
this Agreement carefully, fully understands the meaning of the terms of this
Agreement, and is signing this Agreement knowingly and voluntarily.
Subscribed and sworn to before
me this day of , 1998.
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Xxxxxxx X. Xxxxxx
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Notary Public Date
Subscribed and sworn to before GTE Service Corporation
me this day of , 1998.
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Notary Public By:
Title:
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Date
