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Exhibit 10A
NATIONAL DENTEX CORPORATION
000 XXXXXX XXXX XXXX, XXXXX 000
XXXXXXX, XX 00000
PERSONAL AND CONFIDENTIAL
February 16, 2000
Xx. Xxxxxx X. Xxxxxxxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Xxx:
This letter will confirm certain agreements and understandings we have reached
in conjunction with termination of your employment with National Dentex
Corporation (the "Company"), effective December 13, 1999, as follows:
1. As consideration for this Agreement, the Company will make four
severance payments to you. The first payment was made on December 24,
1999 in the amount of $3,846. The next three payments will each be in
the amount of $8,750 (less applicable withholding) and will be made on
February 14, 2000, February 29, 2000, and March 31, 2000, respectively.
In addition, the Company will pay you $77,400 (less applicable
withholding) as payment of the amounts due to you under the Company's
Key Employee & Corporate Support Group Incentive Compensation Plan 1999
at the same time as payments are made to other participants under the
Plan.
2. The last date of your employment is recognized as December 13, 1999 for
purposes of vesting under your stock options. You may exercise any
vested options within ninety (90) days after such date.
3. You hereby confirm and agree that you have returned to the Company all
documents and equipment belonging to the Company including, but not
limited to, credit cards, keys, books and records, customer and
supplier lists, and financial and other information relating to the
business of the Company and its prospective acquisition candidates. The
Company understands and accepts that you have and plan to keep certain
industry journals and directories, trade show handouts, promotional
mailings and videos and other similar materials.
4. In consideration of the payments set forth above, you hereby, on behalf
of yourself, your executors, heirs, administrators, assigns, and anyone
else claiming by, through or under you, release and forever discharge
the Company, its subsidiaries, affiliates, predecessors, successors,
assigns, partners, agents, employees, officers, and directors
(collectively the Company) of, from and with respect to any and all
claims, demands, and liabilities whatsoever, in law or in equity,
existing up to the date hereof, including, but not limited to, any
claims arising out of, based on or connected with the dealings between
the parties, your employment by the Company, and the termination of
that employment, including, but not limited to, any causes of action or
claims for unlawful employment discrimination arising under or based on
Title VII of the Civil Rights Act
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Xx. Xxxxxx X. Xxxxxxxxxxxxx
February 16, 2000
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of 1964, as amended, Massachusetts General Laws, Chapter 151B, and any
other state or federal law, statute, order, public policy, regulation,
or common law claim affecting or relating to the claims or rights of
employees, which you had, now have, or claim to have against the
Company, whether or not now known or anticipated; provided that you are
not releasing (1) any claim you may have with respect to fraud or (2)
any claims or rights you may have arising out of this Agreement.
5. In exchange for the mutual promises and releases contained in this
Agreement, the Company (as defined in paragraph 4 above) hereby
releases and forever discharges you, your executors, heirs,
administrators, partners and assigns of, from and with respect to any
and all claims, demands, and liabilities whatsoever, in law or in
equity, existing up to the date hereof, which it had, now has or claims
to have against you, whether or not now known or anticipated; provided
that the Company is not releasing (1) any claim it may have with
respect to fraud or (2) its rights to enforce this Agreement.
6. Each party hereby covenants and agrees that it will not directly or
indirectly, and will not authorize or permit any third party acting on
his or its behalf to, institute any investigation, claim or proceeding
before any court, administrative or governmental body with regard to
the subject matter of this Agreement or any of the matters for which
such party has released the other party as provided above; provided,
however, that nothing herein shall prevent any party from enforcing any
other rights or claims not expressly released as set forth in this
Agreement.
7. This Agreement contains the entire agreement between you and the
Company and supercedes, cancels and terminates all other agreements
between you and the Company, including, but not limited to, the
proposed, and not executed, Change of Control Severance Agreement
between the Company and you to be dated as of April 1, 1999. This
Agreement may not be changed orally, but only by written agreement
signed by you and a duly authorized officer of the Company. In the
event this Agreement is not finally consummated, it and any preceding
settlement discussions shall be without prejudice to any party, and
shall not be used in any subsequent proceedings, judicial,
administrative, or otherwise. This Agreement shall be governed by
Massachusetts law.
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Xx. Xxxxxx X. Xxxxxxxxxxxxx
February 16, 2000
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Would you please sign and return the enclosed copy of this letter, thereby
confirming your agreement to the matters set forth herein.
On behalf of the Company, I want to wish you much success in your future
ventures.
Very truly yours,
NATIONAL DENTEX CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President
Received and agreed to:
/s/ Xxxxxx X. Xxxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxxx
