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EXHIBIT 10.25
January 19, 1998
Xx. X. Xxxxx XxXxxxx
0000 Xxxxxxx
Xxxxxx, XX 00000
Re: AGREEMENT AND GENERAL RELEASE
A special Severance Package will be made available to you by Xxxxxxx Xxxxxx
Building Products provided you agree to the terms of this Agreement and General
Release.
1. The following Agreement is made between Xxxxxxx Xxxxxx Building
Products ("CABP") and X. Xxxxx XxXxxxx ("EMPLOYEE", "YOU", "ME" OR
"I"). In consideration for you agreeing to these terms, as described
below, CABP will provide you with the following benefits, which you
acknowledge represent greater benefits than you would otherwise be
entitled to receive.
o COMPENSATION
You will continue to be employed as an employee of CABP during your service on
the project outlined in the Addendum hereto, upon terms and conditions stated
in the Addendum. After that time, your employment will cease and you will
receive severance payments as provided below. You will receive twelve (12)
months of severance at your current bi-weekly base rate of pay. Severance
payments will be paid to you in bi-weekly salary continuation payroll checks
commencing after completion of your project as defined in the attached
Addendum, provided you sign this Agreement and General Release and seven (7)
days pass from such date of signing.
EMPLOYEE INITIALS ________
CO. REP. INITIALS ________
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AGREEMENT & GENERAL RELEASE
JANUARY 19, 1998
PAGE 2
All applicable deductions will be withheld from your severance checks.
You will be eligible to participate in the CABP Executive Bonus Plan
for fiscal year 1997, in accordance with the eligibility criteria
stated therein (including the requirement that you remain an active
employee at the time the bonus is paid), but not beyond. Should you
find employment of any type prior to the end of your twelve (12) month
severance period as defined above, the Company's obligation to
continue severance payments to you shall cease effective that date.
You acknowledge that other than the above-described compensation and
that compensation provided in paragraph 11 below (stock options), you
are not entitled to any compensation from CABP of any kind.
2. In return for the benefits listed in this document, I agree to
release CABP as follows:
I agree, on behalf of myself and all of my heirs or personal
representatives to release Wm. Cameron & Co., CABP, Xxxxxxx Xxxxxx
Building Products (Cameron Division), Xxxxxxx Xxxxxx Inc., and Xxxxxxx
Xxxxxx Building Products, Inc., and all subsidiaries of them, and all
of their present or former officers, agents, employees, employee
benefit plans and the trustees, administrators, fiduciaries and
insurers of such plans from any and all claims for relief of any kind,
whether known to me or unknown, which in any way arise out of or
relate to my employment or the termination of my employment at
CABP, concerning events occurring at any time up through my last day
of employment with CABP including, but not limited to, any and all
claims of discrimination of any kind, including age discrimination.
This settlement and waiver includes all such claims, whether under any
applicable federal laws, including, but not limited to, the Federal
Age Discrimination in Employment Act, Title VII of the Civil Rights
Act of 1964, as amended, Texas Commission on Human Rights Act, Section
451 of the Texas Labor Code, breach of contract, defamation,
intentional infliction of emotional distress or other tortious
conduct, Americans with Disabilities Act, the Family and Medical Leave
Act, Worker Adjustment and Retraining Notification Act, Equal Pay and
Employee Retirement Income Security Act or under any applicable state
or local laws or ordinances or any other legal restrictions on CABP's
rights. I further agree not to file a claim or suit of any kind
against CABP (or any company/subsidiary noted above) relating to my
employment or to the termination of my employment or to participate
voluntarily in any employment-related claim brought by any other party
against CABP (or any company/subsidiary noted above).
EMPLOYEE INITIALS ________
CO. REP. INITIALS ________
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AGREEMENT & GENERAL RELEASE
JANUARY 19, 1998
PAGE 3
3. While I understand that I have had the following obligations since I
began my employment with CABP, I confirm that I shall not disclose any
of the Company's trade secrets or other confidential or restricted
information and shall not make use of such trade secrets or
confidential or restricted information in any fashion at any time. I
also agree that I will not solicit or recruit any of CABP's current
employees to work at or be associated with any company that might hire
me in the future.
4. This Agreement and General Release does not constitute an admission
of any kind by CABP, but is simply an accommodation which offers
certain extra benefits to which I would not otherwise be entitled in
return for my agreeing to and signing this document. I further
understand and agree that if I breach a material term or condition of
this Agreement and General Release, I automatically forfeit all these
extra benefits and that CABP will be entitled to obtain from a court
of competent jurisdiction a temporary restraining order and a
permanent injunction prohibiting any further violation(s). If I
violate this Agreement after receiving any of these benefits, I agree
that I immediately will return those benefits to CABP. In any action
brought to enforce any provisions of this Agreement, in addition to
any other relief granted, the prevailing party shall recover its
reasonable costs of enforcement including, but without limitations to
costs and reasonable attorney fees incurred therein.
I understand that I may have 21 days from the date of this document to
consider this Agreement and have been advised by CABP to consult with
an attorney and/or tax consultant if I so desire. I further agree not
to voluntarily make the terms and conditions or the circumstances
surrounding this Agreement known to anyone other than the attorney
and/or tax consultant from whom I receive counseling, as referred to
above, or, if I am married, to my spouse. However, before disclosing
such information to these individuals, I will first obtain their
agreement not to disclose such information.
I understand that if I sign this Agreement and General Release, I will
then have 7 days to cancel it in writing if I so choose. However, if I
elect to cancel this Agreement, I understand I will not be entitled to
any of these benefits. I realize this Agreement is not effective or
enforceable until the 7-day period expires.
EMPLOYEE INITIALS ________
CO. REP. INITIALS ________
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AGREEMENT & GENERAL RELEASE
JANUARY 19, 1998
PAGE 4
5. CABP will not contest my claim for unemployment compensation insurance
should I apply for it as a result of my separation from CABP; provided
I file my claim for such benefits after the expiration of my salary
continuation severance payments as defined in paragraph 1 above.
6. I acknowledge and accept that should I ever challenge this Agreement
and General Release in a court of law at any time and should that
challenge be upheld on my behalf by said court, I agree to immediately
return to CABP all money paid to me by CABP under this Agreement and
General Release.
7. You will be paid for all accrued, but unused, vacation for 1998 based
on service with CABP at your current base salary.
8. You will be proffered continuation of insurance benefits in accordance
with COBRA after the completion of your project and you leave the
active payroll. While employed on your project, you will remain
eligible for active benefits.
9. CABP will provide outplacement assistance through the Dallas office of
Drake Beam Xxxxx for a period not to exceed the duration of your salary
continuation severance payments. Participation in outplacement may, at
your option, begin immediately.
10. The terms and conditions of your participation in and the parameters
of the project referred to this Agreement and General Release shall be
as described in the attached Addendum, which is incorporated by
reference herein.
11. Notwithstanding provisions in your stock option contract to the
contrary, you may exercise within one (1) year of your last day of
employment your vested CABP stock options - 41,667 of which shall be
vested as of your last day of employment.
I acknowledge and represent by my signature below that I am entering into this
Agreement freely and voluntarily and I am satisfied that I have been given
sufficient opportunity to consider it. I have carefully read and understand all
of the provisions of this Agreement. I understand that it sets forth the entire
Agreement between CABP and me and I represent that no other statements,
promises, or commitments of any kind, written or oral, have been made to me by
CABP to cause me to accept it. I acknowledge acceptance of this Agreement by my
signature below.
EMPLOYEE INITIALS ________
CO. REP. INITIALS ________
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AGREEMENT & GENERAL RELEASE
JANUARY 19, 1998
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/s/ X. XXXXX XXXXXXX
----------------------------------- January 21, 1998
X. Xxxxx XxXxxxx -------------
Date
AGREED TO AND ACCEPTED ON BEHALF OF CABP:
/s/ XXXXXX X. XXXX
----------------------------------- January 22, 1998
Xxxxxx X. Xxxx, Chairman -------------
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AGREEMENT & GENERAL RELEASE
JANUARY 19, 1998
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ADDENDUM TO AGREEMENT AND GENERAL RELEASE
BETWEEN CABP AND X. XXXXX XXXXXXX
DATED JANUARY 9, 1998
1. This Addendum is incorporated by reference into the Agreement and General
Release between CABP and X. Xxxxx XxXxxxx dated January 19, 1998.
2. It is understood and agreed that employee will at all times use his best
efforts to complete the below-described project within the time frame set
by CABP. During his service on this project, employee will be entitled to
receive his regular base salary as compensation.
3. It is understood and agreed that employee will perform his services in
completing said project at a level of performance acceptable to CABP.
4. It is understood and agreed that CABP in its discretion may terminate at any
time employee's employment and his participation in said project.
5. It is understood and agreed that should CABP terminate employee's
participation in said project for any reason, other than for acts of
dishonesty, said termination will immediately trigger employee's entitlement
to salary continuation severance payments and other benefits described in
Paragraphs 1 through 11 of the Agreement and General Release.
6. General Outline Of Project and Employee's Responsibilities therein:
o Employee will use his best efforts to continue to promote CABP's
stock before the investment community and its shareholders,
securing new analysts coverage from Xxxxxx Xxxxx and obtaining a
commitment for coverage from one of the following firms: DLJ, Xxxxx
Xxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxx.
o Employee will work closely with Xxxxxxxx-Xxxxxxxx, Xxxxxxx Xxxx,
Wheat First, Xxxxxxx XxXxx, X. X. Xxxxxxxx and Xxxxxxx-Xxxxxx in an
effort to increase CABP's shareholder retail base as a means of
moving towards achieving the minimum shareholder base for the
Company's stock listing on the New York Stock Exchange. CABP
currently has 1,200 shareholders. A NYSE listing currently requires
2,200 shareholders; or 500 shareholders and 1,000,000 in average
share trading per month over the latest 12 months. CABP has a
chance to qualify on the later front during January 1998. Employee
will work closely with Wall Street Analysts to achieve the required
trading volume of 695,000 shares in January, 1998 in order to
effect CABP's move to the NYSE in February, 1998.
EMPLOYEE INITIALS ________
CO. REP. INITIALS ________
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AGREEMENT & GENERAL RELEASE
JANUARY 19, 1998
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o Employee will use his best efforts to complete necessary senior
public financing for CABP's Canadian subsidiary and new warehouse
financing for Xxxxxxx Xxxxxx Financial Services (CAFS) during the
first quarter of 1998 at an interest rate and on terms agreeable to
CABP's Chairman and Board of Directors.
o Employee will use his best efforts to obtain necessary senior
public financing for CABP at an interest rate and on terms
agreeable to the CABP's Chairman and Board of Directors and/or
begin work on a secondary stock offering during the first quarter
of 1998.
o Employee will use his best efforts to complete such other projects
and/or tasks as assigned by CABP's Chairman.
EMPLOYEE INITIALS ________
CO. REP. INITIALS ________
