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Exhibit 10(x)
Agreement
between
Chrysalis Holding (Europe) AG, Xxxxxxxxxxxxxx 0, 0000 Xxxx
(hereinafter "Chrysalis")
and
Dr. J. Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx 0X, 0000 Xxx
(hereinafter the "Employee")
regarding
Termination of Employment
1. The parties agree to terminate the employment agreement entered into on
December 19, 1996 (the "Employment Agreement") effective as of December
31, 1998 ("Effective Date").
2. As from the date hereof until the Effective Date, the Employee is, in
principle, released from performing any work for Chrysalis. However, the
Employee undertakes to (i) finalize the negotiations concerning the BML
Joint Venture and (ii) perform those tasks which are necessary to transfer
the BML Joint Venture Project to Xxxxx Xxxxxxxx and other employees of
Chrysalis before the Effective Date. The Employee will, if required,
assist Xxxxx Xxxxxxxx and other employees of Chrysalis in taking over the
BML Joint Venture Project. All expenses incurred in relation to this
Project require the prior approval of Mr. Xxxx Xxxxxxx or his designee.
3. The Employee agrees that, due to the long time period between the date
hereof and the Effective Date, all vacation entitlements and overtime, if
any, he might be entitled to will be compensated.
4. Chrysalis continues to pay the Employee's salary until the Effective Date
on the same terms and with the same deductions as in the past with the
following exceptions:
a) The Employee declares that he ceased to make any payments to his
individual pension plan with the Institute as mentioned in art. 3(c)
of the Employment Agreement. Therefore, he takes note and agrees
that Chrysalis ceased to make any payments to the individual pension
plan of the Institute as defined in art. 3(c) (Benefits) of the
Employment Agreement. Not effected by this provision shall be the
pension payments under the mandatory Swiss pension fund scheme which
Chrysalis will continue to make until the Effective Date.
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b) Chrysalis agrees to pay CHF 11,000--for the fall semester (September
to December 1998) directly to the International School of Zug as the
final payment under art. 3(b) of the Employment Agreement.
5. Between the date hereof and the Effective Date the Employee is free to
accept a new position with another employer. In such a case, however,
Chrysalis will cease to make any further payments under art. 4 above.
6. Chrysalis undertakes to file with the competent authorities of the Canton
of Zug an application for the extension of the Employee's residence
permit.
7. Intentionally omitted.
8. Chrysalis herewith informs the Employee that according to art. 10 of the
Federal Act on Health Insurance of March 18, 1994,
("Krankenversicherungsgesetz", "KVG"), the Employee is obliged to notify
his insurer about the fact that the employment relationship will end on
the Effective Date.
9. The Employee declares that on the Effective Date he will hand over to
Chrysalis all pieces of property belonging to Chrysalis and all documents
and copies thereof of a confidential nature belonging to Chrysalis to
which he had access during his employment. The Employee furthermore
declares that on the Effective Date the Employee will destroy on his own
data processing equipment all electronically stored confidential data
belonging to Chrysalis.
10. The Employee undertakes to keep strictly confidential and neither use for
his own purposes nor to make known to any third person any knowledge
regarding Chrysalis, especially on matters of business policies,
customers, business relationships and other business secrets.
11. With the fulfillment of the obligations assumed by the parties under this
agreement the parties declare not to have any claims against each other
emanating from their employment relationship.
12. Chrysalis herewith releases the Employee from the obligation to refrain
from any Competitive Activity as defined in art. 6 of the Employment
Agreement. However, the Employee declares to observe the no solicitation
or hiring undertaking provided for in art. 7 of the Employment Agreement
for a period of one year after the Effective Date.
13. Terms in this Agreement shall have the same meaning as defined in the
Employment Agreement.
14. The present agreement shall be governed by Swiss law, in particular art.
391 et seqq. of the Swiss Code of Obligations.
15. This Agreement embodies the entire agreement between the parties hereto
and supersedes all previous agreements regarding the termination of the
employment relationship.
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Cham, August 25, 1998
Chrysalis Holding (Europe) AG
/s/ J. Xxxxxxxxx Xxxxxx
------------------------------------- ----------------------------------
Dr. J. Xxxxxxxxx Xxxxxx
In agreement with the terms of this Agreement:
Chrysalis International Corporation
/s/ Xxxx X. Xxxxxxx
----------------------------------
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RELEASE
In return for and in consideration of the special payments to be
made and the benefits to be received by me pursuant to the attached letter dated
August 25, 1998 (the "Termination Agreement"), which I, J. Xxxxxxxxx Xxxxxx,
acknowledge are in addition to payments and benefits which I would be entitled
to receive absent this release (the "Release"), I, for myself and my dependents,
successors, assigns, heirs, executors and administrators (and my and their legal
representatives of every kind), hereby release and forever discharge Chrysalis
International Corporation (the "Company"), its predecessors, its affiliated and
subsidiary companies, and the officers, directors, stockholders, members,
employees, agents, representatives, counsel, heirs, successors and assigns
thereof, including without limitation, any and all management and supervisory
personnel thereof (collectively referred to herein as the "Released Parties")
from any and all actions and causes of action, claims and demands, suits,
damages, costs, attorney's fees, expenses, debts, dues, accounts, bonds,
covenants, contracts, agreements and compensation whatsoever, whether in law or
equity, whether they are now known or unknown, whether they are accrued or
unaccrued, based upon facts which occurred through the date of this Release
("claims"), except that my Release under this paragraph shall not apply to the
obligations of the Company pursuant to the Termination Agreement. The Release
includes, but is not limited to, any claims under state or federal employment,
employee benefits, antidiscrimination or other laws, including, without
limitation, claims of discrimination on the basis of sex, race, age, national
origin, marital status, religion or handicap, including, specifically, but
without limiting the generality of the foregoing, any claims under the New
Jersey Law Against Discrimination, Title VII of the Civil Rights Act of 1964, as
amended, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, as
amended, the Americans with Disabilities Act, and the Employee Retirement Income
Security Act of 1974, as amended, and any and all claims arising out of or
relating to my employment by or service with the Company and the affiliates of
the Company or termination of my employment with the Company and any and all
claims of wrongful or unjust discharge or breach of contract or promise, express
or implied, and any and all claims arising out of or relating to my status or
capacity as a shareholder of the Company or as a member of the Board of
Directors (the "Board") of the Company, or any other status or capacity. In
connection with the Release, I further acknowledge, admit and affirm the
following:
1. I fully understand the contents of this Release and I agree that
the language of the Release is not confusing to me.
2. I understand that among the causes of action or claims forever
waived and released by me under this Release are any and all claims
arising under the Age Discrimination in Employment Act of 1967.
3. I understand that this Release does not waive rights or claims
arising under the Age Discrimination in Employment Act of 1967 that may
arise after the date I sign this Release.
4. I am hereby advised in writing that with regard to my waiver of
rights under this Release, including under the Age Discrimination in
Employment Act of 1967, I have the
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right to consult with and be advised by a lawyer of my choice at my own
expense prior to signing this Release.
5. I understand that I have 21 days to consider this Release, and to
consult with a lawyer regarding its terms and the rights and claims I have
waived by signing it, before I sign this Release. This 21-day
consideration period expires on 15 September 1998.
6. I understand that if I sign this Release, I will have an
unqualified right to change my mind and revoke the Release within seven
days after executing this Release. I also understand that if I do not
exercise my revocation right within seven days, this Release becomes final
and forever binding on the eighth day following my signing of this
Release. I further understand that if I revoke this Release, this Release
shall be null and void and the Company shall not have any obligation to
make payments or provide benefits to me as set forth in the Letter.
Revocation shall be made by delivering a written notice of revocation to
the Chairman of the Board. For such revocation to be effective, written
notice must be actually received by the Chairman of the Board no later
than the close of business on the 7th day after I execute this Release.
7. I agree that I will never file a lawsuit or other complaint
asserting any claim that is released hereunder concerning my Employment
Agreement.
8. I understand and acknowledge that the Release does not constitute
an admission of liability by me or any of the Released Parties.
9. I understand and acknowledge that the Release has been fully
explained to me to my complete satisfaction. I understand the separation
benefits and terms agreed upon and further acknowledge that no other
promises or inducements have been made to me by the Released Parties.
10. I have carefully read this Release, and I have been given ample
opportunity to consult with my own counsel and I have signed the Release
intending to be legally bound by its terms and conditions.
11. I will, as soon as practicable after the execution of this
Release, return to the Company all of the Company's Confidential
Information (as defined below) which is in my possession or which I have
previously obtained from the Company and which is not currently in my
possession, and I agree that I will not otherwise use the Confidential
Information. As used herein, the term "Confidential Information" shall
mean all of the Company's records, documents or other property, including
technical data or software used in any way by, or relating to any products
sold by, the Company or any affiliate of the Company.
12. I agree that all provisions, terms and conditions of this
Release are and shall remain confidential and shall not be disclosed to
any person not a party hereto under any circumstances, except as required
by law.
13. I agree that if I breach or threaten to breach any provision
contained in this Release, the Company shall be entitled (i) to cease
making payments or providing other benefits under the Termination
Agreement, (ii) to receive an amount equal to the amount of
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all payments and other benefits which the Company has provided to me under
such attached Termination Agreement and (iii) to any other legal or
equitable remedies which the Company may have, including the right to an
injunction.
14. I represent that I have not filed any complaints or charges or
lawsuits against the Company or any affiliate of the Company with any
governmental agency or any court, and that I shall not do so at any time
hereafter except for any such lawsuit to enforce my rights under the terms
of the Termination Agreement.
In witness whereof, I knowingly and freely have signed this Release
this 25th day of August, 1998.
Chrysalis Holding (Europe) AG
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Cham, August 25, 1998
Chrysalis International Corporation
/s/ J. Xxxxxxxxx Xxxxxx /s/ Xxxx X. Xxxxxxx
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Dr. J. Xxxxxxxxx Xxxxxx August 27, 1998
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