EMPLOYMENT AGREEMENT
Exhibit 10.25
EXECUTION COPY
The parties to this Employment Agreement (the “Agreement”) are Xxxxx X. Xxxx (the
“Executive”), residing at 00 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, and ORBCOMM Inc. (the
“Company”), a company organized under the laws of Delaware, with principal offices located 0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxx, Xxx Xxxxxx 00000.
The Company desires to provide for the Executive’s continued employment by the Company, and
the Executive desires to accept such continued employment under the terms and conditions contained
herein, and the parties hereto have agreed as follows:
1. Employment. The Company shall employ the Executive, and the Executive shall
serve the Company, as Executive Vice President, Sales & Marketing, with duties and responsibilities
compatible with that position. The Executive agrees to devote his full time, attention, skill, and
energy to fulfilling his duties and responsibilities hereunder. The Executive’s services shall be
performed principally at the Company’s headquarters or such other principal location in the eastern
United States as the Company shall determine.
2. Term of Employment. The Executive’s employment under this Agreement shall commence
as of July 1, 2009 (the “Start Date”) and shall continue through December 31, 2010, unless sooner
terminated pursuant to the provisions of Section 4 (the “Term”). The parties hereto may extend the
Term by a written agreement, signed by both parties, that specifically references this Agreement.
Upon the natural expiration of the Term (or any extended Term), (a) the Executive’s employment will
become “at-will” and will be terminable by either party hereto for any reason not prohibited by law
or for no reason, and with or without notice, (b) Section 4(e) below shall no longer be applicable
and (c) the post-employment restrictions on the Executive under Section 7(b) below will no longer
be applicable.
3. Compensation. As full compensation for the services provided under this Agreement,
the Executive shall be entitled to receive the following compensation during the Term:
(a) Base Salary. The Executive shall be entitled to receive an annual base salary
(the “Base Salary”) of $205,000. Upon each anniversary of the Start Date, the Base Salary may be
increased by the Company in its sole discretion. Base Salary payments hereunder shall be made in
arrears in substantially equal installments (not less frequently than monthly) in accordance with
the Company’s customary payroll practices for its other executives, as those practices may exist
from time to time.
(b) Bonus. For each calendar year beginning with the 2009 calendar year, the
Executive shall also be eligible to receive a bonus (the “Bonus”) equal to up to 75% of Base
Salary, determined based on the achievement of performance targets (both financial and
qualitative) established each year by the Board; provided that for calendar year 2009 such Bonus
shall be pro rated based on the fraction the numerator of which shall be the number of days
employed in 2009 and the denominator of which shall equal 365. In order to receive such a Bonus,
if any, the Executive must be actively employed by the Company on the date on which such Bonus is
scheduled to be paid to the Executive and not have had his employment terminated with “cause”
pursuant to Section 4(c) below prior to the payment of such Bonus. Further, if the Company
establishes a bonus plan or program in which the Company’s executives are generally permitted to
participate, then the Executive shall be entitled to participate in such plan or program. The
terms and conditions of the Executive’s participation in, and/or any award under, any such plan or
program shall be in accordance with the controlling plan or program documents.
Any Bonus hereunder will be paid during the year following the fiscal year for which the Bonus
is being paid, provided that the Bonus will be paid no earlier than the rendering of the Company’s
audited financial statements for that fiscal year and in any case no later than the earlier of (i)
30 days after such rendering of the Company’s audited financial statements for that fiscal year and
(ii) June 30th of the year following that fiscal year.
(c) Employee Benefits. Subject to the Executive satisfying and continuing to satisfy
any plan or program eligibility requirements, the Executive shall be entitled to receive
Company-paid medical and disability insurance, Company-paid term life insurance (which shall
provide for a death benefit payable to the Executive’s beneficiary), Company-paid holiday and
vacation time, and other Company-paid employee benefits (collectively, “Employee Benefits”), at
least equivalent to those provided to other executives of the Company generally. In addition, the
Executive shall be entitled to participate in any profit sharing plan and/or pension plan generally
provided for the executives of the Company or any of its subsidiaries, provided that the Executive
satisfies any eligibility requirements for participation in any such plan. Notwithstanding the
foregoing, the Company reserves the right to amend, modify, or terminate, in its sole discretion
and consistent with applicable law, any Employee Benefit and any Employee Benefit plan, program or
arrangement provided to employees in general.
(d) Equity Plan Participation. The Executive shall be entitled to participate in any
equity option plan or restricted equity plan established by the Company in which the Company’s
executives generally are permitted to participate. The terms and conditions of the Executive’s
participation in, and/or any award under, any such plan shall be in accordance with the applicable
controlling plan document and/or award agreement. Notwithstanding the foregoing, the Board will
grant to the Executive an award consisting of 70,000 Restricted Stock Units one third of which
shall vest on each of the first three anniversaries of your Start Date, in each case subject to
your continued employment on such vesting dates, the other terms of such award to be set forth in a
separate written agreement.
(e) Expenses. The Company shall reimburse the Executive for all reasonable
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expenses
incurred by him in connection with the performance of his duties under this Agreement,
upon his presentation of appropriate vouchers and/or documentation covering such expenses.
Without limiting the generality of the foregoing, the Company shall reimburse the Executive for all
reasonable transportation, lodging, food, and other expenses incurred by him in connection with
traveling on Company business.
(f) Automobile. The Company shall reimburse the Executive for up to $700 per month
for automobile expenses, including lease, insurance, and maintenance costs.
(g) Withholdings. All payments made under this Section 3, or any other provision of
this Agreement, shall be subject to any and all federal, state, and local taxes and other
withholdings to the extent required by applicable law.
4. Termination of Employment.
(a) Absence. If the Executive shall fail or be unable to perform his essential duties
under this Agreement for any reason, including a physical or mental disability, with or without
reasonable accommodation, for one hundred eighty (180) calendar days during any twelve (12) month
period or for one hundred (120) consecutive calendar days, then the Company may, by notice to the
Executive, terminate his employment under this Agreement as of the date of the notice. Any such
termination shall be made only in accordance with applicable law.
(b) Death. The Executive’s employment under this Agreement shall terminate
automatically upon his death.
(c) Termination by the Company. The Company shall have the right, exercisable at any
time in its sole discretion, to terminate the employment of the Executive for any reason whatsoever
with or without “cause” (as defined below). The Executive’s employment shall not be deemed to have
been terminated with “cause” unless he shall have received written notice from the Company at or
prior to the termination of employment advising him of the specific acts or omissions alleged to
constitute “cause” and, in the case of those acts or omissions that are reasonably capable of being
corrected, those acts or omissions continue uncorrected after he shall have had a reasonable
opportunity (not to exceed fifteen (15) calendar days) to correct them.
As used in this Agreement, termination with “cause” shall mean only the Executive’s
involuntary termination for reason of (i) the Executive’s breach of a fiduciary duty of loyalty
owed to the Company or any of its subsidiaries, (ii) the Executive’s conviction of a crime or plea
of guilty or no contest to a crime, (iii) the Executive’s gross negligence in the performance of
his duties, (iv) the Executive’s willful misconduct, including, without limitation,
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embezzlement,
(v) the Executive’s material breach of this Agreement, or (vi) conduct by the
Executive beyond the scope of his authority as an officer and employee of the Company, which
conduct gives rise to a hearing before any governmental department or agency seeking termination or
revocation of any governmental license.
(d) Termination by the Executive. The Executive shall have the right to terminate his
employment with the Company, provided that he provides the Company with at least two (2) months of
advance written notice of such decision. Upon the receipt of such notice from the Executive, the
Company may in its sole discretion accelerate such two-month period in order to make such
termination effective sooner, and/or may withdraw any and all duties from the Executive and exclude
him from the Company’s premises during the notice period.
(e) Severance. If prior to the expiration of the Term the Company shall terminate the
Executive’s employment without “cause” pursuant to Section 4(c) above, then upon the Executive’s
execution of the Release attached hereto as Exhibit A (the “Release”) the Executive shall be
entitled to continue to receive, as severance payments (such severance payments being the
Executive’s sole entitlement upon any such termination), (i) Base Salary compensation provided for
by Section 3(a) above, payable upon the Company’s periodic payroll schedule, for a period of one
(1) year immediately following the date of such termination and (ii) to the extent he is then a
participant in the Company’s health insurance plan and eligible for benefits under plan terms, to
continued health insurance coverage for one (1) year immediately following such termination at then
existing employee contribution rates, which the Executive shall pay (such continued coverage to run
concurrently with any continued coverage obligation under the federal law known as COBRA or any
state equivalent). Subject only to the Executive’s delivery of the Release, the Company’s
obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be
entitled to such severance payments regardless of the amount of compensation the Executive may earn
or be entitled to with respect to any other employment he may obtain during the period for which
severance payments are payable.
If the Executive’s employment with the Company is terminated pursuant to Sections 4(a) or 4(b)
above, if the Company terminates the Executive’s employment with “cause” pursuant to Section 4(c)
above, if the Executive terminates his employment pursuant to Section 4(d) above, or if the
Executive’s employment is terminated for any reason after the Term, then the Executive shall not be
entitled to any further payments under this Agreement, including Base Salary, Bonus, Employee
Benefits, or severance.
To the extent that any amount payable under this Agreement constitutes an amount payable under
a “nonqualified deferred compensation plan” (as defined in Section 409A of the Internal Revenue
Code (hereinafter, “Code Section 409A”)) following a “separation from service” (as defined in
Section 409A), including any amount payable under this Section 4, then, notwithstanding any other
provision in this Agreement to the contrary, such payment will not be made to the Executive until
the day after the date that is six months following his “separation
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from service,” but only if he is then deemed by the Company, in accordance with any relevant
procedures that it may establish, to be a “specified employee” under Code Section 409A at the time
he “separates from service.” This paragraph will not be applicable after Executive’s death.
5. Merger or Sale of Assets. If a “Change of Control” occurs, then the Executive
shall be entitled to severance upon the termination of his employment in accordance with Section
4(e) as if his employment were terminated by the Company without “cause,” unless such successor or
transferee continues the Executive’s employment on substantially equivalent terms and substantially
equivalent responsibilities as set forth in Section 1. This Agreement shall be binding on any and
all successors and/or assigns of the Company.
“Change of Control” means (a) the Company’s merger or consolidation with another corporation
or entity, (b) the Company’s transfer of all or substantially all of its assets to another person,
corporation, or other entity, or (c) a sale of the Company’s stock in a single transaction or
series of related transactions that results in the holders of the outstanding voting power of the
Company immediately prior to such transaction or series of transactions owning less than a majority
of the outstanding voting securities for the election of directors of the surviving company or
entity immediately following such transaction or series of transactions (other than any registered,
underwritten public offering by the Company of the Company’s stock or pursuant to any stock-based
compensation plan of the Company).
6. Obligations of the Executive.
(a) Protectable Interests of the Company. The Executive acknowledges that he has and
will play an important role in establishing the goodwill of the Company and its related entities,
including relationships with clients, employees, and suppliers. The Executive further acknowledges
that over the course of his employment with the Company, he has and will (i) develop special
relationships with clients, employees, and/or suppliers, and/or (ii) be privy to Confidential
Information (as defined below). As such, the Executive agrees to the restrictions below in order
to protect such interests on behalf of the Company, which restrictions the parties hereto agree to
be reasonable and necessary to protect such interests.
(b) Non-Competition. During the Executive’s employment and for the one (1) year
period immediately thereafter, or, if greater, for the period of time during which the Executive is
receiving severance payments under Section 4(e) above, the Executive shall not, anywhere in the
world, whether directly or indirectly, for himself or for any third party: (i) engage in any
business activity; (ii) provide professional services to another person or entity (whether as an
employee, consultant, or otherwise); or (iii) become a partner, member, principal, or stockholder
in any entity; and in each such case, that is in competition with the Business. For purposes of
this Section 6(b) and Section 6(c) below, “Business” shall mean the business of offering wireless
data communication services, including for the purpose of tracking and/or
monitoring fixed or mobile assets, the business of designing, manufacturing or distributing
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modems that operate on such services, or any other business in which the Company is materially
engaged during the six (6) month period immediately preceding the Executive’s termination of
employment. The Executive acknowledges and understands that, due to the global nature of the
Company’s business and the technological advancements in electronic communications around the
world, any geographic restriction of the Executive’s obligation under this Section 6(b) would be
inappropriate and counter to the protections sought by the Company hereunder.
(c) Non-Solicitation. During the Executive’s employment and for the two (2) year
period immediately thereafter, the Executive shall not, anywhere in the world, whether directly or
indirectly, for himself or for any third party: (i) solicit any business or contracts, or enter
into any business or contract, directly or indirectly, with any suppliers, licensees, customers, or
partners of the Company that (A) was a supplier, licensee, customer, or partner of the Company at,
or within six (6) months prior to, the termination of Executive’s employment, or (B) was a
prospective supplier, licensee, customer, or partner of the Business at the time of the Executive’s
termination of employment, and in either case, for purposes of engaging in an activity that is in
competition with the Business; or (ii) solicit or recruit, directly or indirectly, any of the
Company’s or its subsidiaries’ employees, or any individuals who were employed by the Company or
its subsidiaries within six (6) months prior to the termination of the Executive’s employment, for
employment or engagement (whether as an employee, consultant, or otherwise) with a person or entity
involved in marketing or selling products or services competitive with the Business. The Executive
acknowledges and understands that, due to the global nature of the Company’s business and the
technological advancements in electronic communications around the world, any geographic
restriction of the Executive’s obligation under this Section 6(c) would be inappropriate and
counter to the protections sought by the Company hereunder.
(d) Confidential Information. The Executive acknowledges that during the course of
his employment with the Company, he has had and will have access to information about the Company,
and its clients and suppliers, that is confidential and/or proprietary in nature, and which belongs
to the Company. As such, at all times, both during his employment and thereafter, the Executive
will hold in the strictest confidence, and not use or attempt to use except for the benefit of the
Company, and not disclose to any other person or entity (without the prior written authorization of
the Company) any Confidential Information (as defined below). Notwithstanding anything contained
in this Section 6(d), the Executive will be permitted to disclose any Confidential Information to
the extent required by validly issued legal process or court order, provided that the Executive
notifies the Company immediately of any such legal process or court order in an effort to allow the
Company to challenge such legal process or court order, if the Company so elects, prior to the
Executive’s disclosure of any Confidential Information.
For purposes of this Agreement, “Confidential Information” means any confidential or
proprietary information which belongs to the Company, or any of its clients or
suppliers, including without limitation, technical data, market data, trade secrets,
trademarks,
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service marks, copyrights, other intellectual property, know-how, research, business
plans, product information, projects, services, client lists and information, client preferences,
client transactions, supplier lists and information, supplier rates, software, hardware,
technology, inventions, developments, processes, formulas, designs, drawings, marketing methods and
strategies, pricing strategies, sales methods, financial information, revenue figures, account
information, credit information, financing arrangements, and other information disclosed to the
Executive by the Company or otherwise obtained by the Executive during the course of his
employment, directly or indirectly, and whether in writing, orally, or by electronic records,
drawings, pictures, or inspection of tangible property. “Confidential Information” does not
include any of the foregoing information which has entered the public domain other than by a breach
of this Agreement or the breach of any other obligation to maintain confidentiality of which the
Executive is aware.
(e) Return of Company Property. Upon the termination of the Executive’s employment
with the Company (whether upon the expiration of the Term or otherwise), or at any time during such
employment upon request by the Company, the Executive will promptly deliver to the Company and not
keep in his possession, recreate, or deliver to any other person or entity, any and all property
which belongs to the Company, or which belongs to any other third party and is in the Executive’s
possession as a result of his employment with the Company, including without limitation, computer
hardware and software, palm pilots, pagers, cell phones, other electronic equipment, records, data,
client lists and information, supplier lists and information, notes, reports, correspondence,
financial information, account information, product information, files, and other documents and
information, including any and all copies of the foregoing.
(f) Ownership of Property. The Executive acknowledges that all inventions,
innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings,
reports and all similar or related information (whether or not patentable) that relate to the
Company’s or any of its affiliates’ actual or anticipated business, research, and development, or
existing or future products or services, and that are conceived, developed, contributed to, made,
or reduced to practice by Executive (either solely or jointly with others) while engaged by the
Company or any of its affiliates (including any of the foregoing that constitutes any Confidential
Information) (“Work Product”) belong to the Company or such affiliate, and the Executive hereby
assigns, and agrees to assign, all of the above Work Product to the Company or such Affiliate.
(g) Judicial Modification. The Executive acknowledges that it is the intent of the
parties hereto that the restrictions contained or referenced in this Section 6 be enforced to the
fullest extent permissible under the laws of each jurisdiction in which enforcement is sought. If
any of the restrictions contained or referenced in this Section 6 is for any reason held by a court
to be excessively broad as to duration, activity, geographical scope, or subject, then such
restriction shall be construed or judicially modified so as to thereafter be limited or reduced to
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the extent required to be enforceable in accordance with applicable law.
(h) Equitable Relief. The Executive acknowledges that the remedy at law for his
breach of this Section 6 will be inadequate, and that the damages flowing from such breach will not
be readily susceptible to being measured in monetary terms. Accordingly, upon a violation of any
part of this Section 6, the Company shall be entitled to immediate injunctive relief (or other
equitable relief) from any court with proper jurisdiction and may obtain a temporary order
restraining any further violation. No bond or other security shall be required in obtaining such
equitable relief, and the Executive hereby consents to the issuance of such equitable relief.
Nothing in this Section 6(h) shall be deemed to limit the Company’s remedies at law or in equity
for any breach by the Executive of any of the parts of this Section 6 which may be pursued or
availed of by the Company.
7. Arbitration. Except as provided in Section 6(h) above, any dispute or controversy
between the parties hereto, whether during the Term or thereafter, including without limitation,
any and all matters relating to this Agreement, the Executive’s employment with the Company and the
cessation thereof, shall be settled by arbitration administered by the American Arbitration
Association (“AAA”) in New York, New York pursuant to the AAA’s National Rules for the Resolution
of Employment Disputes (or their equivalent), which arbitration shall be confidential, final, and
binding to the fullest extent permitted by law. The parties agree to waive their right to a trial
by jury and agree that they will not make a demand, request or motion for a trial by jury or court.
This agreement to arbitrate shall be binding upon the heirs, successors, and assigns and any
trustee, receiver, or executor of each party. A party shall initiate the arbitration process by
delivering a written notice of such party’s intention to arbitrate to the other party at the
address set forth above. Each party shall select an arbitrator by mutual agreement within thirty
(30) days after the written notice of intention to arbitrate is received. If the parties fail to
select an arbitrator by mutual agreement, the party seeking arbitration shall notify the AAA of the
demand for arbitration and obtain a list of arbitrators from the AAA’s Employment Dispute
Resolution Roster. If the parties fail to agree on an arbitrator, the AAA Administrator or his/her
delegate shall select an arbitrator, who is a member of the AAA’s Employment Dispute Resolution
Roster. There shall be one arbitrator. The arbitrator shall have the authority to resolve all
issues in dispute, including the arbitrator’s own jurisdiction, and to award compensatory remedies
and other remedies permitted by law. The arbitrator shall decide the matters in dispute in
accordance with the governing law provisions of this Agreement, except that the parties agree that
this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.
The award of the arbitrator shall be final and shall be the sole and exclusive remedy between the
parties regarding any claims, counterclaims, issues, or accountings. Except as otherwise provided
by the arbitrator in accordance with applicable law, each party hereto shall be responsible for
paying its own attorneys’ fees and costs incurred in connection with any dispute between the
parties. To the extent inconsistent with the form of arbitration agreement that the Company’s
employees generally are required to enter into, including the Executive, this arbitration provision
shall control. Otherwise, to the extent
compatible, effect shall be given to both this arbitration provision and the Company’s form of
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arbitration agreement that the Executive has executed or will be required to execute.
8. Miscellaneous.
(a) Notices. Any notice or other communication under this Agreement shall be in
writing and shall be considered given when delivered personally or five (5) days after mailed by
registered mail, return receipt requested, to the Executive and the Company at their respective
addresses set forth above (or at such other address as a party may specify by notice to the other).
(b) Entire Agreement; Amendments. This Agreement contains a complete statement of all
of the arrangements between the Executive and the Company with respect to the employment of the
Executive by the Company and the Executive’s compensation for such employment, and supersedes all
previous agreements, arrangements and understandings, written or oral, relating thereto. This
Agreement may not be amended except by a written agreement signed by the Company and the Executive.
This Agreement may not be amended except by a written agreement signed by the Company and the
Executive. Notwithstanding the foregoing, the parties hereto acknowledge that the requirements of
Code Section 409A are still being developed and interpreted by government agencies, that certain
issues under Code Section 409A remain unclear at this time, and that the parties hereto have made a
good faith effort to comply with current guidance under Code Section 409A. Notwithstanding
anything in this Agreement to the contrary, in the event that amendments to this Agreement are
necessary in order to comply with future guidance or interpretations under Code Section 409A,
including amendments necessary to ensure that compensation will not be subject to Code Section
409A, the Executive agrees that the Company shall be permitted to make such amendments, on a
prospective and/or retroactive basis, in its sole discretion.
(c) Severability. In the event that any provision of this Agreement, or the
application of any provision to the Executive or the Company, is held to be unlawful or
unenforceable by any court or arbitrator, then the remaining portions of this Agreement shall
remain in full force and effect and shall not be invalidated or impaired in any manner.
(d) Waiver. No waiver by any party hereto of any breach of any term or covenant in
this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to
be or construed as a further or continuing waiver of any such breach, or a waiver of any other term
or covenant contained in this Agreement.
(e) Governing Law. This Agreement shall be governed by and construed in
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accordance with the law of the State of New Jersey without regard to its conflict of laws
principles.
IN WITNESS WHEREOF, the parties hereto have executed this document as of the ___day of July,
2009 to be effective as of the Start Date.
| ORBCOMM Inc. | ||||||||
By: |
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Name:
|
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Title: |
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EXHIBIT A — GENERAL RELEASE
FOR AND IN CONSIDERATION OF the employment agreement to which this General Release is
attached, I, Xxxxx X. Xxxx, agree, on behalf of myself, my heirs, executors, administrators, and
assigns, to release and discharge ORBCOMM Inc. (the “Company”), and its current and former
officers, directors, employees, agents, owners, subsidiaries, divisions, affiliates, parents,
successors, and assigns (the “Released Parties”) from any and all manner of actions and causes of
action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges,
claims, and demands whatsoever (“Losses”) which I, my heirs, executors, administrators, and assigns
have, or may hereafter have, against the Released Parties or any of them arising out of or by
reason of any cause, matter, or thing whatsoever from the beginning of the world to the date
hereof, including without limitation, my employment agreement, my employment by the Company and the
cessation thereof, and all matters arising under any federal, state, or local statute, rule, or
regulation, or principle of contract law or common law, including but not limited to, the Worker
Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101
et seq., the National Labor Relations Act of 1935, as amended, 29
U.S.C. §§ 151 et seq., the Family and Medical Leave Act of 1993, as
amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. §§ 2000e et seq., the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et
seq. (the “ADEA”), the Americans with Disabilities Act of 1990, as amended,
42 U.S.C. §§ 12101 et seq., the Employee Retirement Income Security Act of 1974,
as amended, 29 U.S.C. §§ 1001 et seq., the Virginia Human Rights
Act, as amended, Va. Code Xxx. §§ 2.1-714 et seq., the Virginia
Persons with Disabilities Act, as amended, Va. Code Xxx. §§ 51.5-1 et
seq., the New Jersey Law Against Discrimination, as amended, N.J. Stat.
Xxx. §§ 10:5-1 et seq., and any other equivalent federal, state, or local statute;
provided that I do not release or discharge the Released Parties (1) from any Losses arising under
the ADEA which arise after the date on which I execute this General Release or (2) from any rights
that I may have to be indemnified by the Company for any acts or omissions by me made in the course
of my role as an officer and employee of the Company. It is understood that nothing in this
General Release is to be construed as an admission on behalf of the Released Parties of any
wrongdoing with respect to me, any such wrongdoing being expressly denied.
I represent and warrant that I fully understand the terms of this General Release, that I have
had the benefit of advice of counsel or have knowingly waived such advice, and that I knowingly and
voluntarily, of my own free will, without any duress, being fully informed, and after due
deliberation, accepts its terms and sign the same as my own free act. I understand that as a
result of executing this General Release, I will not have the right to assert that the Company
violated any of my rights in connection with my employment agreement, my employment, or with the
termination of such employment.
I affirm that I have not filed, and agree, to the maximum extent permitted by law, not to
initiate or cause to be initiated on my behalf, any complaint, charge, claim, or proceeding against
the Released Parties before any federal, state, or local agency, court, or other body relating
to my
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employment agreement, my employment, or the cessation thereof, and agree not to voluntarily
participate in such a proceeding. However, nothing in this General Release shall preclude or
prevent me from filing a claim that challenges the validity of this General Release solely with
respect to my waiver of any Losses arising under the ADEA.
I acknowledge that I have twenty-one (21) days in which to consider whether to execute this
General Release. I understand that I may waive such 21-day consideration period. I understand
that upon my execution of this General Release, I will have seven (7) days after such execution in
which I may revoke my execution of this General Release. In the event of revocation, I must
present written notice of such revocation to at the Company by delivering such
written notice to him at .
If seven (7) days pass without receipt of such written notice of revocation, this General
Release shall become binding and effective on the eighth day (the “Release Effective Date”).
This General Release shall be governed by the laws of the State of New Jersey without giving
effect to its conflict of laws principles.
| [INSERT NAME] | Date | |||||||||||
STATE OF
|
) | |||||||||||
| : | ss.: | |||||||||||
COUNTY OF
|
) | |||||||||||
On the ___day of in the year
200___, before me, the undersigned, personally appeared
Xxxxx X. Xxxx, personally known to me or proved to me
on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within
instrument, and acknowledged to me that he executed
the same in his capacity, and that by his signature on
the instrument he executed such instrument, and that
such individual made such appearance before the
undersigned.
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