Contract
EXHIBIT
99.24
From: Xxxxxx X. Xxxxxxx, Xx.
Sent: Thursday, April 09, 2009
11:33 AM
To: 'Xxxxxxx X. Xxxxxxx'
Cc: 'Xxxxxx X.
Xxxxxx'
Subject: EDCI Holdings (EDCI):
Personnel: CFO Xxxxxxx Xxxxxxx: Separation Agreement
April 9,
2009
Xxxx,
Per our
discussion over the past half hour, the terms of a Separation Agreement (subject
to your confirmation w/ your family, which you will obtain before responding
hereto) between EDCI/MWK and EDC/MWK are as follows:
MWK Transition Period:
04/13/2009 – 06/30/2009
MWK Separation Date:
06/30/2009, on which date MWK shall be laid off so that MWK, wife and two sons
continue to have health insurance, paid for entirely (w/o any reimbursement
claims to EDCI or EDC) by MWK, under COBRA.
MWK Transition Salary During
Transition Period: $125,000 annualized; RAF/AMG to make adjustments
downward to payroll system no later than Monday, April 13, 2009 at 5:00 p.m. EST
per MWK instructions.
MWK Shall Not be Terminated for
“Cause”: EDCI and EDC agreed not to terminate MWK for cause relating to
MWK’s unauthorized binding of EDC to over $176,000 in improper severance
payments.
MWK Shall Not Receive Any Sony
Transaction-Related Bonus: Subject to finalization of EDCI Compensation
Committee determination, MWK shall not receive a Sony Transaction-Related (or
other) bonus.
MWK Shall Not Receive Any
Severance/Vacation/Other Payments/Benefits: MWK agrees that he shall not
be entitled to, nor shall he request or otherwise seek, any severance payment or
other payments associated with the section of the MWK CFO Employment Letter (as
these payments and benefits would not be available to MWK if he were terminated
for “Cause”) or otherwise as follows:
“In the
event your employment is terminated by the Company without Cause (as defined
below) or by you with Good Reason (as defined below), the Company will pay you,
subject to the limitations set forth below, a lump sum severance payment equal
to the amount of your Base Salary in effect on such termination date multiplied
by 12. You also shall be entitled to receive the sum of (1) your accrued but
unpaid Base Salary through the date of such termination, plus (2) your accrued
but unpaid vacation pay through such date of termination, plus (3) if you are
then participating in the Company’s annual bonus plan, a pro-rated annual bonus
for the bonus year in which you are terminated, which shall be calculated and
paid in accordance with the Company’s normal practices at the end of such bonus
year, provided
that you have been employed by the Company for at least six months of such bonus
year, plus (4) any other compensation payments or benefits which have accrued
and are payable in connection with such termination. In addition, the Company
shall continue to provide medical and dental benefits to you and your dependents
for a period of 12 months following such date of termination at the same levels
of coverage and in the same manner as such benefits are available to you and
your dependents immediately prior to such Change in Control. Your right to
continue medical and dental coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1995 (“COBRA”) shall begin after the expiration of the
one-year period described in the foregoing sentence.”
.
MWK Non-Compete Restrictions All
Lifted: MWK and all prospective employers of MWK shall not be bound by
any restrictions or non-compete provisions.
MWK & EDCI/EDC to Sign Mutual
Release of Claims: all parties shall release each other from all existing
or future claims, or rights to assert claims, of any kind related to
MWK/EDCI-EDC employment.
Please
respond to me in writing (following your having done so verbally) that we the
terms of the agreement above are acceptable.
RLCjr
