EXHIBIT 10.(b)
SEPARATION AGREEMENT and
GENERAL RELEASE
SEPARATION AGREEMENT and GENERAL RELEASE between MATEC CORPORATION, a
Delaware corporation (the Company) and ▇▇▇▇▇▇ ▇. ▇▇▇▇ (Employee).
1. As of the close of business on August 5, 1997 (the Termination
Date) Employees employment by the Company has terminated for all purposes
and Employee will no longer receive any salary, benefits or other
compensation from the Company except as set forth herein.
2. In connection with the termination of Employees employment by the
Company and in consideration of Employees release of the Company, the
Company will pay to Employee $100,000 in six equal monthly installments
commencing on the Effective Day and Time, as defined in paragraph 12
hereof, subject to withholding for tax purposes (the Special Payment
Allowance).
3. In the event that the Company consummates the sale of
substantially all of the assets of Bergen Cable Technologies, Inc.,
excluding land and buildings, and substantially all of the assets of Cable
Bergen de Mexico S.A. de C.V. to TFX Equities Inc. prior to December 31,
1997, the Company will pay a bonus to Employee (the Bonus) in an amount
determined as set forth in Exhibit 1 hereto.
4. Employee understands and agrees that the Special Payment Allowance
is made in complete satisfaction of any and all claims for wages, overtime
premiums, vacation pay, holiday pay, pay for personal days, pay for unused
sick or absence days, compensatory time, and any other payment for time
worked and leave of any kind to which Employee is or may be entitled
except as set forth herein.
5. Employee understands and agrees that the Special Payment Allowance
and Bonus, if applicable, represents a consideration to Employee over and
above anything else of value which Employee already is entitled to receive
from the Company.
6. In consideration of the Special Payment Allowance and other terms
of this Agreement, Employee (for himself, his heirs and assigns) hereby
releases and discharges the Company, and its successors, affiliates and
assigns, and their present and former officers, directors, agents and
employees, from all actions, suits, liabilities, charges, claims and
causes of action, known or unknown, fixed or contingent, that he has, or
may have, arising out of Employees employment or termination from
employment with the Company prior to the execution of this Agreement,
whether before courts, administrative agencies, or other Forums wherever
situated, including, but not limited to, all claims under Title VII of the
Civil Rights Act of 1964, as amended, the Age Discrimination in Employment
Act of 1967, as amended by the Older Workers Benefit Protection Act, the
Equal Pay Act of 1963, as amended, the New Jersey Law Against
Discrimination, as amended, and the various other federal and state civil
rights acts involving discrimination on the basis of age, race, sex,
religion, disability, national origin and marital status, and all claims
under express or implied contract theories.
7. This Agreement does not release or waive any claims by Employee:
(a) for workers compensation to which Employee may be entitled in
respect of any job-related injury which occurred prior to the time of
termination of employment;
(b) for accrued Social Security benefits to which Employee may become
entitled under applicable law;
(c) for reimbursement of properly authorized and documented
job-related, out-of-pocket expenses actually advanced by Employee on
behalf of the Company prior to the Termination Date;
(d) for indemnification for job-related, third-party claims arising
prior to the Termination Date;
(e) with respect to Employees rights under the Consolidated Omnibus
Budget Reconciliation Act to continuation of medical and hospitalization
insurance coverage under the existing health care plan of Bergen Cable
Technologies, Inc. (Bergen), at Employees own expense after the time of
termination of employment;
(f) with respect to any rights or claims that may arise after the
date on which Employee signs this Agreement;
(g) with respect to stock options granted by the Company to Employee
which have become exercisable prior to the Termination Date, it being
understood and agreed that the Option granted to Employee by the Company
pursuant to a Stock Option Agreement dated as of December 4, 1992 shall be
exercisable for three months after the Termination Date to the extent
Employee was entitled to exercise the Option on the Termination Date, but
shall not become exercisable and is hereby terminated with respect to the
portion thereof which would have become exercisable on or after
December 4, 1997; or
(h) with respect to the matching contribution to be made by the
Company for Employees benefit under the Company's Profit Sharing 401(k)
Plan for the 1997 Plan Year in accordance with the terms of the said Plan,
if the Company elects to make matching contributions for the 1997 Plan
Year, it being understood and agreed that Employee will make no
contributions under the said Plan with respect to the Special Payment
Allowance or the Bonus, if applicable, and that the Company's matching
contribution will be limited to its applicable percentage of your salary
deferred contributions made prior to the Termination Date.
8. Notwithstanding the provisions of paragraph 4 hereof, the Company
will compensate Employee for 103 hours of accrued vacation time, subject
to withholding for tax purposes.
9. Employee is hereby granted the option for a period of 30 days from
the Effective Day and Time to purchase from Leasing Associates the 1993
Chrysler Concorde automobile currently being used by Employee (the
Automobile) for a purchase price of $1.00. If Employee does not exercise
such option within such 30-day option period, or if Employee has not
signed and returned a copy of this Agreement in accordance with the
provisions of paragraph 10(b), or if Employee cancels this Agreement as
provided in paragraph 14, the Automobile shall be promptly returned to the
Company, together with the keys thereto.
10. (a) Employee will have a period of 21 days from the date Employee
was first given a copy of this Agreement by the Company in which to
carefully study and consider the terms of this Agreement.
(b) If at the end of 21 days from the date Employee was first
given a copy of this Agreement by the Company, Employee decides to accept
the Special Payment Allowance and Bonus, if applicable, on the terms of
this Agreement, Employee should date and sign the Employee Acceptance on
the last page of this Agreement, and return the signed copy to the Company
so that it is received by the Company no sooner than 21 days and no later
than 30 days after the day Employee was first given a copy of this
Agreement by the Company.
(c) If Employee has spoken to an attorney about this Agreement,
Employee should also have that attorney complete the Attorneys Statement
which appears at the end of this Agreement.
11. If Employee has not signed and returned a copy of this Agreement
in accordance with the provisions of paragraph 10(b), or if Employee
cancels this Agreement as provided in paragraph 14, then the Company's
offer to make the Special Payment Allowance and to pay the Bonus, if
applicable, to Employee shall be automatically withdrawn and cancelled,
and the option to purchase the Automobile shall be automatically
cancelled, and it will be as if the Company had never made that offer or
granted such option.
12. This Agreement will not become effective or enforceable until
12:01 A.M. on the eighth (8th) day after Employee has signed a copy of
this Agreement. That day and time is called the Effective Day and Time.
13. Until the Effective Day and Time, Employee has the legal right
under federal law to cancel this Agreement. The fact that Employee has
signed and returned the Execution Copy of this Agreement will not prevent
Employee from cancelling this Agreement prior to the Effective Day and
Time.
14. If Employee decides to cancel this Agreement, Employee may do so
by notifying the Company in writing at:
MATEC Corporation
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
15. If Employee has signed and returned a copy of this Agreement and
Employee does not give the Company a written cancellation notice before
the Effective Day and Time, this Agreement will become binding on
Employee.
16. Employee will promptly deliver to the Company all office equipment
of the Company in his possession, all keys to premises and offices of the
Company, all Company credit cards, and all lists, books, records, computer
discs and tapes and data of every kind, and all copies thereof, relating
to or in connection with the Company's customers and business.
17. Employee agrees to cooperate with the Company after the
Termination Date and to make himself reasonably available and to answer
questions and furnish information requested by officers, directors or
agents of the Company or Bergen relating to the business or customers of
the Company or Bergen.
18. This Agreement is the entire agreement between Employee and the
Company with respect to all matters relating to the termination of
Employees employment by the Company. The terms of this Agreement
may only be altered by a writing signed by both the Employee and the
Company.
MATEC CORPORATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇, ▇▇.
---------------------------------
Chairman & CEO
Dated: 8/26/97
EMPLOYEES ACCEPTANCE
I hereby acknowledge that I have had the opportunity to consider the
terms of the above Separation Agreement and General Release for a period
of 21 days. I have carefully read and studied said Agreement and I fully
understand its terms and the terms of the release of claims contained
therein and the consequences to me of my acceptance of said Agreement and
giving of such release. I hereby accept and agree to the terms of said
Agreement and release, voluntarily and of my own free will.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Dated: ▇/▇/▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇, , ▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇ with offices
at , declare that I am the attorney for
▇▇▇▇▇▇ ▇. ▇▇▇▇, the Employee named in the above Separation Agreement and
General Release, that I have explained to my client all the terms of the
said Agreement and release, and that my client has represented to me that
he fully understands all of such terms and their significance, and that my
client has signed the above Separation Agreement and General Release on my
advice.
-------------------------
Signature of Attorney
Dated:
Exhibit 1
Bonus based on net proceeds of sale of Bergen Cable Technologies,
Inc. and Cable Bergen de Mexico S.A. de C.V. to TFX Equities Inc., after
legal expenses and fees of investment bankers.
Net Sale Proceeds Bonus Amount
(in millions) (in thousands)
$ 7.5-8.0 $ 25
8.0-8.5 50
8.5-9.0 75
9.0-10.0 100
10.00-11.00 125
11.00-12.00 175
12.00 225
More than 12.00 225 + 5% of
excess over
$12,000,000
No bonus is payable if the net proceeds of sale are less than
$7,500,000.
