Exhibit 10.28
[LETTERHEAD OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY APPEARS HERE]
September 25, 1997
Xxxxx X. Xxxxxx
Dear Xxxxx:
This letter agreement sets forth the relationship between yourself and First
Allmerica Financial Life Insurance Company (together with its affiliates and
subsidiaries, hereinafter referred to as the "Company") for the period September
2nd through November 30, 1997. In addition, this letter agreement sets forth
the terms and conditions of the severance agreement between yourself and the
Company terminating your employment relationship with the Company as of the
close of business on November 30, 1997. Finally, this agreement also sets forth
the terms and conditions of a so-called independent producer agreement between
yourself and the Company.
September 2nd through November 30, 1997 Period (the "Interim Period")
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1. Effective at the close of business on September 2, 1997, you were relieved of
your management or administrative responsibilities which you had in your
capacity as a Vice President of the Company and as a member of the so-called
"Operating Committee". Notwithstanding your having been relieved of these
duties and responsibilities, you agree to assist the Company in making a
smooth and orderly transition of your management/administrative duties and
responsibilities to new individuals. You agree to resign as a Director of
the Company and as an officer and/or Director of any subsidiary of the
Company, and as an officer of Allmerica Financial Corporation ("AFC") as
soon as possible, but in no event later than September 30, 1997. Your
resignation of these positions shall be in the form of Exhibit A.
2. Notwithstanding your transition assistance as set forth in paragraph 1 above,
you acknowledge and agree that your primary responsibility during the
September 2 through November 30 time frame will be to devote your energies to
the sale of the Company's products and/or services. You agree to use your
best efforts to pursue existing contacts and to develop any new contacts that
may arise in the normal course of your activities during this Interim Period.
Any and all business flowing from your efforts during this Interim Period
shall be considered to be an asset of the Company and any sales resulting
from your efforts during this Interim Period will belong to the Company
without any additional consideration having to be paid to you. A sale
resulting
Xxxxx X. Xxxxxx
September 25, 1997
Page 2
from your efforts shall mean any sale which is initiated or consummated
during the Interim Period or any sales resulting within twelve months
thereafter from a contact made by you before or during the Interim Period.
Any sale resulting from your efforts which is placed with or by the Company
shall be without any commission or payments of any kind or nature being owed
to you by the Company, except as set forth in the following paragraph.
3. During the Interim Period you will be compensated at your current rate of
compensation and you will be entitled to receive all existing fringe benefits
which you are currently entitled to receive as an employee.
4. During the Interim Period, your current office space will be available to you
and you may utilize your current secretarial assistance. However, you agree
to use your current office space only as needed to fulfill your Interim
Period responsibilities. To the extent you do not need to use your current
office space, you agree not to use such office space during the Interim
Period.
5. If during the Interim Period your performance is unacceptable, the employment
relationship between you and the Company may be terminated immediately. The
decision as to whether your performance during the Interim Period is
unacceptable will be made by Xxxx X. X'Xxxxx. Xx. X'Xxxxx'x decision shall
be final and shall be made at his sole discretion. It is hereby agreed that
you will receive two week notice of and an opportunity to discuss any
termination with Xx. X'Xxxxx if Xx. X'Xxxxx wishes to terminate your
employment during the Interim Period. In the event Xx. X'Xxxxx terminates
your employment prior to November 30, 1997, Xx. X'Xxxxx may also at that time
terminate the Independent Producer Agreements (as defined below) between you
and the Company. In the event your employment is terminated by Xx. X'Xxxxx
before the end of the Interim Period, or when your employment terminates at
the end of the Interim Period, you shall be entitled to the severance
benefits set forth below provided you adhere to the terms and conditions
attached to your receipt of those severance benefits. Except for the
benefits set forth in the Severance Terms and Conditions, you shall not be
entitled to any benefits at the time your employment is terminated.
6. You also agree during the Interim Period to allow an individual or
individuals of the Company's choosing to accompany you to meetings with
existing or potential clients or contacts. You acknowledge that the intent
of this provision is to assist the Company in making an orderly transition
from your being responsible for Allmerica Financial Institutional Services to
your role as an independent producer. You agree to use your best efforts to
communicate to this individual or individuals information that is needed to
continue the relationships that may exist between yourself or your former
area of responsibility and the Company's existing and/or potential clients
and contacts.
7. During the Interim Period, you agree to use your best efforts to obtain any
licenses that you will need to fulfill the functions required of you under
the Independent Producer Agreements. The
Xxxxx X. Xxxxxx
September 25, 1997
Page 3
Company recognizes that your current travel schedule and other demands placed
upon you during the Interim Period may preclude you from obtaining any
licenses during the Interim Period.
Severance Terms and Conditions
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1. Resignation. With the close of business on November 30, 1997, you agree to
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resign as an officer of the Company. Your officer resignation will be in
accordance with Exhibit B.
2. Health Benefits. For the period December 1, 1997 through May 31, 1999, the
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Company will provide medical coverage to you and your dependents. This
coverage will be provided either through the health benefits set forth in
section 2(c) of the Independent Producer Terms and Conditions or by the
Company providing benefits through COBRA. The benefits to be provided will
be similar to the health benefits which you currently are receiving as an
employee of the Company. The cost of benefits provided under this section
shall be paid partly by the Company and partly by you. The Company's share
shall be the same dollar cost that the Company would pay for such benefits if
you had remained an employee of the Company. Your share would be the amount
you would have paid if you remained an employee of the Company.
3. Monthly Payments. Assuming you have agreed to and this letter agreement has
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become effective, then commencing on January 1, 1998, the Company will pay
you monthly in advance $50,000. These payments will be paid to you until
December 1, 1998 provided you do not violate paragraph 10, 11, and/or 12 as
set forth below in this portion of the agreement called Severance Terms and
Conditions. If you die before you have received all the payments you are due
pursuant to the provisions of this section entitled Severance Terms and
Conditions, the Company agrees to pay to your spouse, or anyone else you
inform the Company is your beneficiary, the unpaid portion of the payments
due you pursuant to the provisions of this paragraph. Notwithstanding the
foregoing, if this agreement is terminated due to your violation of the
provisions of paragraph 10, 11, and/or 12 hereof, then you, your spouse or
your beneficiary shall not receive or be entitled to receive any payments to
be made subsequent to the date of such violation. Any payments made prior to
such violation shall, at the sole discretion of the Company, be returned to
the Company by you, your spouse or your beneficiary. In the event you or the
Company terminates the Independent Producer Agreements (as defined in section
1 of the Independent Producer Terms and Conditions), you will still be
entitled to the payments due pursuant to the terms of this section.
4. Termination Date. Your termination date with the Company shall be November
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30, 1997 unless Xxxx X. X'Xxxxx in his sole discretion decides to terminate
your employment during the Interim Period. In such an event, your
termination date shall be the date that Xxxx X. X'Xxxxx terminates your
employment. If your employment is terminated before November 30, 1997, you
shall still
Xxxxx X. Xxxxxx
September 25, 1997
Page 4
be entitled to receive the payments due under paragraph 3 hereof in
accordance with the terms of paragraph 3.
5. Vacation Entitlement. The Company will pay you for any unused accrued
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vacation time which you may have as of November 30, 1997, or if your
employment is terminated prior to November 30, 1997, you will be paid for any
unused accrued vacation time which you may have as of the last day of the
month preceding the date that your employment is terminated.
6. Incentive Compensation. You acknowledge that you will not be entitled to a
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payment under the 1997 Short Term Incentive Compensation Plan of the Company.
7. Stock Option Plan. You acknowledge that you are currently a participant in
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the Allmerica Financial Corporation Long Term Stock Incentive Plan (the "AFC
Plan"). In light of the fact that your employment will terminate on or
before November 30, 1997, you acknowledge and agree that pursuant to the
terms of the AFC Plan you will forfeit all unvested options which you have
under the Plan. At the present time, all options which you have under the
Plan are unvested; thus, your entire interest in the AFC Plan shall be
forfeited upon the termination of your employment.
8. Restricted Stock. Pursuant to the terms of a certain restricted stock
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agreement dated April 4, 1997 between Allmerica Financial Corporation and you
(the "Restricted Stock Agreement"), the Company has the right upon the
termination of your employment prior to April 4, 2000 to have the so-called
Match Shares (as defined in the Restricted Stock Agreement) returned to the
Company for no consideration. The Company hereby exercises its right to
have you return to it the Match Shares for no consideration. You acknowledge
and agree to return to the Company the Match Shares for no consideration on
or before November 30, 1997.
9. Release. In consideration of the Company's agreement as set forth herein,
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you hereby knowingly and voluntarily agree to release the Company, Allmerica
Financial Corporation ("AFC"), its subsidiaries and affiliates, its and their
present and former officers, directors, employees, agents and their
successors and assigns (collectively "Releasees") from any and all
liabilities, demands, debts, damages, suits, covenants, agreements,
contracts, benefits, promises, claims, including, but not limited to, claims
for payment under the Company's 1997 Short Term Incentive Compensation Plan,
the third payment under the Company's 1995 Long Term Incentive Compensation
Plan, the second and third payments under the Company's 1996 Long Term
Incentive Compensation Plan, and the first, second and third payments under
the Company's 1997 Long Term Incentive Compensation Plan, and the right to
all options issued to you under the AFC Plan, and the right to the Match
Shares (as defined in the Restricted Stock Agreement) and claims arising
under Title VII of the Civil Rights Act of 1964, as amended, including, but
not limited to, any and all claims which you may have for age, race or sex
discrimination and rights or claims arising under the Age Discrimination in
Employment Act, the Fair Labor Standards Act, the Americans With Disabilities
Act, the Family and Medical
Xxxxx X. Xxxxxx
September 25, 1997
Page 5
Leave Act and claims, if any, for wrongful termination or any claim arising
out of or in any way relating to your employment with the Company. Your
release (the "Xxxxxx Release") shall be in the form attached hereto as
Exhibit C. However, the Xxxxxx Release shall not affect any obligations of
the Company made pursuant to the terms of this letter agreement.
THE FOREGOING MEANS THAT BY SIGNING THE XXXXXX RELEASE YOU WILL HAVE WAIVED
ANY RIGHT YOU HAVE TO BRING A LAWSUIT OR MAKE A LEGAL CLAIM AGAINST
ALLMERICA FINANCIAL CORPORATION, THE COMPANY OR ANY OF THE RELEASEES UP TO
THE SIGNING OF THE XXXXXX RELEASE, AND THAT YOU WILL HAVE RELEASED THE
RELEASEES OF ANY AND ALL CLAIMS OF ANY NATURE ARISING ON OR BEFORE THE
SIGNING OF THE XXXXXX RELEASE.
In addition, the Xxxxxx Release does not waive any rights or claims that
arise after the date the Xxxxxx Release is executed. You agree to execute
the Xxxxxx Release as of your Termination Date as defined in paragraph 4 of
this section.
10. Confidentiality. The terms and conditions of this letter agreement shall be
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held in confidence by the Company and by you, except as may be required by
law, by state or federal tax or regulatory agencies, by an order of a court
of competent jurisdiction, or as may be necessary by either party in
connection with the enforcement of the terms hereof.
You agree not to directly or indirectly discuss with or provide information
to the news media, legislative or regulatory bodies, the brokerage,
financial or insurance communities, or in any form of communication reveal
in any way information which is detrimental to the best interest of the
Company, Allmerica Financial Corporation, its subsidiaries and its/their
directors, officers and employees.
11. Non-Solicitation/Competition. You acknowledge and reaffirm that you have
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entered into a certain Compensation Agreement between the Company and
yourself, a copy of which Compensation Agreement is attached hereto as
Exhibit D (the "Compensation Agreement"). Pursuant to section 3 of the
Compensation Agreement, you have agreed not to recruit or solicit employees
or customers of the Company, all as more fully set forth in Section 3 of the
Compensation Agreement. You further acknowledge that the payments to be
made pursuant to paragraph 2 of this section entitled Severance Terms and
Conditions will satisfy any and all payment obligations which the Company
may have to you pursuant to section 3 of the Compensation Agreement, and
accordingly, the terms of section 3 of the Compensation Agreement shall
remain in full force and effect.
You also acknowledge and reaffirm that you have entered into a certain Non-
Solicitation Agreement with Allmerica Financial Corporation dated April 4,
1997 (a copy of that agreement is attached hereto as Exhibit E, the "Non-
Solicitation Agreement"). You hereby acknowledge and reaffirm that that Non-
Solicitation Agreement pursuant to its terms and conditions remains
Xxxxx X. Xxxxxx
September 25, 1997
Page 6
in full force and effect and that the payments you will receive under this
Agreement shall be additional consideration for the Non-Solicitation
Agreement. The Non-Solicitation Agreement would be effective for the two
year period following the termination of your employment.
To the extent, if any, that there is an inconsistency between the
Compensation Agreement and the Non-Solicitation Agreement, the more
restrictive provision concerning your solicitation shall be applicable.
You also agree for the period December 1, 1997 through November 30, 1998,
not to directly or indirectly, as an individual, sole proprietor, partner,
stockholder, officer, employee, director, joint venturer, investor, lender
or any other capacity whatsoever (other than as the holder of not more than
1% of the total outstanding stock of a publicly held company) engage in the
business of developing, producing, marketing, selling or servicing products
and/or services of the kind or type developed or being developed, produced,
marketed, sold or serviced by the Company while you were employed by the
Company. In addition you agree for the period December 1, 1997 through
November 30, 1998, not to accept employment with, provide consulting
services to or in any other capacity provide services directly or indirectly
to a competitor of the Company or any of its subsidiary or affiliated
companies without the prior written consent of the Company.
If any restriction set forth in this paragraph is found by any court of
competent jurisdiction to be unenforceable because it extends for too long a
period or over too great a range of activities, or in too broad a geographic
area, it shall be interpreted to extend only over the maximum period of
time, range of activities or geographic area as to which it may be
enforceable.
You agree and acknowledge that the restrictions contained in this section
are necessary for the protection of the business and good will of the
Company and its subsidiaries and affiliates and are considered by you to be
reasonable for such purpose.
12. Proprietary Information. You acknowledge that your position with the
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Company has been one of high trust and confidence and that in the course of
your services to the Company you have had access to and contact with
Proprietary Information. You agree not to disclose to others, or use for
your benefit or the benefit of others, any Proprietary Information. For
purposes of this Agreement, Proprietary Information shall mean confidential
information concerning the business, prospects and goodwill of the Company
and/or its subsidiaries and affiliates, including, by way of illustration
and not limitation, all information (whether or not patentable and whether
or not copyrightable) owned, possessed or used by the Company and/or its
subsidiaries and affiliates, including, without limitation, distribution
plans including plans or strategies to be used in the distribution of
products or services to banks or through banks or the distribution of
products or services through the so-called work site methods, vendor
information, customer/client information, potential clients or contacts,
trade secrets, reports, new product information, marketing or business
plans, unpublished financial information, budgetary/price/cost information
or agent, broker, employee or insured lists.
Xxxxx X. Xxxxxx
September 25, 1997
Page 7
13. Remedies. You acknowledge that any breach of the provisions of paragraph
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10, 11 and/or 12 of this section of the agreement entitled Severance Terms
and Conditions shall result in serious and irreparable injury to the Company
and/or its subsidiaries and affiliates for which the Company cannot be
adequately compensated by monetary damages alone. You agree, therefore,
that in addition to any other remedy which it may have, the Company shall be
entitled to specific performance of paragraph 10, 11 and/or 12 of this
section of the letter agreement by you and to seek both temporary and
permanent injunctive relief (to the extent permitted by law) without the
necessity of proving actual damages.
14. Advice of Counsel. You acknowledge that you have been advised by the
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Company to consult with an attorney prior to executing this letter agreement
and that you have been given at least twenty-one (21) days in which to
consider this agreement. You acknowledge that you were given a copy of this
agreement on September 6, 1997.
15. Revocation Period. Upon your execution of this letter agreement, you shall
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have seven days in which you may revoke this agreement. In addition, this
agreement will not become effective or enforceable until this revocation
period has elapsed.
16. Withholding. You acknowledge that any payments made pursuant to this
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agreement will be subject to appropriate federal and state withholding in
the year in which paid.
17. Arbitration. If any dispute shall arise between you and the Company with
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reference to the interpretation of this agreement or the rights of either
party with respect to any transaction under this letter agreement, the
dispute shall be referred to an arbitrator who is mutually acceptable to you
and the Company. If the parties are unable to agree upon a mutually
acceptable arbitrator, then the arbitrator shall be selected pursuant to the
Commercial Arbitration Rules of the American Arbitration Association.
The arbitration shall take place in the Commonwealth of Massachusetts and
the arbitration proceedings are to be governed by the rules of the American
Arbitration Association and the Massachusetts Arbitration Law. The decision
of the arbitrator shall be final and binding upon both you and the Company
and judgment upon the award rendered by the arbitrator may be entered into
any court having jurisdiction thereof.
The expense of the arbitrator and of the arbitration shall be paid by the
party who loses such arbitration. In the event the arbitrator determines
that neither party has lost the arbitration, the expense shall be paid
equally by you and the Company. Arbitration is the sole remedy for disputes
arising under this letter agreement.
18. Successors and Assigns. This letter agreement shall be binding upon you,
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your heirs, executors, administrators and assigns and upon the Company, its
successors and assigns.
Xxxxx X. Xxxxxx
September 25, 1997
Page 8
Independent Producer Terms and Conditions:
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1. You and the Company (and such subsidiaries and affiliates as are
appropriate) shall enter into agreements substantially in accordance with
the terms and conditions contained in Exhibits F and G attached hereto
(Exhibits F and G hereinafter collectively referred to as the "Independent
Producer Agreements").
2. Notwithstanding the terms and conditions set forth in the attached
Independent Producer Agreements, the Independent Producer Agreements that
will be signed by you and the Company shall contain the following terms and
conditions:
(a) For a period up to 12 months, the Company will provide you on a monthly
basis an allowance of $2,000 a month to reimburse you for the cost of
leasing office space of up to 1,000 square feet in Andover,
Massachusetts or other mutually agreeable location. In addition, the
Company will give to you your existing office and conference room
furniture. In addition, the Company will supply you with secretarial
furniture and related computer equipment. You may purchase the
secretarial furniture and related computer equipment at the end of the
12 month period for its then current fair market value. The Company will
also provide you a monthly allowance to reimburse you for leasing a copy
machine and a fax machine for a period of up to 12 months. However, in
no event shall the allowance for leasing such copy and fax machines
exceed $208 per month. In addition, the Company will provide you an
allowance of $4,000 per month for up to 12 months to hire a secretary or
other administrative assistant that you feel is appropriate.
(b) Xxxx X'Xxxxx, in his sole discretion, may terminate the Independent
Producer Agreements during the period December 1, 1997 through November
30, 1998. In the event these Agreements are terminated, all allowances
provided by the Company will terminate as of the first day of the month
succeeding such termination.
(c) The Company, in its sole discretion, may allow you to be a participating
employer in its group term and health plans as those plans relate to
general agents of the Company. However, if the Independent Producer
Agreements are terminated on or before November 30, 1998, the benefits
provided under this section shall also terminate as of the first day of
the month following such termination. In such an event you will still be
entitled to the COBRA benefits set forth in section 2 of the Severance
Terms and Conditions if such termination occurs prior to May 31, 1999.
(d) Due to the fact that the Independent Contractor Agreements are unique
and the services you will provide do not necessarily coincide with
services provided under existing sales arrangements that the Company may
have with agents and/or brokers, the commissions that
Xxxxx X. Xxxxxx
September 25, 1997
Page 9
would be payable to you may in many cases have to be negotiated on a
case by case basis. The Company will work with you to establish
commission rates. However, to the extent the standard commission rates
are not appropriate or applicable, you agree to negotiate with the
Company on a case by case basis commissions that may be due you from the
sale of various products and services.
(e) During the period December 1, 1997 to November 30, 1998, all business
that is generated by you must be presented to the Company. If the
Company decides not to accept such business, you agree not to place such
business with another company without the Company's prior written
approval. You agree that the Company may accept certain types or kinds
of business without accepting all business generated by you. For
example, if you sell a case involving P&C, 401(k) and EPLI coverage, the
Company may accept the P&C and 401(k) business without accepting the
EPLI coverage. For the period December 1, 1998 through November 30,
1999, any business that you write shall be first offered to the Company.
If the Company refuses to accept such business you may place such
business with other companies on the same terms and conditions as was
offered to the Company. For the period December 1, 1997 through November
30, 1998, any business that is generated by you and another person or
entity must be presented to the Company. If the Company decides not to
accept such business you may place such business with another company on
the same terms and conditions as offered to the Company. As set forth
above, the Company may accept certain types or kinds of business without
accepting all business generated by you and another person or entity.
(f) Your status under the Independent Producer Agreements shall be that of
an independent contractor and your compensation will only be in the form
of commissions.
(g) The Company's obligations as set forth in section 2(a) above shall in no
event extend beyond November 30, 1998. Any commitment for benefits after
November 30, 1998 is subject to future negotiation between you and the
Company.
(h) You and the Company agree to use your/its best efforts to enter into
Independent Producer Agreements containing the above terms and
conditions as soon as possible, but in no event later than November 30,
1997.
(i) You agree to give the Company at least 30 days notice in the event you
wish to terminate the Independent Produce Agreements. If the Company,
within a reasonable period of time, addresses the reasons you have given
for terminating the Independent Producer Agreements, you agree not to
terminate the Independent Producer Agreements.
Xxxxx X. Xxxxxx
September 25, 1997
Page 10
Very truly yours,
FIRST ALLMERICA FINANCIAL
LIFE INSURANCE COMPANY
By /s/ Xxxxx X. Xxxxxxxx
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Vice President
Accepted: / /97
I knowingly understand and voluntarily agree to, and accept the terms and
conditions set forth herein.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Date September 26, 1997
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This agreement shall not be effective or enforceable until seven days following
its execution and may be revoked by Xxxxx X. Xxxxxx prior to its effective date.
Exhibit A
Xxxx X. X'Xxxxx, President
First Allmerica Financial Life Insurance Company
000 Xxxxxxx Xxxxxx
Xxxxxxxxx XX 00000
Dear Xxxx:
I hereby resign, effective as of September 2, 1997, as Vice President of
Allmerica Financial Corporation. In addition, I also resign, effective
September 2, 1997, any other officer and/or director positions which I may hold
in any subsidiary or affiliate of Allmerica Financial Corporation, except for my
title as a Vice President of First Allmerica Financial Life Insurance Company.
Very truly yours,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Exhibit B
Xxxx X. X'Xxxxx, President
First Allmerica Financial Life Insurance Company
000 Xxxxxxx Xxxxxx
Xxxxxxxxx XX 00000
Dear Xxxx:
I hereby resign, effective as of November 30, 1997, as Vice President of First
Allmerica Financial Life Insurance Company.
Very truly yours,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Exhibit C
RELEASE
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In consideration of the payments to be made by First Allmerica Financial Life
Insurance Company ("the Company"), pursuant to the terms of a specific letter
agreement between the undersigned (as hereinafter defined) and the Company dated
September 25, 1997 (the "Letter Agreement") I, Xxxxx X. Xxxxxx, (the
"Undersigned"), hereby knowingly and voluntarily release the Company, Allmerica
Financial Corporation ("AFC"), its subsidiaries and affiliates, its and their
present and former officers, directors, employees, agents and their successors
and assigns (collectively "Releasees") from any and all liabilities, demands,
debts, damages, suits, covenants, agreements, contracts, benefits, promises,
claims, including, but not limited to, claims for payment under the Company's
1997 Short Term Incentive Compensation Plan, the third payment under the
Company's 1995 Long Term Incentive Compensation Plan, the second and third
payments under the Company's 1996 Long Term Incentive Compensation Plan, and the
first, second and third payments under the Company's 1997 Long Term Incentive
Compensation Plan, and the right to all options issued to the undersigned under
the AFC Plan, and the right to the Match Shares (as defined in the Restricted
Stock Agreement) and claims arising under Title VII of the Civil Rights Act of
1964, as amended, including, but not limited to, any and all claims which the
undersigned may have for age, race or sex discrimination and rights or claims
arising under the Age Discrimination in Employment Act, the Fair Labor Standards
Act, the Americans With Disabilities Act, the Family and Medical Leave Act and
claims, if any, for wrongful termination or any claim arising out of or in any
way relating to the undersigned's employment with the Company.
THE FOREGOING MEANS THAT BY SIGNING THIS RELEASE THE UNDERSIGNED WILL HAVE
WAIVED ANY RIGHT THE UNDERSIGNED HAS TO BRING A LAWSUIT OR MAKE A LEGAL CLAIM
AGAINST ALLMERICA FINANCIAL CORPORATION, THE COMPANY OR ANY OF THE RELEASEES UP
TO THE SIGNING OF THIS RELEASE, AND THAT THE UNDERSIGNED WILL HAVE RELEASED THE
RELEASEES OF ANY AND ALL CLAIMS OF ANY NATURE ARISING ON OR BEFORE THE SIGNING
OF THIS RELEASE.
In addition, this Release does not waive any rights or claims that arise after
the date this Release is executed. There is specially excluded from this
Release the undersigned's right to enforce the provisions of the Letter
Agreement.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Date:
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