Exhibit 10.19
SEVERANCE/RETENTION AGREEMENT AND GENERAL RELEASE
BETWEEN
X. X. XXXXXX HOLDINGS, INC.
AND
XXX XXXXXXX
This offer of retention and severance benefits is being presented to
you as an employee of X. X. Xxxxxx Holdings, Inc., and its subsidiaries,
affiliates and related entities ("EWB"), in conjunction with the termination of
your employment. To receive the retention/severance package you must agree to
the following by signing this Retention Agreement and General Release on the
last page effective on your last day of employment with EWB. You and EWB agree
that the last day of your employment shall be March 31, 2001. You must remain
employed by EWB until March 31, 2001 to receive this retention/severance
package. EWB agrees to employ you through that date, unless there are grounds
for termination for cause. EWB also agrees not to withdraw this offer of
severance benefits prior to March 31, 2001.
EWB agrees to provide to you the following package: EWB will pay you a
total of One million six hundred fifty-seven thousand five hundred dollars
($1,657,500), less all applicable federal, state, and local deductions, and
other applicable withholdings. In the event of your death, this amount will be
paid to your estate.
You agree to release and discharge EWB (which for purposes of this
General Release includes any division, parent, subsidiary or firm affiliated
with EWB, including its affiliated entities, their past, present, and future
employees, agents, directors, officers, successors, and assigns) from any and
all claims, of any kind, whether known or unknown, relating to or arising out of
your employment and the ending of your employment, that you now have or ever had
against it as of the date you sign this General Release. You should understand
that to the full extent provided by law, among the claims you are releasing are
those for additional pay, bonuses, incentives, compensation, damages or benefits
of any kind and any claims relating to or arising out of your employment and the
ending of your employment. The claims you are releasing also include ones
arising under any federal, state, or local laws, including those for race,
color, national origin, religion, sex, age, disability, or any other type of
discrimination, whether under Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the
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Older Workers Benefit Protection Act, the Age Discrimination in Employment Act
of 1967, the Employee Retirement Income Security Program Act, or any other
federal, state, or local statutes or common law theories. In addition, you agree
not to xxx EWB, not to file any claims against EWB with any local, state, or
federal agency, and not to accept any relief you may be aware of from them. You
agree that, if you file such a claim or suit, you will pay all costs and
expenses of defense incurred by EWB, including but not limited to reasonable
attorney's fees. EWB acknowledges that the above release of claims does not
apply to any claims which you may have by virtue of being a shareholder of EWB.
Nothing in this General Release will affect any insurance claims,
workers' compensation, or other administrative proceeding filed prior to the
date of this General Release. Further, this release will not affect any state
unemployment compensation benefits you may be entitled to as a result of ending
your employment with EWB.
You agree that you are the sole owner of the claims you are releasing
and that you have not assigned or transferred any of them.
You agree the existence of the terms of this General Release and this
Release itself will be kept confidential by you and will not be disclosed by you
to anyone except your immediate family, your attorney, and your accountant, and
that if any of the terms of this letter are held to be invalid, at EWB's option,
the remainder shall not be effected.
You agree to cooperate and assist in responding to reasonable requests
by EWB with respect to matters on which you had involvement prior to the
termination of your employment. EWB agrees to reimburse you for reasonable
out-of-pocket expenses associated with that assistance and cooperation.
You agree that this General Release constitutes the entire agreement
between you and EWB and that no one at EWB has the authority to change or modify
it except in writing signed by both you and an authorized representative of EWB.
You also agree that you have not relied on any promises or representations other
than those contained in this letter. For these reasons it
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is important that you read this letter carefully before you sign it. EWB
encourages you to consult with an attorney of your choice before you sign.
Providing this special package is not an admission of any liability on
the part of EWB in connection with any matter related to or arising out of your
employment and the ending of your employment.
You will have up to twenty-one days after you receive this General
Release to sign it. You will also have seven days after the date you sign this
letter to change your mind and revoke your decision. If you do not change your
mind, you will receive the severance pay described on page 1 of this agreement
on March 31, 2001, or after the seven day revocation period has expired,
whichever is later. If you do change your mind and want to revoke your decision,
you must give written notice to Xxxxxx X'Xxxxx at EWB so that it is received no
later than the eighth day after the date you signed.
After carefully reading the terms set forth above, I agree and
acknowledge that I understand each one and willingly and voluntarily accept and
agree to them by signing below.
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Xxx Xxxxxxx Date
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X. X. Xxxxxx Holdings, Inc. Date
By:
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Its:
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