Exhibit 10(b)
January 29, 2004
Mr. X. Xxxx Xxxxx
(address intentionally omitted)
Dear Xxxx,
This letter reflects our mutual agreement regarding your leaving employment with
ADVO, Inc. We have agreed as follows:
1. If you sign and return this Agreement, you will be entitled to the
following severance benefits.
- You will be retained on the active payroll through February 29, 2004
to provide any transitional services as requested by ADVO, Inc.
- Your inactive pay status shall begin on March 1, 2004 and continue
until February 28, 2005, unless you find other employment. During
this period, medical, dental and life insurance will continue. All
other fringe benefits will cease as of March 1, 2004.
- In accordance with plan provisions, you will not be eligible for
bonus for fiscal 2004 or for any subsequent years.
- You will no longer be eligible to receive any grants of options. You
will continue to vest all stock options already granted, according
to their terms, as long as you remain on inactive pay status. After
you leave such status, you will no longer vest any options and you
will have three (3) months within which to exercise any vested
options.
2. If you obtain employment during your inactive pay status, you are
required to notify ADVO, Inc. immediately. At such time, you will be
paid in a lump sum payment the balance of the amounts unpaid under
paragraph 1 above, less necessary withholdings. All benefits shall
cease at that time.
3. At the end of the transitional period, you will return to ADVO, Inc.
company credit cards, and all other company property in your
possession.
4. After your inactive pay status ends, ADVO, Inc. will not contest on the
basis of termination, any application which you make for unemployment
compensation at the appropriate agency as long as all other aspects of
the application are accurate.
5. Soon after your inactive pay period, you will receive notification of
your right under COBRA legislation to elect continuation of group
coverage under the
Company's medical and/or dental plans. You will have up to thirty-one
(31) days to convert your group basic and universal life insurance to
an individual policy basis. You will receive the written COBRA notice
from the Corporate Benefits Department. Please direct any questions
about details regarding these privileges to them at (000) 000-0000.
6. In consideration for the extra benefits and payments described in this
letter, which are in addition to those to which you are contractually
entitled, you hereby release, and forever discharge ADVO, Inc., its
subsidiaries and affiliated corporations, and all of their past,
present, and future directors, officers, agents, employees, and
stockholders, and their respective successors, assigns, and legal
representatives, of and from all claims of any kind, known or unknown,
which you now have or ever had against them or any of them, including,
without limitation claims relating to your employment by them or any of
them and claims relating to the cessation of that employment,
including, by way of example only, claims for wrongful discharge,
breach of contract or other common law claims, or under any Federal,
State or local statute or regulation including, but not limited to,
Title VII of the Civil Rights Act of 1964 as Amended, 42 U.S.C. 2000e
et. seq.; the Employee Retirement Income Security Act of 1974
("ERISA"), 29 U.S.C. 1001 et. seq.; the Age Discrimination in
Employment Act as amended: 29 U.S.C. 621 et seq. and the Civil Rights
Act of 1991, and any claims for attorney's fees, expenses, or costs of
litigation. However, this release shall not apply to any claims arising
after the date of your signing of this letter, nor shall it apply to
any claims by you to enforce the provisions of this letter.
7. Also in consideration for the extra benefits and payments described in
this letter, you promise not to disparage or otherwise reflect
negatively upon the Company, its personnel or its business practices.
You also promise not to disclose the terms of this agreement to any
other person or entity except for the tax authorities, and your
immediately family, accountants and attorneys, each of whom you will
advise of the confidential nature of this Agreement. Any violation of
this provision shall be a material breach of this agreement and will be
grounds for its unilateral termination by the Company.
8. ADVO agrees not to disparage or reflect negatively upon you and your
service with ADVO. All job reference requests should be directed to
Xxxx Xxxxxx or Xx Xxxxxxx, and all responses shall be positive.
9. This agreement supersedes all other agreements or understandings,
written or oral that you have with ADVO.
10. You acknowledge that you have read this agreement carefully and fully
understand its terms. BY THIS LETTER, YOU ARE BEING ADVISED TO SEEK
COUNSEL AND, BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE HAD THE
OPPORTUNITY TO DO SO, AND ARE EXECUTING THIS AGREEMENT VOLUNTARILY AND
KNOWINGLY.
11. Please signify your acceptance of this agreement by signing and
returning a copy to me. You have up to twenty-one (21) days to sign
this agreement and return it
to me. Thereafter, you may revoke your acceptance by sending me notice
in writing within seven (7) days after you sign this letter. This
letter will become a legally binding document only if the seven (7) day
revocation period passes and you have not revoked your agreement as
described in the preceding sentence.
I will serve as your point of contact regarding all provisions of this
agreement, including without limitation, medical benefits and expenses to assure
timely and prompt payment to you.
If you have any questions about this letter, please discuss them with me
promptly.
Sincerely,
/s/ XXXXX XXXXXXX
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Xxxxx X. Xxxxxxx
Agreed and accepted this
29 of January, 2004
/s/ X. XXXX XXXXX
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X. Xxxx Xxxxx
