EXHIBIT 10.6
March 31, 1997
Xxxxxxx X. XxxXxxxxx
Xxxxxx Products Ltd.
000 XxXxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Dear Xxxx:
This letter sets forth our discussions regarding your separation of
employment from Xxxxxx Products Ltd. and its subsidiaries (collectively, the
"Company") and represents the entire agreement between you and the Company with
respect to any and all severance benefits to which you are entitled from the
Company. This agreement incorporates the terms and provisions of the Special
Severance/Retention Plan for Executive officers, dated March 30, 1994 (the
"Plan"), including the modifications/enhancements dated April 13, 1994, which
shall be incorporated herein by reference.
1. In consideration of the benefits set forth herein, you agree to
forfeit your right to any and all payments and benefits under the terms of the
Plan. Notwithstanding the preceding sentence, except as specifically provided
herein to the contrary, you shall be entitled to the benefits set forth in
Section 3.3(c) (including the modifications/enhancements to the Plan dated April
13, 1994) and Article 5 of the Plan. In addition, the terms and provisions of
Articles 4, 6, 7, 8, and 9 (with the exception of sections 9.4 and 9.8) of the
Plan shall apply for the purposes of this Agreement. In lieu of the payment to
which you would be entitled under Article 5 of the Plan, the Company will make
to you a cash payment of $19,750 in two equal installments of $9,875 on each of
June 30, 1997 and January 3, 1998.
2. Monday, March 31, 1997 shall serve as your date of notice under the
Plan. The effective date of your termination will be Friday, May 30, 1997.
3. Effective March 31, 1997 you are being placed on paid leave at your
current bi-weekly rate of pay. During such leave, you will have no authority to
act for or on behalf of the Company. Notwithstanding the foregoing, you agree to
make yourself available to consult with the Company as needed. Outplacement
services are being made available to you effective immediately, and you are free
to begin to seek new employment or to pursue other self interests.
Xxxxxxx X. XxxXxxxxx
March 31, 1997
Page 2
4. The Company will continue to pay you on a bi-weekly basis through
May 30, 1997. You will receive your final regular paycheck on June 6, 1997. The
total balance of your Deferred Compensation Account will be paid to you on June
20, 1997.
5. On May 30, 1997 you will become eligible for certain severance
payouts which shall be determined according to section 3.3(a) of the Plan
(including the modification/enhancement to the Plan dated April 13, 1994). You
and the Company agree that the amount payable to you hereunder is $543,043,
which amount shall be paid to you in two equal installments of $271,521.50 on
each of June 30, 1997 and January 3, 1998. This amount is inclusive of the
amount of vacation payable to you in respect of Section 3.3(c) of the Plan and
referred to in the second sentence of paragraph 1 above.
6. Short-term and long-term disability coverage, and participation if
any in the Company's 401(k) plan, and Deferred Compensation plan, will terminate
on Friday, May 30, 1997.
7. The Company also agrees to provide you with an additional lump sum
payment of $68,658.00, which will be paid to you in two equal installments of
$34,329 on each of June 30, 1997 and January 3, 1998.
8. In consideration of the agreements contained in paragraphs 1, 3 and
7 above you agree as follows:
(a) You will not directly or indirectly use, attempt to use, disclose,
or otherwise make known to any person or entity any knowledge or
information, including without limitation, lists of customers or
suppliers, trade secrets, know-how, inventions, discoveries, and
processes, as well as any data and records pertaining thereto, which you
may have acquired in the course of your employment; or any knowledge or
information of a confidential nature (including all unpublished matters)
relating to, without limitation, the business, properties, accounting,
books and records, trade secrets, or memoranda of the Company or its
affiliates, unless the Company agrees in advance in writing to allow you
to do so.
(b) You agree that you will not disparage, either orally or in writing,
the company or its Officers, Directors and employees, and that you will
not in any way assist, aid or participate in the pursuit of any
investigations, claims or charges brought against or with respect to the
Company or its Officers, Directors and employees, except in response to
a lawfully issued subpoena.
Xxxxxxx X. XxxXxxxxx
March 31, 1997
Page 3
(c) With the exception of obligations set forth in this letter and the
fulfillment of same by the Company, you hereby waive and release the
Company, its successors and assigns, their Officers, Directors, and
employees from all liabilities, obligations, damages, claims, causes of
action and demands, whatsoever, and agree not to xxx or file any claim
against the Company or the Company's successors or assigns, their
Officers, Directors, and employees which you now have or hereafter can,
shall or may have, including but not limited to any claims or rights
under federal, state or local laws prohibiting age (including but not
limited to all claims or rights arising under any statutes, including
but not limited to the Age Discrimination in Employment Act), race, sex,
national origin, religion, or other forms of discrimination, any common
law contract, tort or other claims. In the waiver of your rights arising
under the Age Discrimination in Employment Act, it is understood that
you are not waiving any right that arises after this agreement is
executed.
9. In the event of inquiry from prospective employers, the Company will
respond to such reference inquiries and will refrain from making negative
comments about you or your performance.
10. You agree that you have read this agreement carefully, and that you
were given a period of at least 21 days from its date of issuance in which to
execute this agreement, and that you understand you also may revoke this
agreement at any time during a seven-day period following the date of execution
in which case this agreement will have no force and effect.
11. You are advised to consult with an attorney prior to executing this
agreement, and you acknowledge you have been given a reasonable opportunity to
do so.
XXXXXX PRODUCTS LTD.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President and Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Xxxxxxx X. XxxXxxxxx March 31, 1997
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Xxxxxxx X. XxxXxxxxx Date
