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EXHIBIT 10.25
CONFIDENTIAL RESIGNATION AGREEMENT
This Confidential Resignation Agreement ("Agreement") is entered into
by and between Xxxxx X. Xxxxx, ("Xxxxx") and FATS, Inc. ("FATS"), Xxxxx'x
employer, on this 19th day of March, 1999.
WHEREAS, Xxxxx and FATS desire to enter into an agreement that sets
forth the terms and conditions of Xxxxx'x resignation of employment.
NOW, THEREFORE, in consideration of the mutual promises and
agreements contained herein, the adequacy and sufficiency of which are hereby
acknowledged, and FATS agree as follows:
1. Xxxxx'x full-time duties as Chief Financial Officer for FATS ended on
March 19, 1999 (the "Active Severance Date").
2. Xxxxx shall continue to be employed by FATS through September 10, 1999 or
until Xxxxx commences full-time employment with another employer, whichever is
earlier (the "Final Severance Date"). During the period between the Active
Severance Date and the Final Severance Date, Xxxxx agrees that he will make
himself available to answer questions and to provide consultation to FATS on
matters in which he was involved prior to the Active Severance Date. FATS
agrees that it will schedule such communications with Xxxxx at such times and
under such circumstances that will not unreasonably interfere with Xxxxx'x
future employment or his efforts to obtain employment with another employer.
Xxxxx'x employment with FATS will cease for all purposes on the Final Severance
Date.
3. Effective as of the Active Severance Date, Xxxxx shall resign from his
position as an officer of FATS and all related entities, including Firearms
Training Systems, Inc.
4. FATS will pay Xxxxx his current bi-weekly salary of $4,038.47 (to be
reduced by any part-time earnings received by Xxxxx during the period between
the Active Severance Date and the Final Severance Date), less withholding for
income and employment taxes to the extent required by law, through the Final
Severance Date. Such payments will be made to Xxxxx on FATS' regularly
scheduled pay dates.
5. Xxxxx shall be entitled to continue to participate in FATS' established
employee benefit plans and programs through the Final Severance Date on the
same terms and conditions as comparable executive-level FATS employees.
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Following the Final Severance Date, Xxxxx shall have the right to continue to
participate in the FATS group health plan, at his own expense, in accordance
with, and to the extent provided by, part 6 of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). The Company may
extend the employee benefit plans and programs participation for as many as six
(6) months following the Final Severance Date on request of Xxxxx.
6. Xxxxx has earned vacation benefits under FATS' established vacation
policy through his Active Severance Date. He will not earn any further vacation
benefits during the period between his Active Severance Date and the Final
Severance Date. Xxxxx shall be paid for any earned but unused vacation benefits
that he may have as of the Active Severance Date on the first FATS pay date
following his Active Severance Date.
7. x. Xxxxx, on his own behalf and on behalf of anyone claiming through
him, hereby agrees and promises not to xxx, file an administrative claim, or
otherwise initiate any legal proceeding against, and further agrees to release
and discharge FATS and its parents, owners, divisions, subsidiaries,
partnerships, affiliates and/or other related entities, including the entities
described in the Prospectus for Firearms Training Systems, Inc. dated November
26, 1996 as the "Centre Entities," and each of these entities' past, present,
and future trustees, fiduciaries, shareholders, administrators, directors,
officers, agents, partners, members, employees, attorneys, and the
predecessors, successors, and assigns of each of them (hereinafter collectively
referred to as the "Released Parties") with respect to any and all claims,
rights, or causes of action that Xxxxx now has, has ever had, or may ever have,
whether currently known or unknown, against any of the Released Parties arising
from any act or omission of any nature or kind from the beginning of time
through the date Xxxxx executes this Agreement including, but not limited to,
claims, rights, or causes of action related in any way to Xxxxx'x employment,
hiring, conditions of employment, or termination from employment in accordance
with the terms of this Agreement, and including, but not limited to, any
claims, rights, or causes of action arising under any federal, state, or local
law, regulation, or ordinance or the common law including, but not limited to,
Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of
1991, the Americans with Disabilities Act, ERISA, and the Family and Medical
Leave Act of 1993. Xxxxx represents and warrants that he has not filed or
initiated any legal, equitable, administrative, or other proceeding against any
of the Released Parties and that no such proceedings have
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been initiated against any of the Released Parties on his behalf. Xxxxx will
not cause or encourage any legal, equitable, administrative or other proceeding
to be maintained or instituted against any of the Released Parties for the
claims released hereunder, and he will not participate in any manner in any
such proceedings against any of the Released Parties, except as required by
law, and except for any claim for unemployment benefits as described above.
Indemnity will continue for Xxxxx for acts on behalf of FATS while employed in
accordance with entitlements consistent with by-laws of the Certificate of the
Corporation.
b. Notwithstanding the provisions of paragraph 7(a) of this Agreement,
nothing herein is intended to release, discharge, or extinguish any rights that
Xxxxx may have under the Firearms Training Systems, Inc. 401(k) Profit Sharing
Plan, in accordance with the terms of such plan.
8. Xxxxx represents and warrants that he is the sole owner of the actual or
alleged claims, rights, causes of action, and other matters that are released
herein; that the same have not been transferred or assigned or caused to be
transferred or assigned to any other person, firm, corporation or other legal
entity; and that he has the full right and power to grant, execute and deliver
the releases, undertakings, and agreements contained herein.
9. Xxxxx agrees that he has no present or future right to employment with
the Released Parties, except as specifically described above, and that he will
not apply or seek consideration for any employment, engagement, or contract
with the Released Parties, unless requested to do so by any of the said
Released Parties.
10. Xxxxx agrees and acknowledges that he continues to be bound by the terms
and conditions contained in the Agreement that he entered into with FATS on
March 3, 1997 (the "Non-Compete Agreement"), a copy of which is attached hereto
as Exhibit. The Non-Compete Agreement is hereby incorporated herein, subject to
the following modifications:
a. Paragraph 1(b) is amended to read as follows:
"Termination Date" - the Final Severance Date defined in the
Confidential Resignation Agreement, dated March 18, 1999, between
Employee and FATS.
b. Paragraph 4 is amended to read as follows:
Solicitation of Customers. During Employment and for three years
after the Termination Date,
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Employee will not solicit Customers for the purpose of providing
Services or for the purpose of selling products identical to or
reasonably substitutable for FATS Products.
c. Paragraph 5 is amended to read as follows:
Solicitation of FATS Employees. During employment and for three years
after the Termination Date, Employee will not solicit for employment
with another Person anyone who is or was, anytime during the year
preceding the Termination Date, a FATS employee.
d. Paragraph 6 is amended to read as follows:
Limitations on Post-Termination Competition. During employment and
for three years after the Termination Date, Employee will not provide
Services within the Territory to any Person selling products
identical to or reasonably substitutable for FATS Products.
e. Paragraph 9 is amended to read as follows:
Future Employment Opportunities. At any time before, and for three
years after, the Termination Date, Employee shall provide any
prospective employer with a copy of this Agreement, and upon
accepting any employment with another Person, provide FATS with the
employer's name and a description of the services Employee will
provide.
11. Xxxxx agrees that, on or before the Final Severance Date, he will submit
any claims for reimbursement of business expenses actually incurred by
him. FATS will reimburse Xxxxx for such expenses in accordance with FATS'
policy on reimbursement for business expenses. Xxxxx agrees that FATS
will have no obligation to reimburse him for any expenses that are not
submitted to FATS on or prior to the Final Severance Date.
12. Xxxxx agrees that he will not disclose the existence or terms of this
Agreement to any third parties with the exception of his accountants,
attorneys, spouse, future employers, and FATS employees with a need to
know, each of whom shall be bound by this confidentiality provision, or
as may be required to comply with legal process. Xxxxx understands and
agrees that this promise of confidentiality is a material inducement to
FATS to enter into this Agreement.
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13. Nothing in this Agreement is intended to or shall be construed as an
admission by FATS or any of the other Released Parties that it has
violated any law, interfered with any right, breached any obligation, or
otherwise engaged in any improper or illegal conduct with respect to
Xxxxx or otherwise, and the Released Parties expressly deny any such
illegal or wrongful conduct.
14. In the event the CEO of FATS determines, in his reasonable discretion,
that Xxxxx has breached or failed to comply with any of his obligations
under this Agreement or under the Non-Competition Agreement, as amended
herein, at any time during the three-year period commencing on the Final
Severance Date (the "Compliance Period"), then FATS, in addition to any
other remedies that it may have either in law or in equity, may declare
that Xxxxx is not in compliance with this Agreement. In such an event
FATS shall have no further obligations under this Agreement. However,
Xxxxx'x duties and obligations under this Agreement and the Non-Compete
Agreement, as amended herein, shall continue in full force and effect.
15. This Agreement embodies the entire agreement and understanding of the
parties hereto with regard to the matters described herein. This
Agreement shall inure to the benefit of FATS and its successors and
assignees, and shall be binding upon Xxxxx and Xxxxx'x heirs,
administrators, executors, and personal representatives.
16. This Agreement shall be construed and interpreted in accordance with the
laws of the State of Georgia. Only courts in the State of Georgia shall
have jurisdiction over any controversy or claim arising under or related
to this Agreement. Each party irrevocable (a) consents to the
jurisdiction and venue of the courts of the State of Georgia, including
federal courts in Georgia, in any action arising under or relating to
this Agreement, and (b) waives any jurisdictional defenses (including
personal jurisdiction and venue) to any such action.
17. This Agreement may be modified only in writing, and any party's failure
to enforce this Agreement in the event of one or more events that violate
this Agreement shall not constitute a waiver of any right to enforce this
Agreement against subsequent violations.
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This Agreement may be executed in two counterparts each of which shall be
deemed an original and both of which together shall constitute one and the same
instrument.
FATS, INC.
By:
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Xxxxx X. Xxxxxx
Its: President
XXXXX X. XXXXX
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