Exhibit 10.29
CONFIDENTIAL RETIREMENT AGREEMENT
AND GENERAL RELEASE OF CLAIMS
1. This Agreement is between Xxxxxx X. Xxxxx ("Employee") and TAB
Products Co., and shall be effective on the eighth day following its execution
by Employee (the "Effective Date"). Employee was employed by TAB Products Co.
(the "Company") on or about January 27, 1997. Employee was employed pursuant to
an Employment Agreement dated as of January 27, 1997, as amended by an Addendum
to Employment Agreement (collectively, the Employment Agreement and the Addendum
to Employment Agreement are hereinafter referred to as the "Employment
Agreement"). Employee has now decided to retire from his employment with the
Company.
2. Employee hereby resigns from his employment with the Company
effective as of July 11, 2000 (the "Resignation Date"). Employee also hereby
resigns from his positions as an officer and director of the Company and from
all positions he holds as an officer and director of any Company subsidiary, as
of the Resignation Date.
3. The Company shall provide Employee with:
(a) the severance payments and benefits described in section 5(b)
of Employee's Employment Agreement (including an amount equal to two years'
pay at Employee's final base salary rate, an amount equal to two years' of
Employee's target bonus at the target bonus rate, which payments shall be
paid in a lump sum within five business days following the Effective Date; and
(b) in the event that, prior to the two year anniversary of the
Effective Date: (a) Employee has not obtained alternative health insurance;
and (b) Employee's eligibility to continue to participate in the Company's
group health insurance policy under COBRA has expired, then the Company will
obtain alternative health insurance for Employee at the Company's expense,
such coverage to remain in effect until the two year anniversary of the
Effective Date.
Employee when this Agreement becomes effective. Subject to the foregoing
sentence, Employee acknowledges and agrees that he has been paid all wages and
accrued, unused vacation that Employee earned during his employment with the
Company. Employee understands and acknowledges that he shall not be entitled to
any payments or benefits from the Company other than those expressly set forth
in the first sentence of this paragraph.
4. Employee and his successors release the Company and its
shareholders, investors, directors, officers, employees, agents, attorneys,
legal successors and assigns of and from any and all claims, actions and causes
of action, whether now known or unknown, which Employee now has, or at any other
time had, or shall or may have against the released parties based upon or
arising out of any matter, cause, fact, thing, act or omission whatsoever
occurring or existing at any time up to and including the Effective Date,
including, but not limited to, any claims of breach of contract, wrongful
termination, fraud, defamation, infliction of emotional distress or national
origin, race, age, sex, sexual orientation, disability or other discrimination
or harassment under the Civil Rights
Act of 1964, the Age Discrimination In Employment Act of 1967, the Americans
With Disabilities Act, the Fair Employment and Housing Act or any other
applicable law.
5. Employee acknowledges that he has read section 1542 of the Civil
Code of the State of California, which states in full:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have
materially affected his settlement with the debtor.
Employee waives any rights that he has or may have under section 1542 to the
full extent that he may lawfully waive such rights pertaining to this general
release of claims, and affirms that he is releasing all known and unknown claims
that he has or may have against the parties listed above.
6. Employee acknowledges and agrees that he shall continue to be bound
by and comply with the terms of any proprietary rights or confidentiality
agreements between the Company and Employee.
7. Employee agrees that for a period of 12 months following the
Resignation Date, he will not, on behalf of himself or any other person or
entity, directly or indirectly solicit any employee of the Company to terminate
his or her employment with the Company.
8. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior negotiations
and agreements, whether written or oral, with the exception of any agreements
described in paragraph 6. This Agreement may not be modified or amended except
by a document signed by an authorized officer of the Company and Employee.
EMPLOYEE UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING
THIS AGREEMENT AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE
PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EMPLOYEE FURTHER UNDERSTANDS
THAT HE MAY HAVE UP TO 21 DAYS TO CONSIDER THIS AGREEMENT, THAT HE MAY REVOKE IT
AT ANY TIME DURING THE 7 DAYS AFTER HE SIGNS IT, AND THAT IT SHALL NOT BECOME
EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED. EMPLOYEE ACKNOWLEDGES THAT HE IS
SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE
SEVERANCE BENEFITS DESCRIBED IN PARAGRAPH 3.
Dated: ,2000
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Xxxxxx X. Xxxxx
Dated: ,2000 TAB PRODUCTS, CO.
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By:
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