Exhibit 10(e)(xvii)
SETTLEMENT AGREEMENT
This Settlement Agreement is made and entered as of the 18th day of
February, 1997 by and between Xxxxxx Greetings, Inc. ("Corporation") and
Xxxxxxxx X. Xxxxxxx ("Executive").
WHEREAS, Corporation and Executive entered into an Employment Agreement
dated April 1, 1993, and
WHEREAS, Executive's employment terminated on June 15, 1996, pursuant to
the provisions of Paragraph 6(d) of said Employment Agreement, and
WHEREAS, the parties desire to settle all claims relating to Executive's
termination and the Employment Agreement,
NOW, THEREFORE, the parties agree as follows:
1.The Corporation shall continue Executive's base salary through March
31, 1998 at the rate of $38,333.34 per month subject to customary
withholdings. In the event of Executive's death prior to March 31,
1998, payment of said base salary shall be continued for six full
calendar months after death through March, 1998, whichever occurs
first; payments in the case of Executive's death shall be made to
Executive's widow or if deceased to Executive's estate.
2.The Corporation forthwith shall pay to Executive the sum of $200,000.00
plus the sum of $34,045.00 for a total of $234,045.00 and both of which
are subject to customary withholdings. In partial consideration for
this payment, the Executive's participation in all benefit and payment
plans of the Corporation, except to the extent specified in Paragraphs
4, 5, 6, and 8 and including, without limitation, incentive
compensation, vacation, social club memberships, Pritikin,
reimbursement for reasonable business expenses, automobile (except as
provided in Paragraph 3), estate planning and financial planning,
outplacement services, and any and all other benefits available for
management level employees is terminated forthwith with no further
payments or reimbursements of any sort to be paid to Executive.
3.The Executive, within 30 days from the date hereof, shall be entitled
to purchase the automobile currently provided to him by the Corporation
for the sum of $1.00.
4.The Corporation shall continue through March 31, 1998 Executive's
coverage under medical and health benefit plans of the Corporation (as
in effect from time to time for management employees) plus the special
supplementary plan currently in effect for Executive. In the event of
Executive's death prior to March 31, 1998, coverage under this
Paragraph 4 shall be continued for Executive's widow through said March
31, 1998.
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5.The Corporation shall pay the $42,000 premium due in 1997 on
Executive's $1,000,000 life insurance policy and shall pay $10,500 of
the payment due on said life insurance policy in 1998 provided this
obligation shall cease in the event of Executive's death.
6.The Corporation's contributions to the Corporation's Retirement Income
Plan, Makeup Plan, 401(k) match amount, and S.E.R.P. Plan for and on
behalf of Executive or substitute arrangements previously discussed
with Executive shall be continued through March 31, 1998 or until
Executive's death, whichever first occurs. Executive, at his cost, may
continue to participate until March 31, 1998 in the Corporation's
Voluntary Accidental Insurance Plan.
7.The Executive by this Agreement hereby resigns, effective immediately,
as a member of the Board of Directors of Xxxxxx Greetings, Inc.
8.The Executive hereby waives and releases the Corporation from any and
all claims, demands and causes of action which Executive has or may
have against the Corporation and including, without limitation, claims,
demands and causes of action arising out of his employment by the
Corporation or out of the Employment Agreement set forth above
(specifically including as example claims to options and "golden
parachute" rights) and also including, but not limited to, any and all
actions for breach of contract, express or implied, wrongful
termination in violation of public policy, and all other claims for
wrongful termination and constructive discharge, and all other tort
claims including, but not limited to, intentional or negligent
infliction of emotional distress, negligence, negligent investigation,
negligent hiring or retention, defamation, intentional or negligent
misrepresentation, fraud, and any and all claims arising under any
statute, including but not limited to, the Ohio Fair Employment
Practice Act, Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967,
the Older Workers Benefit Protection Act, the Fair Labor Standards Act,
Employee Retirement and Income Security Act, Americans with
Disabilities Act, 42 USC Section 1981, Family and Medical Leave Act,
U.S. and Ohio Constitutions, and any and all other laws and regulations
relating to employment termination, employment discrimination or other
retaliation, wages, hours, benefits, stock options, compensation, and
any and all claims for attorneys' fees and costs, but excepting from
this release any and all rights to reimbursement and indemnification to
which Executive may be entitled as an officer or director of the
Corporation and which are uniformly applicable to officers and/or
directors. Executive shall reasonably cooperate with Corporation in
connection with any and all legal matters in which the Corporation is
involved or in which the Executive is involved as a result of his
service as an officer or director. Corporation acknowledges that such
reimbursement rights include legal fee payments and reasonable expenses
in conjunction with shareholder litigation currently pending in the
Federal District Court for the Southern District of Ohio, or in
connection with any other litigation falling within the reimbursement
indemnification rights set forth above.
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9.The Employment Agreement dated April 1, 1993 be and it hereby is
terminated effectively immediately without further liability of either
party thereunder with the exception that Paragraph 8, Noncompetition,
shall remain in full force and effect to June 15, 1998 provided such
Paragraph 8 shall not be applicable to Executive's employment by a
non-greeting card company.
10.This Agreement contains the entire agreement of the parties with
respect to Executive's employment by the Corporation and supersedes any
prior or simultaneous agreements between them, whether oral or written.
11.This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Ohio.
12.This Agreement shall be binding upon and inure to the benefit of and
shall be enforceable by and against the Corporation, its successors and
assigns, and against the Executive, his heirs, beneficiaries, and legal
representatives.
13.Executive acknowledges that he has had the opportunity to consult with
an attorney prior to signing this Agreement, and that he has been
advised and understands that he has twenty-one (21) days in which to
consider whether he should sign this Agreement, and he further
understands that he has seven (7) days following the date upon which he
signs this Agreement to revoke it and that this Agreement will not
become effective until after the seven-day period has elapsed.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.
XXXXXX GREETINGS, INC. ("Corporation")
BY:/s/ Xxxxx X'Xxxxxxx
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Date of Execution: 2/18/97
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/s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx ("Executive")
Date of Execution: February 18, 1997
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