AGREEMENT AND GENERAL RELEASE
This Agreement and General Release (hereinafter "Agreement") is entered
into this 18th day of June, 1999, in the County of Maricopa, State of Arizona,
among MicroAge, Inc., a Delaware corporation ("MicroAge"), and Xxxx X. Xxxx
("Executive").
RECITALS
WHEREAS, Executive is currently serving as the Secretary of MicroAge and
President of MicroAge Enterprises, Inc.;
WHEREFORE, the parties have agreed that it is in their respective best
interests to amicably resolve all matters relative to Executive's employment
with MicroAge and separation therefrom pursuant to the following terms and
conditions:
I.
MicroAge covenants and agrees to provide Executive with the severance
benefits specified in paragraphs 1-14 on Exhibit A attached hereto (the
"Severance Benefits") and the additional benefits specified in paragraphs 15-23
on Exhibit A attached hereto (the "Additional Benefits"). The parties
acknowledge and agree that the Severance Benefits provided to Executive as set
forth on Exhibit A are provided pursuant to the Amended and Restated Employment
Agreement, dated as of November 4, 1996, by and between MicroAge and Executive
(the "Employment Agreement"). The parties agree that MicroAge will make no
payments of Additional Benefits hereunder until Executive signs and returns the
"Non-Revocation" form attached hereto as Exhibit B.
Executive's separation from employment with MicroAge will be effective as
of November 1, 1999 (the "Separation Date").
Executive hereby acknowledges receipt of an advanced payments in the amount
of Seventy Thousand Dollars ($70,000), less applicable taxes on June 1, 1999,
and Thirty Two Thousand Eight Hundred Thirty Five and 32/100 ($32,835.32), less
applicable taxes, on June 3, 1999. Such advance payment amounts will be deducted
from the payments Executive receives on the Payment Date (as defined below) in
accordance with his Severance Benefits.
It is expressly understood and agreed that, other than the severance
benefits being provided to Executive pursuant to this Agreement, neither
MicroAge nor any of its affiliates is otherwise indebted to Executive for any
other damages, wages, benefits, or reimbursements.
II.
In exchange for the promises set forth in Paragraph I above, Executive does
hereby forever release, discharge, cancel, waive, and acquit, for himself and
for his marital community, heirs, executors, administrators and assigns,
MicroAge and any and all of its affiliates, subsidiaries, corporate parents,
agents, officers, owners, employees, attorneys, successors and assigns, of and
from any and all rights, claims, demands, causes of action, obligations,
damages, penalties, fees, costs, expenses, and liability of any nature
whatsoever which Executive has, had or may hereafter have against them or any of
them, arising out of, or by reason of any cause, matter, or thing whatsoever
existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE
PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT. This FULL WAIVER OF
ALL CLAIMS includes, without limitation, attorney's fees, any claims, demands,
or causes of action arising out of, or relating in any manner whatsoever to, the
employment and/or termination of the employment of Executive, such as, BUT NOT
LIMITED TO, any charge, claim, lawsuit or other proceeding arising under the
Civil Rights Act of 1866, 1964, Title VII as amended by the Civil Rights Act of
1991, the Americans with Disabilities Act, the Age Discrimination in Employment
Act (ADEA), the Labor Management Relations Act, the Employee Retirement Income
Security Act, the Consolidated Omnibus Budget Reconciliation Act, the Fair Labor
Standards Act, the Arizona Civil Rights Act, Xxxxxxx'x Compensation Claims, or
any other federal, state, or local statute. Executive further covenants and
agrees not to institute, nor cause to be instituted, any legal proceeding,
including filing any claim or complaint with any government agency alleging any
violations of law or public policy, against MicroAge and/or any and all of their
affiliates, subsidiaries, corporate parents, agents, officers, owners,
employees, successors and assigns premised upon any legal theory or claim
whatsoever, including without limitation, contract, tort, wrongful discharge,
personal injury, interference with contract, defamation, negligence, infliction
of emotional distress, fraud, or deceit, except to enforce the terms of this
Agreement.
III.
Executive acknowledges that he is a participant in the MicroAge, Inc.
Executive Supplemental Savings Plan (the "ESSP") and the Supplemental Executive
Retirement Plan of MicroAge, Inc. (the "SERP" and together with the ESSP, the
"Plans"). Executive agrees that he is fully aware of his rights and entitlements
under the Plans. Executive acknowledges that he is entitled to receive
non-qualified deferred compensation benefits equal to his account balance under
the ESSP (which as of January 31, 1999 was $38,911.13). He also acknowledges
that he is entitled to receive a benefit under the SERP which is currently being
calculated pursuant to the formula set forth in the SERP. The amounts due
Executive under the ESSP and the SERP (the "Benefits") are payable within a
reasonable time following the Separation Date. Executive understands that, at
Executive's request, the Compensation Committee is willing to credit him with
additional Benefit Accrual Service (as such term is defined in the SERP), so
that as of his Separation Date he will have a total of four (4) years of Benefit
Accrual Service under the SERP, which will result in an increase in the benefit
payable to Executive under the SERP. Executive further understands that, at
Executive's request, the Compensation Committee is willing to accelerate the
payment of the Benefits to May 31, 1999, or as soon thereafter as is reasonably
practicable, as opposed to the Separation Date. The Compensation Committee has
taken appropriate action to authorize the acceleration of the payment of the
Benefits and the increase in the Benefit Accrual Service credited to Executive
under the SERP.
In exchange for the early payments under the Plans and for the increase in
his Benefit Accrual Service as set forth above, Executive does hereby forever
release, discharge, cancel, waive, and acquit, for himself and for his marital
community, heirs, executors, administrators and assigns, MicroAge and any and
all of its affiliates, subsidiaries, corporate parents, agents, officers,
-2-
owners, employees, attorneys, successors and assigns, of and from any and all
rights, claims, demands, causes of action, obligations, damages, penalties,
fees, costs, expenses, and liability of any nature whatsoever which Executive
has, had or may hereafter have against them or any of them, arising out of his
participation in the ESSP or the SERP, the accrual or payment of benefits under
the ESSP or the SERP, or the termination of the Executive's participation in
either the ESSP or the SERP, WHETHER KNOWN TO THE PARTIES AT THE TIME OF
EXECUTION OF THIS AGREEMENT OR NOT.
IV.
The parties and their respective attorneys agree to hold in strict
confidence the terms and conditions of this Agreement. The parties covenant and
agree that neither they nor their attorneys will, either directly or through any
other person, agent or representative, discuss publicly or privately the nature
or content of this Agreement with any non-party to this Agreement, except as to
either party's accountants, any state tax department or the federal Internal
Revenue Service, or any other state or federal official in response to a
legitimate inquiry.
V.
Executive, by his execution of this Agreement, avows that the following
statements are true:
A. That he has been given the opportunity and has in fact read this entire
Agreement, that it is in plain language, and has had all questions regarding its
meaning answered to his satisfaction;
B. That he has been advised to seek independent advice and/or counsel of
his choosing and that he has been given the full opportunity to seek such advice
and/or counsel;
C. That he fully understands the contents of this Agreement and understands
that it is a FULL WAIVER OF ALL CLAIMS, including arbitration claims and awards,
against Executive, including any rights under the ADEA and as to ADEA claims is
not a waiver of future claims;
D. That this FULL WAIVER OF ALL CLAIMS is given in return for valuable
consideration, as provided under the terms of this Agreement;
E. That he enters into this Agreement knowingly and voluntarily in exchange
for the promises referenced in this Agreement and that no other representations
have been made to him to induce or influence his execution of this Agreement.
Executive has been given at least twenty-one (21) days within which to consider
this Agreement before signing and seven (7) days following his execution of the
Agreement to revoke this Agreement. The Agreement shall not become effective or
enforceable until the foregoing revocation period has expired and Executive has
signed and returned the "Non-Revocation" form attached hereto as Exhibit B; and
F. That he understands his continuing obligations under the Employment
Agreement, including but not limited to his obligations (a) to maintain the
confidentiality of Confidential Information (ss. 5.1 of the Employment
Agreement), and (b) not to compete with MicroAge or its affiliates for a
-3-
twenty-four month period (ss. 5.9 of the Employment Agreement). Without limiting
the generality of Executive's non-competition obligations, during the
Non-Competition Period (as defined in Section 5.9(a) of the Employment
Agreement) Executive agrees that Executive will not, either within or outside of
the Business territory (as defined in Section 5.9(a) of the Employment
Agreement), act as an agent, representative, consultant, officer, director,
member, independent contractor, or employee of Arrow Electronics, Inc.; Avnet,
Inc.; Cambridge Research Associates, Inc.; CHS Electronics, Inc.; Compaq
Computer Corporation; CompuCom Systems, Inc.; CompUSA, Inc.; En Pointe
Technologies, Inc.; Entex Information Services; GE Capital; Ikon Office
Solutions, Inc.; Inacom Corp; Xxxxxx Micro, Inc.; Merisel, Inc.; Xxxxxxx
Computer Resources, Inc.; Sarcom; Tech Data Corporation; Xerox Connect; or any
Affiliates or successors of the foregoing.
VI.
The parties confirm their continuing obligations under Section 5.10 of the
Employment Agreement, which provides as follows:
During the term of this Agreement and the Non-Competition Period, neither
Executive nor the Company shall disparage the other, and neither shall
disclose to any third party the conditions of Executive's employment with
the Company except as may be required (i) pursuant to applicable law or
regulations, including the rules and regulations of the Securities and
Exchange Commission, (ii) to effectuate the provisions of employee plans or
programs and insurance policies, or (iii) as may be otherwise contemplated
herein or unless such information becomes publicly available without fault
of the party making such disclosure.
VII.
Notwithstanding anything contained in Section 5.9 of the Employment
Agreement or Article V.F of this Agreement (the "Noncompetition Agreement"), or
in the amendments to the Split-Dollar Agreements (as defined in Exhibit A,
paragraph 8), or paragraphs 8 and 17 of Exhibit A, in the event MicroAge
defaults in the payment or maintenance of medical or dental benefits specified
in paragraphs 4 and 16 of Exhibit A, split-dollar benefits specified in
paragraphs 8 and 17, or disability benefits specified in paragraphs 9 and 18 of
Exhibit A ("MicroAge Default"), Executive will be released from his obligations
under the Noncompetition Agreement and MicroAge will transfer the split-dollar
Policies (as such term is defined in each Split-Dollar Agreement) to Executive
and will release Executive from any and all obligations to reimburse MicroAge
for premiums paid on the Policies.
In the event of a MicroAge Default, Executive must give written notice of
the MicroAge Default ("Notice") to MicroAge. MicroAge shall have fifteen (15)
days to cure the such default ("Cure Period") after Notice is received. If
MicroAge fails to cure the MicroAge Default within the Cure Period, Executive
has the option to either (a) be relieved of his obligations under the
Noncompetition Agreement and to receive the Policies and be released from any
and all obligations to reimburse MicroAge for premiums paid on the Policies (the
"Noncompete and Split-Dollar Release") or (b) to pursue available legal remedies
against MicroAge for the MicroAge Default. In order to elect the Noncompete and
Split-Dollar Release, Executive must give MicroAge written notice of such
-4-
election within fifteen (15) days after the end of the Cure Period. If Executive
elects the Noncompete and Split-Dollar Release, the Noncompetition Agreement
will be terminated, and MicroAge will be released from its obligations to
provide medical, dental, split-dollar or disability benefits to Executive, the
MicroAge Default will be deemed to have been cured, and Executive will have no
right to pursue any claims against MicroAge or any of its affiliates as a result
of the MicroAge Default. In the event Executive elects a Noncompete and
Split-Dollar Release, such release shall be deemed to be an amendment to the
Employment Agreement and MicroAge and Executive will enter into any necessary
amendments to the Split-Dollar Agreements to effectuate the terms of this
Article VII.
VIII.
This Agreement shall be governed in all respects, whether as to validity,
construction, capacity, performance, or otherwise, by the laws of the State of
Arizona, and no action involving this Agreement may be brought except in the
Superior Court for the State of Arizona or the Federal District Court for the
District of Arizona.
IX.
If any provision of this Agreement or the application thereof is held to be
invalid, void, or unenforceable for whatever reason, the remaining provisions
not so declared shall nevertheless continue in full force and effect without
being impaired in any manner whatsoever.
X.
This Agreement constitutes the sole and entire Agreement between the
parties hereto, and supersedes any and all understandings and agreements made
prior hereto, other than the Employment Agreement. There are no collateral
understandings, representations, or agreements other than those contained herein
or in the Employment Agreement. It is understood and agreed that the execution
of this Agreement by MicroAge is not an admission of liability on their parts to
Executive, but is an agreement to put to rest any claim of any kind whatsoever
relating to the employment relationship or otherwise, except that the parties
may enforce their respective rights under the Employment Agreement to the extent
they are not inconsistent with this Agreement. IN WITNESS WHEREOF, the
undersigned parties have signed this Agreement on the date indicated herein.
CAUTION! THIS IS A RELEASE! READ BEFORE SIGNING!
MICROAGE, INC. XXXX X. XXXX
By: /s/ Xxxxx X. Xxxxxx /s/ Xxxx X. Xxxx
------------------- ----------------
Its: Executive Vice President
Chief Financial Officer
Date: June 18, 1999 Date: June 18, 0000
-0-
XXXXXXXXXXXX
XXXXX XX XXXXXXX )
) ss.
County of Yavapai )
On this 18th day of June, 1999, before me, the undersigned Notary Public,
personally appeared Xxxx X. Xxxx, known to me to be the person whose name is
subscribed to the within instrument, and acknowledged that he executed the same
for the purpose therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxx Xxxxxxxxx
----------------------------------------
Notary Public
My Commission Expires March 29, 2002
--------------
-6-
EXHIBIT A
SEVERANCE BENEFITS
1. LUMP SUM PAYMENTS. Promptly following MicroAge's receipt of the
Non-Revocation form attached hereto as Exhibit B (such date hereinafter referred
to as the "Payment Date"), MicroAge will pay Executive a lump payment of
$1,066,002 which is equal to three (3) times the sum of (1) his base salary in
effect immediately prior to his termination ($325,000) plus, (2) the average of
the Annual Bonuses paid to him for the three (3) fiscal years immediately
preceding fiscal year 2000 ($30,334).
2. ACCRUED VACATION DAYS. As of June 1, 1999, Executive has 141 unused
accrued vacation days (the "Accrued Vacation Days"). MicroAge will reimburse
Executive for such unused accrued vacation days in an amount equal to
Executive's current annual base salary ($325,000) multiplied by a fraction, the
numerator of which is the number of unused accrued vacation days (141), and the
denominator of which is 260. On the Payment Date, MicroAge will pay Executive
One Hundred Seventy Six Thousand Two Hundred and Fifty Dollars ($176,250) for
these accrued unused vacation days. No vacation days will accrue after May 31,
1999.
3. REIMBURSABLE EXPENSES. MicroAge will, in accordance with standard
policies, reimburse Executive for all reasonable travel and other expenses
incurred by Executive prior to the Separation Date and submitted for
reimbursement within seven (7) days of the Separation Date.
4. MEDICAL AND DENTAL PLANS. Executive is entitled to continue coverage
under the medical and dental plans in which Executive was entitled to
participate as a full-time employee immediately prior to the Separation Date in
accordance with the standard COBRA rules. Executive's coverage will continue for
up to twenty-four (24) months after the Separation Date (until November 1,
2001), subject to the limitations noted below, rather than the standard 18
months provided by COBRA. In addition, until the first to occur of Executive's
attainment of alternative employment or November 1, 2001, (i) MicroAge will
contribute towards the monthly premium payments in an amount equal to the
contribution that MicroAge would have made had Executive continued as an active
MicroAge associate; and (ii) Executive will pay the balance of the premiums. In
the event Executive obtains alternative employment prior to November 1, 2001,
and subject to Paragraph 16, MicroAge will no longer contribute to the premium
cost and Executive will be required to pay the full premium in order to continue
medical and/or dental benefits starting on the first day of Executive's
employment by an alternative employer. The period of continued coverage provided
by this paragraph will apply towards Executive's allowed 18 months of COBRA
coverage.
5. 401(K) PLAN. Executive participates in the MicroAge Retirement Savings
Plan (the "401(k) Plan"). Executive has received information regarding his
-7-
options under the 401(k) Plan. Any questions regarding the 401(k) Plan should be
directed to Xxxxxxxx Xxxxxxx at 366-2287. As of the Separation Date, no
additional contributions will be made to the 401(k) Plan.
6. ESSP. Pursuant to Paragraph III of this Agreement, Executive will
receive as soon as practicable following the Payment Date, the account balance
under the ESSP which was valued at $38,911.13 as of January 31, 1999. There will
be no amounts transferred from the ESSP into the 401(k) Plan for fiscal year
1999, since all amounts previously deferred by Executive will be distributed to
him. Executive will be ineligible to make additional contributions to the ESSP
as of May 31, 1999.
7. SERP. Pursuant to Paragraph III of this Agreement, on the Payment Date
or as soon thereafter as is reasonably practicable, Executive will receive a
lump sum SERP payment which is currently being calculated pursuant to the
formula set forth in the SERP.
8. SPLIT-DOLLAR INSURANCE AGREEMENT. Executive and MicroAge entered into
two Split-Dollar Insurance Agreements, dated as of December 24, 1992 and January
27, 1997 (the "Split-Dollar Agreements"). Subject to Paragraph 17, and
notwithstanding anything contained in the Split-Dollar Agreements to the
contrary, MicroAge will cause the Split-Dollar Agreements to remain in full
force and effect and will continue to make the premium payments that become due
until the first to occur of (a) Executive's attainment of alternative employment
or (b) November 1, 2001 (the "Termination Date"). For purposes of the
Split-Dollar Agreements, Executive will be deemed to have terminated from
employment on the earlier of his death or the Termination Date. MicroAge and
Executive will enter into an amendment to the Split-Dollar Agreements to
effectuate the terms of this Paragraph 8. The rights and obligations of
Executive and MicroAge then will be determined pursuant to the terms of the
Split-Dollar Agreements, as amended.
9. DISABILITY INSURANCE. Executive currently has disability insurance
pursuant to separate policies: (1) the UNUM Group Disability Policy (the "Group
Policy") and (2) two UNUM Individual Disability Policies (the "Individual
Policies"). The Group Policy will terminate as of the Separation Date. Subject
to Paragraph 18, MicroAge will cause the Individual Policies to remain in full
force and effect until the Termination Date.
10. STOCK OPTIONS. During Executive's employment Executive was granted the
following stock options:
A. Pursuant to a Letter Award dated June 15, 1994 ("Letter Award")
under the 1989 Stock Option Plan, Executive was granted the option to
purchase a total of 40,000 shares of MicroAge common stock, par value $.01
per share at an exercise price of $10.42 per share. As of the Separation
Date, Executive has 40,000 unexercised vested options. In accordance with
the terms of the Letter Award, all options thereunder expire on July 13,
1999 and will not be extended pursuant to Paragraph 15.
B. Pursuant to the 1994 Stock Option Grant Letter dated as of December
13, 1995 (the "1995 Grant Letter") Executive was granted the option to
-8-
purchase a total of 10,000 shares of MicroAge common stock, par value $.01
per share at an exercise price of $8.75 per share. As of the Separation
Date, Executive has 6,000 unexercised vested options. In accordance with
the terms of the 1995 Grant Letter, all options thereunder terminate on the
Separation Date.
C. Pursuant to the 1994 Long-Term Incentive Plan Incentive Stock
Option Award dated as of December 4, 1996 (the "1996 Letter") Executive was
granted the option to purchase a total of 5,000 shares of MicroAge common
stock, par value $.01 per share at an exercise price of $24.00 per share.
As of the Separation Date, Executive has 2,000 unexercised vested options.
In accordance with the terms of the 1996 Letter, all options thereunder
will terminate on the Separation Date.
11. MANAGEMENT EQUITY PROGRAMS. Pursuant to the 1994 Management Equity
Program Award Agreement dated December 9, 1993 (the "1994 MEP Agreement"),
Executive received 125,638 options as a result of his election to restructure
his compensation package by reducing his fiscal year 1994, 1995, and 1996
compensation. In accordance with the terms of the 1994 MEP Agreement, on the
Separation Date, Executive will have 83,760 vested options. Following the
Separation Date, Executive's options will continue to vest under the vesting
schedule set forth in Section 6 of the 1994 MEP Agreement.
12. DEMAND REGISTRATION RIGHTS. Section 4.3(j) of the Employment Agreement
grants Executive the rights to registration under the Securities Act of 1933, as
amended, of his shares of Common Stock. MicroAge is under certain obligations in
the event Executive exercises his demand registration rights during the 2 years
following his termination of employment. In order for Executive to exercise his
demand registration rights, he must request that at least 50,000 shares be
registered.
13. TERMINATION PUT. Pursuant to Section 4.3(k) of the Employment
Agreement, in the event of Executive's death during the six (6) months following
his Separation Date, his estate, his spouse at the date of his death and his
children and trusts (the "Designated Beneficiaries") have the option (the
"Termination Put") to sell to MicroAge within 180 days of the date of his death,
the shares owned by such Designated Beneficiaries. A Designated Beneficiary has
this option only if the Designated Beneficiaries together own more than 50,000
shares of Common Stock of MicroAge.
14. EXCISE TAX PAYMENT. Pursuant to Section 4.5 of the Employment
Agreement, if any payment made to Executive pursuant to the Employment Agreement
is subject to an excise tax imposed by Code Section 4999 (including any interest
or penalties incurred by Executive relating to such excise tax), MicroAge will
make an additional payment to Executive in an amount equal to such excise tax.
15. EXTENSION OF OPTIONS. MicroAge will request that the Compensation
Committee allow the options granted in Paragraph 10 sections B and C, to
continue to vest as if Executive's employment continued until November 1, 2000,
and to extend the exercise period of all such options for twelve (12) months
after the Separation Date (November 1, 2000).
-9-
16. HEALTH BENEFITS. Notwithstanding anything contained in Paragraph 4,
MicroAge will cease making contributions to the monthly premium payments for
Executive's medical and dental coverage upon Executive's attainment of
alternative employment unless (i) Executive notifies MicroAge in writing that
the benefits offered by the alternative employer for similarly situated
executives are less favorable than those available under the MicroAge policies
and MicroAge, in the exercise of good faith business judgment, concurs, and (ii)
Executive waives any right to receive any medical and/or dental benefits from
the alternative employer during the time MicroAge is providing such benefits.
This Paragraph 16 shall constitute an amendment to the Employment Agreement.
17. EXTENSION OF SPLIT-DOLLAR AGREEMENTS. Notwithstanding anything
contained in Paragraph 8, MicroAge will cease making premium payments that
become due pursuant to the Split-Dollar Agreements upon Executive's attainment
of alternative employment unless (i) Executive notifies MicroAge in writing that
the split-dollar benefits offered by the alternative employer for similarly
situated executives are less favorable than those available under the MicroAge
policies and MicroAge, in the exercise of good faith business judgment, concurs,
and (ii) Executive waives any right to receive any split-dollar benefits from
the alternative employer during the time MicroAge is providing such benefits.
18. DISABILITY BENEFITS. Notwithstanding anything contained in Paragraph 9,
MicroAge will cease making the premium payments to maintain Executive's
Individual Policies upon Executive's attainment of alternative employment unless
Executive notifies MicroAge in writing that the disability benefits offered by
the alternative employer for similarly situated executives are less favorable
than those available under the MicroAge policies and MicroAge, in the exercise
of good faith business judgment, concurs. This Paragraph 18 shall constitute an
amendment to the Employment Agreement.
19. PRODUCT PURCHASE BENEFITS. Executive may purchase the cellular phone,
palm top, personal computer and docking station Executive has been using during
his employment with MicroAge at a price equal to their depreciated book values.
If Executive elects to purchase such items, Executive will contact Xxxxxxx X.
XxXxxxxx on or before the Separation Date.
20. EMPLOYMENT REFERENCE. MicroAge agrees to provide a reference and reason
for Executive's separation that is consistent with a statement that will be
mutually agreed to by MicroAge and Executive.
21. FUTURE EMPLOYMENT. ASU has proposed an Executive In Residence position
for Executive beginning on August 1, 1999 for a one-year period. This position
will not be considered alternative employment for purposes of continuing health
benefits under this Agreement.
22. MICROAGE CO-FOUNDER. MicroAge acknowledges that Executive may use the
term "MicroAge Co-Founder" in whatever context Executive deems appropriate.
23. TELEPHONE LINE AND E-MAIL ADDRESS. Executive will be entitled to
maintain his MicroAge telephone number (000-0000) and e-mail address
(xxxxx@xxxxxxxx.xxx) for a period of two (2) years following the Separation
Date.
-10-
EXHIBIT B
NON-REVOCATION
AS OF THE DATE SHOWN ON THIS FORM
By signing below, I hereby verify that I have chosen not to revoke my
agreement to, and execution of, the Agreement and General Release. My signature
confirms my renewed agreement to the terms of that Agreement, including the
release and waiver of any and all claims relating to my employment with the
Employer and its successors, assigns, and affiliated companies, and/or the
termination of that employment.
I hereby acknowledge that the payments made pursuant to Paragraphs 1, 2, 6
and 7 of Exhibit A are being accelerated and therefore constitute Additional
Benefits under the Agreement.
/s/ Xxxx X. Xxxx June 30, 1999
---------------- -------------
Xxxx X. Xxxx* Date
*Do not sign, date, or return this document until eight (8) days after you sign
the Agreement and General Release. The signed and dated document should be
returned to Xxxxxxx X. Xxxxxx, Xxxxx & Xxxxxx L.L.P., Xxx Xxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000.
-11-
VERIFICATION
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this ____ day of __________, 1999, before me, the undersigned
Notary Public, personally appeared Xxxx X. Xxxx, known to me to be the person
whose name is subscribed to the within instrument, and acknowledged that he
executed the same for the purpose therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------------------
Notary Public
My Commission Expires ______________
-12-
