Exhibit 10.34
Letter Agreement, dated February 2, 1999, from Memry Corporation to Xxxxx X.
Xxxxx.
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February 2, 1999
Xx. Xxxxx X. Xxxxx
0 Xxxxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Dear Xxx:
It is with regret we are having to advise you of your separation from
employment with the Memry Corporation. Below, please find information relating
to your severance package:
Accumulated Vacation/Sick Time (days):
-------------------------------------
Vacation Sick
-------- ----
Balance through Jan. 31, 1998 +27.67 +10.00
SUMMARY:
27.67 Vacation Days
10.00 Sick Days
-----
37.67 Days = $23,180.61
Severance:
---------
26 Weeks Severance
This amount will be paid over
the next twenty-six weeks in
accordance with our normal
policy = $80,000.05
----------
Remuneration to You $103,180.66
Out Placement Fee:
-----------------
Engagement of professional out
placement services offered and
paid for by Memry = $ 7,000.00
----------
Complete severance package $110,180.66
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We will continue medical and dental insurance for you and your family for
the term of your twenty-six (26) week disengagement period or until you become
covered under an alternative plan, as provided elsewhere.
As a reminder, you have various stock options you may elect to exercise
within ninety (90) days from the date hereof. Below please find necessary
information:
Option Number
Option Date Price of Options Exercisable
----------- ------ ---------- -----------
July 1, 1996 $1.59 20,000 13,333
Dec. 5, 1996 $1.78 25,000 16,666
June 1, 1998 $4.00 28,000 -0-
Also, as you know, you currently have a 401(K) account through Memry
Corporation's 401(K) Plan. You may elect to remove these funds and place them
in another "entity" which would accept these monies (an XXX type account at a
financial and/or insurance institution or another 401(K) plan which accepts
rollovers).
In addition to encouraging you to take full advantage of services provided
by Xxxxxxx Xxxxx, Ph.D. of Skyline Consulting International, we are willing to
continue payment for assistance you may find helpful from Xxxxx Xxxxxxxx'x High
Performance workshops. With regard to Xxxxx Xxxxxxxx, we will consider funding
up to another $1,000.00 if you feel his continuance would be helpful.
Xxx, we have a sincere desire to have this change remain amicable. To this
end, we believe we have structured your disengagement package in a constructive
manner, maximizing opportunities for helping you in the months ahead. On a
personal level, both Xxx and I will make ourselves available to assist you in
any appropriate way and we truly look forward to having such opportunity.
Additional "housekeeping" necessitates our asking you to return your
company credit cards, all keys to company property/offices and files and any
company computer or other equipment in your possession. Perhaps you should
contact me tomorrow so we can arrange for you to collect any personal belongings
remaining at the office.
Xxx joins with me in wishing you the best of luck in your future endeavors.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Senior Vice President & C.O.O.
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