Exhibit 10.8
TERMINATION AGREEMENT
This Termination Agreement ("Agreement") between Xxxxxxx Enterprises,
Inc., a Louisiana corporation (the "Company"), and Xxxxxx X. Xxxxxxx, III
("Henican") is dated and effective as of November 15, 1999, (the "Effective
Date").
W I T N E S S E T H:
WHEREAS, Henican and the Company entered into an employment agreement
(the "Employment Agreement") dated as of August 1, 1995 and amended as of
October 31, 1998, pursuant to which, among other things, the Company
agreed to make certain payments and provide certain benefits to Henican in
the event that he terminated his employment with the Company for Good
Reason (as that term is defined in Article III, paragraph 4 of the
Employment Agreement);
WHEREAS, Henican wishes to resign from his position as Chief Executive
Officer of the Company and terminate his employment for Good Reason,
effective November 15,1999;
WHEREAS, Henican also wishes to resign from the Board of Directors of
the Company, effective November 15, 1999;
WHEREAS, the Company wishes to accept such resignations and
termination; and
WHEREAS, the Company has agreed that Henican shall receive all
termination benefits provided for in the Employment Agreement in the case
of a resignation for Good Reason, as well as certain additional benefits
provided for in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and intending to be legally bound, the parties
agree as follows:
1. RESIGNATION AND ACCEPTANCE OF RESIGNATION. Henican hereby
resigns from his position as Chief Executive Officer of the Company and
from the Board of Directors of the Company and terminates his employment
for Good Reason. Henican also hereby resigns from each position he holds
as a director and/or officer of any subsidiary of the Company. The Company
hereby accepts such resignations and acknowledges that the resignation from
the position of Chief Executive Officer of the Company and termination of
employment is for Good Reason, as such term is defined in the Employment
Agreement. Each of the foregoing resignations is effective as of the
Effective Date.
2. WAIVER OF NOTICE REQUIREMENT. The Company waives its right to
require strict compliance with the notice requirements of Article III,
Paragraph 7 of the Employment Agreement.
3. OTHER COMPENSATION AND BENEFITS. The Company shall provide
Henican the following compensation and benefits in addition to those
provided for under the Employment Agreement in the case of termination of
employment for Good Reason (including without limitation Article IV,
Paragraph 3(a)):
(a) Through the close of business on the second anniversary of the
Effective Date (I.E., November 15, 2001) the Company shall provide to
Henican and his eligible dependents the same insurance benefits as
were provided to him immediately prior to the Effective Date, subject
only to such changes, if any, as are applicable to the Company's most
senior executives generally. Henican agrees to comply with any
reasonable request of the Company for his assistance in assuring the
eligibility of Henican and his dependents to receive such benefits.
(b) On or before December 31, 1999, the Company shall pay Henican in
cash the incentive bonus earned by him for the fiscal year ended
October 31, 1999, which amount is agreed to be $35,467.
(c) Henican shall be entitled to make whatever disposition of his
401(k) account as is authorized by the Company's 401(k) Plan. The
Company hereby represents and warrants to Henican that he is fully
vested in all contributions to the 401(k) Plan made by him or by the
Company for his account.
(d) The Company hereby conveys to Henican ownership of the IBM
ThinkPad 600 notebook computer and accompanying printer previously
provided to him by the Company. Henican agrees to maintain the
confidentiality of all proprietary information and/or Confidential
Information (as defined in the Employment Agreement) that may exist in
the computer's memory, hard drive or similar hardware.
4. EFFECT ON EMPLOYMENT AGREEMENT. Except as modified hereby, the
Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
XXXXXXX ENTERPRISES, INC.
By: /S/ XXXXX X. XXXXXXX, XX.
-------------------------------------
Xxxxx X. Xxxxxxx, Xx.
Chairman of the Board
/S/ XXXXXX X. XXXXXXX, III
-------------------------------------
Xxxxxx X. Xxxxxxx, III
