SPECIAL RELEASE AND SETTLEMENT AGREEMENT
This Special Release and Settlement Agreement (the "Agreement") is made and
entered into this 28th day of February, 1997 by and between Xxxxxx X. Xxxxxxxx,
an individual residing at XxxXxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000
("Employee") and IBAH, Inc., a Delaware corporation with a principal place of
business at Four Valley Square, 000 Xxxxxxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxxxx
00000 ("IBAH").
WHEREAS, Employee has been an executive employee of IBAH pursuant to an
Employment Agreement, dated October 1, 1996 (the "Employment Agreement") by and
between Employee and IBAH; and
WHEREAS, Employee and IBAH have decided to terminate the Employment
Agreement, to resolve all issues surrounding the Employment Agreement and to
enter into this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, AND INTENDING TO BE LEGALLY BOUND,
Employee and IBAH agree as follows:
1. For a period of one year from the date of this Agreement, IBAH shall
continue to pay Employee's salary, as defined in the Employment Agreement, and
continue to cover Employee with group health insurance, life insurance and
disability benefits pursuant to the same terms and conditions offered to other
employees of IBAH.
2. Section 7 of the Employment Agreement is incorporated into and made a part
of this Agreement with the understanding that the term of the Non-Competition
Period, as defined in the Employment Agreement, shall be for two years from the
date of this Agreement.
3. During the Non-Competition Period, Employee shall not directly or indirectly
solicit any employee or consultant of IBAH to terminate or reduce their
employment or consultancy with IBAH. Employee further agrees not to communicate
in any manner, directly or indirectly, with any employee or consultant of IBAH
regarding any aspect of the business or clients of IBAH during the Non-
Competition Period.
4. Employee shall not be renominated for a position on the Board of Directors
of IBAH when her current term expires in June 1997. IBAH shall not change or
amend the provision of the By-laws indemnifying directors of IBAH up to the
limits of the law unless such change or amendment shall apply to all directors
as a group.
5. In the event that either party elects to terminate the lease (the "Lease")
dated June 2, 1992 among Xxxxxxx Xxxxxxxx, Employee and IBAH for a condominium
located at Xxxx 0X, 000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx, the party
terminating the Lease will give the other party three months written notice to
terminate the Lease and such notice shall be deemed sufficient notice to
terminate under the Lease.
6. Except in connection with litigation or threatened litigation between the
parties to this Agreement, Employee agrees not to take any action or make any
statement, orally or in writing, which disparages or damages the reputation of
IBAH or any of its affiliates, officers, directors, employees, consultants,
agents, shareholders or representatives. It shall not be a violation of this
Agreement, however, for Employee to respond truthfully to a subpoena or to a
request for information from any governmental agency or as may be required by
any law, statute, or administrative regulation.
Except in connection with litigation or threatened litigation between the
parties to this Agreement, IBAH agrees not to take any action or make any
statement, orally or in writing, which disparages or damages the reputation of
Employee. It shall not be a violation of this Agreement, however, for IBAH to
respond truthfully to a subpoena or to a request for information from any
governmental agency or as may be required by any law, statute, or administrative
regulation.
Employee's departure from IBAH will be announced by posting of the notice
attached hereto as Exhibit A.
7. Employee shall be entitled to keep only the following property of IBAH: desk
chair in Employee's former office, one printer, laptop computer and fax machine
kept at Employee's home, and one cellular telephone. Except for the equipment
listed in this Section, Employee represents and warrants to IBAH that she has
assembled and turned over to an authorized representative of IBAH all IBAH or
IBAH client property, programs, documents and notes, whether in electronic or
paper form and including all copies thereof.
8. The Employment Agreement is hereby terminated, effective the date of this
Agreement. No duties or obligations from the Employment Agreement shall survive
the termination of the Employment Agreement except those obligations
specifically set forth in this Agreement and those in Sections 8, 9,10 and 11 of
the Employment Agreement which are hereby incorporated into and made a part of
this Agreement and shall apply to any breach of this Agreement, provided
however, that IBAH's obligation to defend and indemnify under Section 11 applies
only to third party claims.
9. Modifications to this Agreement may only be made with the written agreement
of both parties.
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10. In consideration for entering into this Agreement, consideration which
Employee hereby acknowledges, Employee does hereby release and forever discharge
IBAH and its present and former subsidiaries, affiliates, divisions, officers,
directors, partners, principals, employees, agents, predecessors, assigns,
servants, attorneys and insurers and each of them, and their respective
successors, assigns, heirs, administrators and personal representatives of and
from all actions and causes of action, suits, claims, debts and demands
whatsoever in law or equity, which Employee may have or claim to have against
IBAH as a result of her employment under the employment Agreement or separation
from employment, and does hereby covenant not to file a lawsuit to assert such
claims. Employee is not being asked to, and does not release, any claim which
is nonwaivable as a matter of law.
By this release, Employee knowingly and voluntarily waives any rights under
any and all laws which provide legal restrictions on IBAH's right to terminate
the Employment Agreement and/or the Employment relationship with Employee, and
under any federal, state, or other governmental statute, regulation, or
ordinance, including, without limitation: (1) Title VII of the Civil Rights Act
of 1964 and 1991; (2) the Age Discrimination in Employment Act of 1967; and (3)
Pennsylvania Human Relations Act. Employee also waives any claim against IBAH
for personal injury or any other action against IBAH before any body (except for
compensable injuries under the Pennsylvania or New Jersey Workers Compensation
Act).
11. In consideration for entering into this Agreement, consideration which IBAH
hereby acknowledges, IBAH does hereby release and forever discharge Employee and
her respective successors, assigns, heirs, administrators and personal
representatives of and from all actions and causes of action, suits, claims,
debts and demands whatsoever in law or equity, which IBAH may have or claim to
have against Employee as a result of her employment under the Employment
Agreement or separation from employment, and does hereby covenant not to file a
lawsuit to assert such claims.
12. Employee acknowledges that she has been given twenty-one (21) days within
which to consider this Agreement and that she has consulted with an attorney
prior to executing this Agreement. Employee has carefully read and understands
all provisions of this Agreement, which sets forth the entire agreement between
Employee and IBAH. Employee acknowledges that she has not relied on any
representation, oral or written, not set forth in this Agreement.
13. Employee further understands that she has a period of seven (7) days
following the signing of this Agreement to revoke this Agreement. The Agreement
shall not become effective or enforceable until those seven (7) days have
expired.
14. The failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of this
Agreement.
15. This Agreement may be executed by the exchange of facsimile counterparts,
and the parties will exchange fully executed originals within thirty (30) days
of the date hereof.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
hereunto duly executed this Agreement the day and year first written above.
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IBAH, Inc.
______________________________ By:_____________________________
Xxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxx
Chief Executive Officer
______________________________
Xxxxxxx Xxxxxxxx
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EXHIBIT A
[LOGO FOR IBAH, INC. APPEARS HERE]
Throughout the 1990s, Xxxxxx Xxxxxxxx established and built a top-notch
organization. Her tireless zeal and intelligence served her company and
clients well. We have appreciated Xx. Xxxxxxxx'x efforts as we have
successfully navigated the integration of The Hardardt Group into the IBAH
family. It is with regret that we announce that Xxxxxx Xxxxxxxx is leaving
the company and we wish her well in her future endeavors.
Xxxxxxxxx X. Xxxxxxx
Chief Executive Officer
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