Exhibit 10.21
[DICTAPHONE LETTERHEAD]
November 11, 1996
Mr. Xxx Xxxx
General Counsel
Dictaphone Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxx:
This letter will set forth our agreement concerning your continued
employment with Dictaphone.
As I have expressed to you in person, I feel confident that we have the
management team to move forward and drive this business. Recognizing the
concerns as expressed by some of the management team relative to issues of
transition should this relationship not develop as I anticipate, this is to
confirm that Stonington has agreed with my recommendation that, in lieu of the
normal severance policy, an "Executive Severance Arrangement" including a
severance pay period of up to two years salary will be offered to you in the
event that your employment is terminated by Dictaphone for any reason other than
cause. This severance will also be offered to you should your job be eliminated
or a substantial reduction in your responsibilities and compensation occur.
A termination for cause will be defined as your termination resulting from
a severe breach of business ethics, a violation of stated company policy which
would otherwise result in your immediate termination, your continued failure or
refusal to perform any of the material duties or responsibilities (other than
failure due to a disability as defined in Dictaphone's disability policies)
reasonably required by Dictaphone hereunder, substantial underperformance as
defined below or any act by you which could cause personal harm or embarrassment
to the reputation of the organization were it to become public.
Substantial underperformance will be defined as substantial
underperformance by you of your duties and responsibilities, except to the
extent that such substantial underperformance relates to duties and
responsibilities which had not been part of your job assignment prior to this
agreement and which substantial underperformance is not corrected by you within
45 days of your receipt of written notice from Dictaphone.
Under the terms of this "Executive Severance Arrangement" you will be
offered your salary at the time of separation for a period of up to two years,
payable on regular pay days. The first year of severance pay will be payable to
you in full, regardless of your employment status with any other company. At the
conclusion of the first twelve months, if you have not secured employment
elsewhere, the company will extend your severance pay on a month by month basis
for a maximum of twelve additional months. This extension, at the company's
discretion, will be dependent upon your reasonable efforts to secure employment
as judged by your documented job search activities. In addition, you will be
eligible for outplacement services at a nationally recognized outplacement firm
of the company's choosing for the severance period. Medical, dental and life
insurances will be extended to you at the rate that you would have paid as an
active employee under the terms and conditions of those plans for up to twelve
months or until you have secured employment elsewhere. You will be eligible for
COBRA continuation of applicable benefits for an additional six months for a
total coverage period of eighteen months.
In any event, the "Executive Severance Arrangement" will require you to
sign, as a condition of receiving severance hereunder, an severance agreement
including a release of the company from all liability for any acts or violations
relative to any administrative procedures and/or federal, state or local law(s)
covering the employment relationship. The release will also include a
non-compete, non-solicitation of employees, non-disclosure of confidential
information and an agreement to cooperate with the company on any legal and
otherwise reasonable business issue requiring your involvement for resolution.
In the case of your termination of employment due to substantial
underperformance, in lieu of this "Executive Severance Arrangement", you will be
entitled to receive your salary for up to one year (six months initial period
and six months at the company's discretion) under the same terms and conditions
as sited above.
Sincerely,
/s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
/s/ XXX XXXX 11/11/96
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Xxx Xxxx Date
