EXHIBIT 10.53
SEVERANCE AGREEMENT WITH XXXX XXXXXXXXX
XXXXXXXXX AGREEMENT
THIS SEVERANCE AGREEMENT ("Agreement"), entered into on this 17th day of
April, 1997, by and between Capitol Multimedia, Inc., a Delaware corporation
(the "Company"), and Xxxx XxXxxxxxx ("Employee").
WITNESSETH
WHEREAS, Employee has been a key employee of the Company and has made
outstanding contributions to the Company;
WHEREAS, the Company desires to reward Employee for Employee's loyalty and
distinguished service to the Company prior to the Employee's resignation from
the Company;
WHEREAS, the Company desires to provide Employee, as additional
compensation for her service to the Company, with a severance package over and
above the compensation currently earned by Employee;
NOW, THEREFORE, in consideration of the above recitals, the terms and
covenants of this agreement, and other valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:
1. Severance. Employee and the Company agree that Employee's
employment with the Company and that certain employment agreement dated
February 13, 1995, as amended and modified, between the Company and the
Employee will terminate on April 17, 1997 (the "Termination Date"). Upon
the termination of the Employee's employment on such date, Employee shall
receive, subject to Employee's execution of a letter in the form attached
hereto (a "Waiver Letter") as required by Section 11 hereof, a lump sum
cash payment equal to $130,000, as consideration for unpaid salary, medical
benefits, accrued vacation, all other employee benefits, and for consulting
services rendered to Capitol over the next six months.
2. Consulting Services. As part of the consideration for the severance
payment, Employee agrees to provide a maximum of 5 hours of consulting
services per week to Company to support the remaining multimedia business,
including, but not limited to, entering into additional third party
distribution and/or sales agreements for existing and recently developed
multimedia properties.
3. Covenant Not to Compete. Whereas, the Employment Agreement dated
February 13, 1995 included a covenant not to compete (paragraph 17), which
covered a period beyond the term of employment, Capitol agrees to waive the
covenant not to compete after the termination date, except for (1) a
covenant not to compete in the multimedia production business in St.
Petersburg,
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EXHIBIT 10.53
SEVERANCE AGREEMENT WITH XXXX XXXXXXXXX
Russia, and (2) not to hire any former Capitol employees, who are retained
by Davidson & Associates, Inc., both for a period of one year until April
17, 1998.
4 Payment. The Company shall pay Employee all amounts owed to Employee
under this Agreement not later than ten (10) days after the date of
Employee's termination; provided that Employee has executed and delivered
to the Company a Waiver Letter.
5. Governing Law. This Agreement shall be construed and governed in
all aspects by the laws of the State of Delaware (exclusive of conflicts of
law principles).
6. Modification. This Agreement shall not be modified or amended
except as agreed to in writing signed by each party or an authorized
representative of each party.
7. No Waiver. The failure of either party to this Agreement to insist
upon the performance of any of the terms and conditions of this Agreement,
or the waiver of any breach of any of the terms and conditions of this
agreement, shall not be construed as thereafter waiving any such terms and
conditions, but the same shall continue and remain in full force and effect
as if no such forbearance or waiver had occurred.
8. Headings. Titles to the sections of this Agreement are solely for
the convenience of the parties and shall not be used to explain, modify,
simplify, or aid in the interpretation of the provisions of this Agreement.
9. Entire Agreement. This Agreement constitutes the entire agreement
and understanding, and merges and supersedes all prior discussions,
agreements and understandings between the parties regarding the subject
matter described herein.
10. Survival of Indemnification. All indemnification obligations
undertaken by the Company on behalf of the Employee whereby the Company has
agreed to indemnify Employee against and in respect of any damages, losses,
claims, or liabilities, including, where applicable, any costs, expenses,
and reasonable fees incident or related thereto (including reasonable
attorney's fees) whether arising by contract or under the Articles of
Incorporation or Bylaws of the Company or otherwise shall survive the
execution of this Agreement, the termination of Employee's employment and
the execution by Employee of a Waiver Letter.
11. Condition to Receipt of Benefits. As a condition precedent to
receiving the benefits provided for under this Agreement, Employee must
sign the attached Waiver Letter on the date of Employee's termination.
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EXHIBIT 10.53
SEVERANCE AGREEMENT WITH XXXX XXXXXXXXX
12. This Agreement shall supersede and render null and void any prior
termination agreement between the Company and Employee.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the date first above written.
/s/ Xxxx XxXxxxxxx
----------------------
Xxxx XxXxxxxxx
Capitol Multimedia, Inc.,
a Delaware corporation
/s/ Xxxx X. Xxxxxxx
----------------------
By: Xxxx X. Xxxxxxx
Its: Chief Executive Officer
