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Exhibit 6
EXECUTION COPY
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (this "Agreement") is entered into as of
February 14, 2000 (the "Effective Date"), by and between Xxxxx X. Xxxxx
("Employee") and GRC International, Inc., a Delaware corporation with its
principal offices at 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 (together with
its subsidiaries, affiliates and successors in interest, the "Company").
BACKGROUND
The parties have agreed to certain matters in connection with Employee's
employment and separation from the Company, and wish to set forth their
agreement below.
AGREEMENT
NOW, THEREFORE, intending to be legally bound, the parties hereto agree as
follows:
1. Employment Agreement. Employee and the Company are parties to an
Employment Agreement dated as of January 13, 1999, as amended (the "Employment
Agreement"). Employee and the Company hereby agree that the Employment Agreement
is hereby terminated, effective immediately. Notwithstanding the foregoing or
any other provision of this Agreement, (i) Employee agrees that the provisions
of Section 1(b) (Duties, regarding non-solicitation), Section 2 (Intellectual
Property) and Section 3 (Proprietary Information) of the Employment Agreement
shall survive Employee's resignation, provided that the provisions of Section
1(b) (Duties, regarding non-solicitation) of the Employment Agreement shall only
remain in effect until June 30, 2001 and (ii) in the event the Offer (as defined
in the Agreement and Plan of Merger, dated as of February 14, 2000 (the "Merger
Agreement") among the Company, AT&T Corp., a New York corporation, and LMN
Corporation, a Delaware corporation, the "Offer") expires or is terminated
without the purchase of shares of the Company's common stock thereunder, this
Agreement shall be null and void and the respective rights, perquisites, duties
and obligations (including those under the Employment Agreement) shall remain
unaffected ab initio as though this Agreement had not been entered into.
Employee also agrees that any material violation of the foregoing provisions set
forth in clause (i) of the foregoing sentence shall automatically render any
benefits conferred by this Agreement null and void.
2. Resignation and Transition Employment. Subject to the terms and
conditions of this Agreement, Employee shall continue as an
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employee and officer of the Company from the Effective Date until June 30, 2000.
3. Payments and Benefits.
(a) During Employee's continued employment with the Company from and
after the Effective Date, Employee shall continue to receive his current annual
base salary (less any applicable income, employment or other tax withholdings)
in accordance with the Company's regular payroll policy through June 30, 2000,
unless Employee shall have sooner voluntarily terminated Employee's employment
with the Company or Employee's employment is terminated for Cause (as defined in
Section 7 of the Employment Agreement).
(b) On the date of the consummation of the Offer:
(i) Employee shall receive a lump sum payment (less any
applicable income, employment or other tax withholdings) from
the Company equal to two (2) times Employee's annual base
salary on the date hereof; and
(ii) The Company shall continue to provide Employee with
substantially the same level of insurance benefits that Employee
was receiving immediately prior to the Offer until the earlier of
the date Employee obtains new benefit coverage by reason of
employment with another employer or the second anniversary of the
consummation of the Offer. In addition, the Company shall pay
Employee the amount of $200 per month in lieu of previous
executive perquisites.
(c) Unless Employee shall voluntarily terminate Employee's employment
with the Company or Employee's employment is terminated for Cause prior to June
30, 2000, Employee shall be eligible to receive a cash bonus (less any
applicable income, employment or other tax withholdings) under the bonus plans
and programs of the Company as are currently in effect for the Company's fiscal
year ended June 30, 2000, provided that any bonus payment to Employee shall in
no event exceed $100,000. Such bonus payment shall be paid to Employee on or
before September 15, 2000 in accordance with the Company's normal and customary
practice for the payment of annual bonuses.
4. Stock Options. Exhibit A attached hereto sets forth the number and
exercise price of the Employee's unvested and unexercised stock options under
the Company's 1994 Employee Stock Option Plan and the Company's 1998 Employee
Stock Option Plan as of the Effective Date (each an "Option"). Provided Employee
has not voluntarily terminated his employment or been involuntarily terminated
by the Company for Cause prior to the 30th calendar day following the
consummation of the Offer, Employee shall receive an amount from the Company (on
such 30th calendar day or as soon as practicable thereafter) in respect of such
Options
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equal to 50% of the product of (a) the excess, if any, of the Per Share
Amount (as defined in the Merger Agreement) over the per share exercise price of
each such Option and (b) the number of shares subject thereto (such payment to
be reduced by any applicable income, employment or other tax withholdings). In
consideration for the Company's obligation to make the payment provided under
this Section 4, and such other payments as are provided for under the Merger
Agreement in respect of any other options previously granted to Employee to
purchase shares of the Company's common stock (including the payment in respect
of Employee's vested and unvested options under the GRC International, Inc. Cash
Compensation Replacement Plan), all such options shall be canceled and be of no
force or effect.
5. Confidentiality of this Agreement. Both parties agree to preserve the
confidentiality of this Agreement, except that both parties may discuss all
aspects of this Agreement with their attorneys and other professional advisors.
6. Company Property. Employee covenants and warrants that Employee will
return to the Company all property of the Company and its subsidiaries which is
in Employee's possession or under Employee's control at the time Employee's
employment with the Company shall terminate.
7. Understanding.
(a) Employee agrees (i) that he fully understands his right to discuss
all aspects of this Agreement with his private attorney and that he has availed
himself of this right to the extent he has desired to do so, (ii) that he has
carefully read and fully understands all of the provisions of this Agreement,
and (iii) that he is voluntarily entering into this Agreement.
(b) Employee understands that nothing contained in this Separation and
Release Agreement has either the purpose or intent of interfering with
Employee's protected right to file a charge with or participate in an
investigation or proceeding pursuant to the statutes administered and enforced
by the U.S. Equal Employment Opportunity Commission (the "EEOC"), specifically:
the Age Discrimination in Employment Act ("ADEA"), the Equal Pay Act, Title VII
or the Civil Rights Act of 1964 and the Americans with Disabilities Act, as such
acts may have been amended.
(c) Employee understands that he will not breach this Separation and
Release Agreement if he files a charge with or participates in an investigation
or proceeding pursuant to the statutes administered and enforced by the EEOC.
However, by signing this Separation and Release Agreement, Employee understands
that he waives any right he may have to recover money or other relief in any
lawsuit or proceeding brought by him or by an agency or third party, including
the EEOC, on his behalf.
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8. Release.
(a) For value received, including the additional consideration
described in this Agreement, Employee hereby fully and forever surrenders,
releases, acquits and discharges the Company, its affiliates, directors,
officers, employees, agents, attorneys and insurers (and their successors and
assigns), from any and all claims, demands, causes of action, obligations and
liabilities of any kind or nature whatsoever, arising from or relating to
Employee's employment with the Company or the termination of such employment,
including, without limitation, claims arising under Title VII of the Civil
Rights Act of 1964, as amended, the Equal Pay Act, as amended, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, and/or
any other federal, state or local law governing discrimination in employment
and/or the payment of wages and benefits to employees, and/or claims for costs
and attorneys' fees.
(b) Employee acknowledges receipt of this Agreement on the date hereof.
In accordance with ADEA, as amended, and the Older Workers' Benefit Protection
Act of 1990, (i) Employee expressly acknowledges that he has been advised to
consult with an attorney before signing this Agreement, (ii) Employee has
twenty-one (21) days to consider this Agreement, (iii) Employee has seven (7)
days after signing this Agreement to revoke this Agreement, (iv) Employee
understands that, by entering into this Agreement, he does not waive any rights
or claims under ADEA that may arise after the date of the execution of this
Agreement and (v) Employee expressly acknowledges that all or a portion of the
consideration provided to him under this Agreement in connection with his
employment termination is in addition to anything of value that he is already
entitled to receive from the Company. This Agreement will not be effective until
the above seven (7) day revocation period has expired.
9. Complaints, Charges or Lawsuits. Employee represents that he has not
filed any complaints or charges or lawsuits against the Company with any
governmental agency or any court, and that he will not do so at any time
hereafter with regard to his employment, the termination thereof or any thing
else relating to his employment or this Agreement; provided, however, this shall
not limit Employee from filing a lawsuit for the sole purpose of enforcing
Employee's rights under this Agreement.
10. Knowledge of Violation of Corporate Standards of Conduct. Employee
represents and warrants that he is not aware of any action or situation
involving any violation of the Company's Corporate Standards of Conduct by any
employee, director, consultant of the Company, and that if he becomes aware of
any such action or situation, he will report it to the Company in accordance
with the Company's Corporate Standards of Conduct.
11. Non-disparagement. Employee shall not at any time after the date hereof
disparage the Company or its officers, directors,
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employees or agents or their successors or assigns. Similarly, the Company shall
not disparage Employee and will refrain from any action which has the purpose of
materially and adversely affecting his opportunities for employment. The
obligations of Employee and the Company under this Section 11 shall not apply to
disclosures required by applicable law, regulation or order of a court or
governmental agency.
12. Binding Effect. This Agreement shall be binding upon the parties
hereto, their heirs, assigns or successors in interest.
13. Attorney Fees. If any action, proceeding, or arbitration is instituted
by or against any of the parties in order to enforce any of the terms or
provisions hereof, or to construe the rights of the parties hereunder, then the
prevailing party shall be entitled to recover all costs thereof and reasonable
attorney fees as part of the judgment, whether or not such action is prosecuted
to judgment.
14. General Terms. This Agreement contains the entire agreement between the
parties, and all prior negotiations, understandings and agreements are
superseded by this Agreement, except as described above in Section 1 of this
Agreement and except for Sections 7(h) and 9(c) of the Employment Agreement. No
amendment, modification, supplement, termination or waiver of any provision of
this Agreement shall be effective unless in writing and signed by the party
against whom enforcement is sought, and then only in the specific instances and
for the specific purpose given.
15. Further Documents. The parties agree to execute all such other
documents as may be necessary to carry out the provisions and intent of this
Agreement.
16. Severability. Should any provisions of this Agreement be deemed or held
to be unlawful or invalid for any reason, such fact shall not adversely affect
the other provisions of this Agreement. Notwithstanding the above, if any
covenant set forth herein is deemed invalid, illegal or unenforceable because
its scope is considered excessive, such covenant will be modified so that the
scope of the covenant is reduced only to the minimum extent necessary to render
the modified covenant valid, legal and enforceable.
17. Choice of Law, Forum. This Agreement and all disputes arising hereunder
shall be governed by the laws of the Commonwealth of Virginia, without regard to
conflict of laws. All disputes arising hereunder or in connection herewith shall
be resolved in the Circuit Court of Fairfax County, Virginia, and each of the
parties hereby irrevocably submits to the jurisdiction of said court.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
WITNESS GRC INTERNATIONAL, INC.
/s/ Xxxxx Xxxxx
___________________ By: /s/ Xxxx X. Xxxxxx
_________________________________
Xxxx X. Xxxxxx
President & Chief Executive
Officer
BY SIGNING THIS SEPARATION
AND RELEASE AGREEMENT, I
STATE THAT: I HAVE READ IT;
I UNDERSTAND IT AND KNOW
THAT I AM GIVING UP
IMPORTANT RIGHTS; I AGREE
WITH EVERYTHING IN IT; I AM
AWARE OF MY RIGHT TO
CONSULT AN ATTORNEY BEFORE
SIGNING IT; AND I HAVE
SIGNED IT KNOWINGLY AND
VOLUNTARILY.
WITNESS
/s/ Xxxxx Xxxxx /s/ Xxxxx X. Xxxxx
___________________ ____________________________________
Xxxxx X. Xxxxx
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