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EXHIBIT 10.13
November 15, 2000
Xx. Xxxxxx X. Xxxxxxxxx
Chairman of the Compensation Committee
of the Board of Directors of
American Management Systems, Incorporated
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Xxx:
As part of the orderly transition that I have discussed with the Board and that
has been announced previously, I am writing to set forth our agreement
concerning my departure from American Management Systems, Incorporated ("AMS"),
the payments I will receive from AMS upon my departure, and my release of claims
against AMS.
1. This confirms my resignation as Chief Executive Officer of AMS as of
October 25, 2000. I will remain as chairman of the Board of Directors and will
receive my salary, less amounts for applicable federal, state and local
employment and income taxes, through and including January 31, 2001, or such
earlier date as I leave AMS (the "Departure Date"). Between the date of this
letter and the Departure Date, I will provide transitional assistance to AMS's
President and Chief Executive Officer.
2. AMS will provide me with a departure payment of $3,000,000, less
amounts for applicable federal, state, and local employment and income taxes,
and for AMS Health Plan costs for the February - December 2001 period (the
"Separation Payment"). This amount, less employment and income taxes, and AMS
Health Plan costs, will be paid to me in a lump sum no later than January 31,
2001, or in such periodic installments as AMS and I may mutually agree.
3. I agree not to file any unemployment compensation claim based on my
resignation from AMS.
4. I currently have unexercised options to purchase 80,200 shares of AMS
common stock. I hereby surrender to AMS all my rights, title and interest in
those options.
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November 15, 2000
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5. The parties agree that the payment in Paragraph 2 is in full, final
and complete settlement of all claims I may have against AMS as a result of my
employment, including but not limited to claims for salary, IC, vacation or sick
leave, bonuses, severance pay, or any other benefit of employment.
Notwithstanding the foregoing, AMS acknowledges that I am a participant in the
Executive Deferred Compensation Plan, the 401(k) Plan, and the Simplified
Employee Pension Plan, and entitled to benefits in accordance with the terms of
those plans. AMS also acknowledges that it will reimburse me for any approved,
but still outstanding travel costs.
6. In exchange for the Separation Payment, on behalf of myself and my
heirs, administrators and executors, I agree to release and discharge AMS, its
subsidiaries, affiliates, officers, directors, employees, former employees,
agents, attorneys and representatives (the "Releasees"), and AMS agrees to
release and discharge me and my heirs, administrators and executors, from any
and all claims, debts, liens, liabilities, demands, obligations, acts,
agreements, causes of action, suits, costs and expenses (including attorneys'
fees), damages (whether pecuniary, actual, compensatory, punitive or exemplary)
or liabilities of any nature or kind whatsoever in law or equity or otherwise,
whether now known or unknown, arising out of or in any way connected with my
employment with AMS, including but in no way limited to, claims arising out of
or in connection with my departure from AMS (other than the payment referred to
in Paragraph 2), provided, however, that nothing in this agreement shall either
waive any of my rights or claims that arise after I sign this agreement or
impair or preclude my right to enforce the terms of this agreement. This release
includes but is not limited to claims arising under federal, state or local laws
prohibiting employment discrimination, including but not limited to Title VII
of the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Age
Discrimination in Employment Act, as amended, the Americans with Disabilities
Act, the Older Workers Benefit Protection Act of 1990, the Civil Rights Act of
1991, the Rehabilitation Act of 1973; claims for attorneys' fees or costs; and
any and all claims regarding any claimed employment contract, whether written,
oral or implied or otherwise; other claims relating to AMS's right to terminate
its employees, including claims concerning wrongful discharge; claims under the
Employee Retirement Income Security Act, as amended; or any other claims under
federal, state, or local law, common law or any other law in any way relating to
my employment or the termination of my employment with AMS.
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7. I agree, without limiting the generality of the above release, not to
sue or otherwise institute or cause to be instituted or to in any way
voluntarily participate in or voluntarily assist in the prosecution of any
complaints, charges or grievances against any Releasee concerning any claims
released in this agreement.
8. I acknowledge that all confidential information regarding the business
of AMS and its subsidiaries and affiliates is the exclusive property of AMS. On
or before the Departure Date, I will return to AMS all copies of any material
involving such confidential information; and I agree that I will not, directly
or indirectly, divulge or use such information, whether or not such information
is in written or other tangible form. I also will return to AMS by that date any
items in my possession, custody or control that are the property of AMS. I
understand that even after the Departure Date I remain bound by the terms of the
American Management Systems, Incorporated Intellectual Property Rights
Agreement, the AMS employee confidentiality agreement, and the AMS Guide for
Ethical Business Conduct.
9. Effective on the Departure Date and for a period of twelve months
thereafter, I will not, either directly or indirectly: (i) employ or solicit for
employment, or assist in any way in solicitation for employment, any person
employed by AMS or any of its affiliates then or at any time within the
preceding twelve months; or (ii) solicit, or assist in any way in the
solicitation of business from any of AMS's or its affiliates' clients or
prospective clients, either for my own benefit or the benefit of anyone other
than AMS, unless the business being solicited is not competitive with the
services or products provided by AMS or its affiliates; or (iii) own a five
percent or greater interest in, or be employed by or a Director of, any
organization that is engaged in lines of business that compete with any services
or products offered by AMS, unless I receive written authorization from AMS to
own such interest or be so employed.
10. I understand that I have the right to consult with an attorney of my
choice with respect to these arrangements. I acknowledge to you that I
understand the significance of this agreement and the specific terms, and I
accept them voluntarily and intend to be legally bound by the agreement.
11. I understand that I have at least 21 days to consider this agreement,
but do not wish to exercise that right; and that I have seven days from the date
I deliver this letter to
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you to revoke it and that this agreement will not be effective or enforceable
nor the amount set forth in Paragraph 2 of this agreement paid until after the
revocation period ends. I understand that revocation can be made by delivery of
a written notice of revocation to you by midnight on or before the seventh
calendar day from the date I deliver this letter to you.
12. Neither of us will speak disparagingly about my tenure of employment
with AMS and the circumstances surrounding my separation from AMS; provided,
however, that either of us may give truthful testimony as required by law.
13. Both of us agree to treat the existence and terms of this agreement
as confidential. I understand that I may discuss it with my spouse, counsel, tax
advisors, or as may be required by law. AMS will disclose it only as reasonably
necessary to carry out its obligations, or as may be required by law.
14. Should any provision of this agreement be declared or be determined
by any court, administrative agency or arbitrator to be invalid or
unenforceable, and that provision cannot be modified so as to be valid and
enforceable, then that provision shall be deemed severed from the agreement and
the validity of the remaining parts, terms or provisions shall not be affected
thereby and shall be given their intended meaning and effect.
15. This agreement shall be binding on the parties hereto and upon our
respective heirs, administrators, representatives, executors, successors and
assigns, and shall inure to the benefit of the Releasees and each of them and
their respective heirs, administrators, representatives, executors, successors
and assigns.
16. This agreement contains our entire understanding of the matters it
covers, and supersedes all other agreements between us, except as set out above.
17. This agreement shall be governed by the laws of the Commonwealth of
Virginia.
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If the terms of this agreement are acceptable to AMS, please sign in
the space below and return the signed copy of the letter to me.
Sincerely,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Xxxxxx and accepted on behalf of American
Management Systems, Incorporated this 16th
day of November 2000.
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Chairman of the Compensation Committee of
the Board of Directors of
American Management Systems, Incorporated
