RESIGNATION AGREEMENT
Axiohm Transaction Solutions, Inc. a California corporation ("Employer"),
and Xxxxxxx X. Xxxxx on behalf of himself, his heirs and assigns ("Xxxxx"),
hereby enter into this Resignation Agreement ("Agreement") this 10th day of
January, 1998.
1. Xxxxx hereby tenders and Employer hereby accepts the voluntary
resignation of Xxxxx effective the date hereof of his employment and his
positions as President and Chief Executive Officer of Employer. Xxxxx agrees
not to request reinstatement or reapply for employment. These resignations and
agreements in this Section 1 are irrevocable.
2. In full and final satisfaction of all rights of Xxxxx under the
Employment Agreement dated July 14, 1997 ("Employment Agreement") and the Option
Cancellation Agreement dated August 10, 1997 between Xxxxx and Employer ("Option
Cancellation Agreement"), Xxxxx and Employer agree that the following and solely
the following is owing and shall be paid in accordance with Employer practice
and law:
a. Employer will pay Xxxxx the full amount of his salary at the
current rate of pay which he has been receiving plus all vacation
pay owing, plus an additional $76,000 for backpay authorized but
not received by him, less withholding as required by law, through
the date hereof;
b. Employer shall provide Xxxxx an option to continue his insurance
coverage under COBRA, beginning the date hereof;
d. Employer shall make the required withheld and matching
contribution to its 401(k) plan in respect of Xxxxx'
compensation;
x. Xxxxx shall receive distribution of all amounts held in rabbi
trusts established under the Option Cancellation Agreement;
d. Pursuant to Section 9 of the Employment Agreement and Section
5(b) of the Option Cancellation Agreement, Employer shall pay to
Employee the amount of $1,524,873 in full satisfaction of all Tax
Payment obligations to Xxxxx under Section 5 of the Option
Cancellation Agreement and the termination obligations, if any
pursuant to section 7(a) of the Employment Agreement.
e. Employer shall pay to Xxxxx $75,000, less
applicable withholding required by law, in payment of 1997 bonus;
x. Xxxxx shall be entitled to reimbursement of customary business
expenses incurred through the date hereof, all based upon
submitted and approved expense reports, all of which must be
submitted no later than March 31, 1998;
3. The parties agree that all of Xxxxx' outstanding options held by him,
vested or unvested, are hereby cancelled, without additional compensation,
notwithstanding his entitlement under existing option grants and the Employment
Agreement.
4. Employer shall review with Xxxxx the contents of Employer's public
disclosure of Xxxxx' resignation. Xxxxx shall not issue any separate disclosure
without Employer's prior written consent.
AXIOHM TRANSACTION SOLUTIONS, INC.
By: /s/ XXXXXXX XXXXX
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Its: Co-Chairman
/s/ XXXXXXX X. XXXXX
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XXXXXXX X. XXXXX
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