EXHIBIT 10.22
EMPLOYMENT TRANSITION AGREEMENT
Xxxxxx X. Xxxxxxxx has resigned her employment with Xxxx Xxx Corporation
and all appointments she holds with Xxxx Xxx and its affiliates, effective as of
the end of business on July 17, 2000 so as to become the Chief Executive Officer
of Transora, Inc., f/k/a xXXX.xxx, on July 18, 2000. To provide for a smooth and
orderly transition from Xxxx Xxx to her new position, Xx. Xxxxxxxx and Xxxx Xxx
agree to the following:
1. SALARY AND BENEFITS. Xx. Xxxxxxxx shall be paid her base salary and
receive her other compensation and benefits, including her medical benefits,
through August 31, 2000. During the transition, Xx. Xxxxxxxx will make herself
reasonably available to assist Xxxx Xxx with the transition. Xx. Xxxxxxxx will
be entitled to receive all benefits which are vested and accrued prior to August
31, 2000 pursuant to the employee benefit plans of Xxxx Xxx.
2. BONUSES. Xx. Xxxxxxxx shall receive her bonus under the Short-Term
(Annual) Bonus Plan of the Company for the 2000 fiscal year. For purposes of
calculating the bonus, Xxxx Xxx will use the company's actual financial or other
quantitative performance criteria to determine Xx. Xxxxxxxx'x bonus. With
respect to the discretionary, non-quantitative component of her bonus, Xxxx Xxx
will calculate the bonus at 90% of the maximum. Subject to the determination of
the Compensation and Employee Benefits Committee of the Board of Directors of
Xxxx Xxx, Xx. Xxxxxxxx shall be eligible for her long-term bonus under Xxxx
Xxx'x Long-Term Performance Incentive Plan ("LTPTIP") for the fiscal years
1998-2000. The bonus shall be calculated in a manner consistent with the
methodology used to calculate awards for other similarly situated executives in
the LTPIP. Xx. Xxxxxxxx will not be eligible to receive a short-term bonus for
the 2001 fiscal year or entitled to any other award under the LTPIP.
3. STOCK OPTIONS. Xx. Xxxxxxxx'x existing stock options will remain
exercisable and shall continue to vest until August 31, 2001. Xxxx Xxx waives
any requirement imposed on Xx. Xxxxxxxx under a stock option grant or any other
agreement that she repay stock option gains upon her departure from Xxxx Xxx.
The shares issued upon exercise of such options shall be free of any contractual
restrictions, including restrictions related to repurchase, cancellation or
restriction on termination of employment.
4. UNIVERSAL LIFE INSURANCE. Xxxx Xxx agrees to fully fund Xx. Xxxxxxxx'x
universal life insurance policy so as to provide a $1,575,000.00 death benefit
until Xx. Xxxxxxxx'x 55th birthday and thereafter a $525,000.00 death benefit.
5. AUTOMOBILE. Xxxx Xxx shall make arrangements to purchase the
automobile currently leased for Xx. Xxxxxxxx and transfer title, effective
August 31, 2000, to the automobile to her at no cost and free of any
encumbrances.
6. NON-SOLICITATION. Xx. Xxxxxxxx agrees that, prior to August 31, 2001,
she will not, without the prior written consent of Xxxx Xxx'x Senior Vice
President-Human Resources, employ or solicit for employment, on her behalf or on
behalf of any other person or firm, including Transora, any A, B, C or D level
executive employee of Xxxx Xxx or its operating divisions, subsidiaries or
affiliates.
7. CONFIDENTIALITY. At all times hereafter, Xx. Xxxxxxxx will maintain
the confidentiality of all information in whatever form concerning Xxxx Xxx or
any of its operating divisions, subsidiaries or affiliates relating to its or
their businesses, customers, finances, strategic or other plans, marketing,
employees, trade practices, trade secrets, know-how or other matters which are
not generally known outside Xxxx Xxx, and she will not, directly or indirectly,
make any disclosure thereof to anyone, or make any use thereof, on her own
behalf or on behalf of any third party, unless specifically requested by or
agreed to in writing by Xxxx Xxx.
Agreed this 17th day of July 2000.
XXXX XXX CORPORATION
By: /s/ Xxxx X. Xxxx /s/ Xxxxxx X. Xxxxxxxx
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Xxxx X. Xxxx Xxxxxx X. Xxxxxxxx
Senior Vice President-Human Resources
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