EXHIBIT 10.52
Separation Agreement
This Agreement, with an effective date of September 30, 2002 (the "Effective
Date") by and between PC Connection, Inc., a Delaware corporation with offices
at 000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxxxxx, 00000 ("PC Connection") and Xxxxx
Xxxxxx, residing at 00 Xxxxxx Xxxxxxx Xxxx, Xxxxxxx XX 00000, ("Xxxxxx" or
"you").
WHEREAS, Xxxxxx has been employed by PC Connection since August 16,1995 and
currently holds the position of President and COO;
WHEREAS, PC Connection and Xxxxxx have mutually agreed to the termination of
Xxxxxx'x employment at this time; and
WHEREAS, Xxxxxx and PC Connection desire to set forth severance and other terms
related to said termination;
NOW, THEREFORE, the parties hereby agree as follows:
1. Severance Benefits.
(a) PC Connection will pay to Xxxxxx an amount equal to his current annual
base salary, Four Hundred Thousand Dollars ($400,000), at the time and
in the manner set forth under paragraph 6(b) of that certain
Employment Agreement by and between PC Connection and Xxxxxx dated as
of August 16, 1995 (Employment Agreement). In accordance with said
paragraph, said payments shall be made on or before the thirtieth
(30th), ninetieth (90th), one hundred eightieth (180th), two hundred
seventieth (270th) and three hundred sixty-fifth (365th) day after the
effective date hereof (the "Severance Period"). In addition, PC
Connection will continue to provide you with medical and dental
benefits covering you and your family for the Severance Period
beginning on the effective date hereof; provided, however, such
coverage shall terminate at such time as you become eligible for
health insurance from another employer or you fail to elect COBRA
coverage. You will be eligible for up to eighteen (18) months of COBRA
coverage from September 30, 2002. Your portion of the COBRA cost for
the Severance Period shall be equal to your normal payroll deduction
for Medical and Dental coverage. You are responsible for the full
COBRA amount for the remaining six (6) months.
(b) PC Connection represents that you are currently vested in 476,346
stock options under the Company's 1993 Incentive and Non-Statutory
Stock Option Plan and its 1997 Stock Incentive Plan (the "Plans") and
various Stock Option Agreements pursuant thereto ("Option Agreements")
with varying exercise prices. As provided in your Option Agreements,
you shall have 30 days or 90 days, depending on the plan, in which to
exercise the vested stock options.
(c) PC Connection represents that you are currently not vested in 95,002
additional stock options under the Option Agreements and these
non-vested options will terminate.
2. Continuing Effect of Certain Provisions of Employment Agreement. You
confirm that you remain bound under the terms of Sections 7, 8, 9, 11, 13,
and 15 of the Employment Agreement. You agree to keep the terms of this
Agreement confidential, except as required by law, provided that you may
disclose the terms of this Agreement to your immediate family, attorneys
and tax advisors who agree to keep the terms of this Agreement
confidential.
3. Cooperation. During the one-year period following the Effective Date,
Xxxxxx shall provide reasonable cooperation to PC Connection relating to
projects on which he was working or as to which he was involved prior to
the termination of his employment, at its request. PC Connection shall
reimburse Xxxxxx for all reasonable out-of-pocket expenses incurred by him
for such activities. Xxxxxx agrees not to discuss past or present
employment and business related issues concerning PC Connection with
present or past employees of PC Connection except as may be reasonably
requested or approved by the Chairman.
4. Complete Agreement; Release.
(a) This Agreement together with the Employment Agreement (attached), and
the Option Agreements constitute the parties' entire agreement with
respect to its subject matter and supersedes all prior negotiations,
discussions, and agreements with respect to the same subject matter.
(b) You agree to accept this Agreement as a full and complete accord and
satisfaction of all amounts, options, and other obligations owing to
you by PC Connection or its affiliates or owners. Except for the
obligations arising under this Agreement, you hereby release PC
Connection from any and all liabilities, obligations, debts, demands,
actions, torts, breaches, causes of action, suits, accounts,
covenants, agreements, contingencies, promises, understandings,
damages, expenses, compensation, or claims that you now have, may have
or ever had, whether in law or in equity, or whether known or unknown,
during all relevant time periods, including any claims under the Age
Discrimination in Employment Act (ADEA) and the Older Workers Benefit
Protection Act (OWBPA.)
(c) You have been advised to seek legal counsel of your choice before
entering into this Agreement, and have been further advised that you
may take up to 21 days to do so. This agreement is a revision of the
agreement presented to you on August 21, 2002. You acknowledge that
you were so advised and that this revised Agreement was presented to
you on September 9, 2002.
(d) You may revoke this Agreement in writing within seven (7) days of its
execution, and this Agreement shall only become effective if you have
not revoked this Agreement and the seven-day period has expired.
IN WITNESS WHEREOF, PC Connection and Xxxxx Xxxxxx have each caused this
Agreement to be executed on the date set forth below.
Agreed:
PC Connection, Inc.
By: /s/ Xxxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx
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Xxxxxxxx Xxxxxx, Chairman Xxxxx Xxxxxx
September 19, 2002 September 19, 2002
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Date Date
