SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made by and between
SBS Technologies, Inc. (the "Company"), and Xxxxxxx X. Xxxxxx ("Employee").
WHEREAS, Employee was employed by the Company;
WHEREAS, the Company and Employee have entered into an Employment Agreement
(the "Employment Agreement");
WHEREAS, the Company and Employee have mutually agreed to terminate the
employment relationship;
NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:
1. RESIGNATION. (a) Employee resigns from his position as the Chief
Operating Officer and his position as a member of the Company's Board of
Directors effective immediately. Following his resignation from those
positions, Employee will be assigned to a strategic study effort and will devote
at least thirty hours per week to such effort. He may use an SBS office, but
not in a main building such as the headquarters or the main office of a
subsidiary. Employee will also be provided with reasonable administrative
support. Further, Employee will be permitted to seek other employment following
his resignation as Chief Operating Officer, and section 5 of his Employment
Agreement will no longer be in effect.
(b) Employee will also irrevocably resign from his position
as the Company's President and his position as an employee on May 14, 1998.
2. CONSIDERATION. (a) In consideration of this Agreement, the Company
agrees to pay Employee the equivalent of one month's salary in the amount of
Sixteen Thousand Six-Hundred Sixty-Six Dollars and Sixty-Seven Cents
($16,666.67), less applicable withholding, within ten days of the Effective Date
of this Agreement. Following Employee's resignation as set forth in section
1(a) and 1(b) of this Agreement and then his execution of Exhibit A attached
hereto, the Company agrees to pay Employee the equivalent of five months salary
as severance in the amount of Eighty-Three Thousand Three-Hundred Thirty-Three
Dollars and Thirty-Three Cents ($83,333.33), less applicable withholding. This
amount will be paid over a five month period in accordance with the Company's
payroll practices. During the five month payment period, Employee will no
longer be employed by the Company and will not be entitled to accrual of any
employee benefits, including, but not limited to, vacation benefits or bonuses.
(b) The Company will pay Drake Bean for its CEO program
of out placement services for Employee for the earlier of (a) one year or (b)
until Employee obtains other Employment.
(c) Employee may keep the Company laptop and facsimile
machine currently in his possession.
3. VESTING OF COMMON STOCK. The Parties agree that for purposes of
determining the number of shares of the Company's common stock which Employee is
entitled to purchase from the Company, Employee will be entitled to continue
vesting of stock until May 14, 1998. The exercise of any stock options shall
continue to be subject to the terms and conditions of the Company's Stock Option
Plan and the applicable Stock Option Agreement between Employee and the Company.
4. REIMBURSEMENT OF EXPENSES. Within fifteen (15) days of his
resignation as Chief Operating Officer, Employee must present to the Company an
itemized voucher listing expenses paid by Employee in the performance of his
duties under the Employment Agreement and not previously reimbursed. Following
receipt of the voucher, the Company shall reimburse Employee for all reasonable
expenses itemized thereon, consistent with established Company policy. Any
future expenses of or travel or procurement by Employee must be approved in
writing in advance by Xxxxx Xxxxxxx.
5. CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company.
Further, Employee shall not, in any way, ever interfere with any acquisition
efforts of the Company, including but not limited to the Company's acquisition
efforts with candidates identified by Employee.
6. RETURN OF COMPANY PROPERTY AND RECORDS. Except as provided in
paragraph 2 (c) above, Employee shall return all the Company property and
confidential and proprietary information, including but not limited to drawings,
manuals, letters, notes, notebooks, reports, customer lists, customer data,
mailing lists, and other materials and records of any kind, and copies thereof,
in his possession. Employee shall return such property and information to the
Company by the Effective Date of this Agreement.
7. PAYMENT OF SALARY. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee.
8. RELEASE OF CLAIMS. Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee by
the Company. Employee, on behalf of himself, and his respective heirs, family
members, executors and assigns, hereby fully and forever releases the Company
and its respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns, from, and agrees not to xxx concerning, any claim,
duty, obligation or cause of action relating to any matters of any kind, whether
currently known or unknown, suspected or unsuspected, that he may possess
arising from any omissions, acts or facts that have occurred up until and
including the Effective Date of this Agreement including, without limitation,
(a) any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;
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(b) any and all claims relating to, or arising from, Employee's right
to purchase, or actual purchase of shares of stock of the Company, including,
without limitation, any rights under any Company incentive plan and any claims
for fraud, misrepresentation, breach of fiduciary duty, breach of duty under
applicable state corporate law, and securities fraud under any state or federal
law;
(c) any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and fair dealing,
both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; and
conversion;
(d) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining Notification Act, Older Workers Benefit Protection
Act, the California Fair Employment and Housing Act, and Labor Code section 201,
ET SEQ. and section 970, ET SEQ.;
(e) any and all claims for violation of the federal, or any state,
constitution;
(f) any and all claims arising out of any other laws and regulations
relating to employment or employment discrimination; and
(g) any and all claims for attorneys' fees and costs.
Employee agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this
Agreement.
9. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Employee
acknowledges that he is waiving and releasing any rights he may have under
the Age Discrimination in Employment Act of 1967 ("ADEA") and that this
waiver and release is knowing and voluntary. Employee and the Company agree
that this waiver and release does not apply to any rights or claims that may
arise under ADEA after the Effective Date of this Agreement. Employee
acknowledges that the consideration given for this waiver and release
Agreement is in addition to anything of value to which Employee was already
entitled. Employee further acknowledges that he has been advised by this
writing that (a) he should consult with an attorney PRIOR to executing this
Agreement; (b) he has at least twenty-one (21) days within which to consider
this Agreement; (c) he has at least seven (7) days following the execution of
this Agreement by the parties to revoke the Agreement; and (d) this Agreement
shall not be effective until the revocation period has expired.
-3-
10. CIVIL CODE SECTION 1542. Employee represents that he is not aware of
any claims against the Company other than the claims that are released by this
Agreement. Employee acknowledges that he has been advised by legal counsel and
is familiar with the provisions of California Civil Code Section 1542, which
provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
Employee, being aware of said code section, agrees to expressly waive any
rights he may have thereunder, as well as under any other statute or common law
principles of similar effect.
11. CONFIDENTIALITY. Employee agree to use his best efforts to maintain
in confidence the existence of this Agreement, the contents and terms of this
Agreement, and the consideration for this Agreement (hereinafter collectively
referred to as "Settlement Information"). Employee agrees to take every
reasonable precaution to prevent disclosure of any Settlement Information to
third parties and agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information, unless required by state or
federal law. Employee recognizes that the Company may be required to file the
Agreement under applicable security laws. Employee agrees to take every
precaution to disclose Settlement Information only to those attorneys,
accountants, governmental entities, and family members who have a reasonable
need to know of such Settlement Information.
12. EXCHANGE ACT FILINGS. Employee will file and will cooperate with
filing, in a timely manner, all reports and schedules required to be filed by
Employee or the Company under the Securities Exchange Act of 1934 or other
applicable law or regulation.
13. NO COOPERATION. Employee agrees he will not act in any manner that
might damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so.
14. NON-DISPARAGEMENT. Employee agrees to refrain from any defamation,
libel or slander of the Company and its respective officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns or tortious
interference with the contracts and relationships of the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns. All inquiries by potential future employers of
Employee will be directed to the Company 's Chairman and Chief Executive Officer
or Vice President of Finance and Administration. Upon inquiry, the Company
-4-
shall only state the following: Employee's last position and
dates of employment.
15. NO ADMISSION OF LIABILITY. The Parties understand and acknowledge
that this Agreement constitutes a compromise and settlement of disputed claims.
No action taken by the Parties hereto, or either of them, either previously or
in connection with this Agreement shall be deemed or construed to be (a) an
admission of the truth or falsity of any claims heretofore made or (b) an
acknowledgment or admission by either party of any fault or liability whatsoever
to the other party or to any third party.
16. COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.
17. ARBITRATION. The Parties agree that any and all disputes arising out
of the terms of this Agreement, their interpretation, and any of the matters
herein released, shall be subject to binding arbitration in Santa Xxxxx County
before the American Arbitration Association under its California Employment
Dispute Resolution Rules, or by a judge to be mutually agreed upon. EMPLOYEE
AGREES TO HEREBY WAIVE HIS RIGHT TO A JURY TRIAL AS TO MATTERS ARISING OUT OF
THE TERMS OF THIS AGREEMENT. The Parties agree that the prevailing party in any
arbitration shall be entitled to injunctive relief in any court of competent
jurisdiction to enforce the arbitration award. The Parties agree that the
prevailing party in any arbitration shall be awarded its reasonable attorney's
fees and costs.
18. AUTHORITY. The Company represents and warrants that the undersigned
has the authority to act on behalf of the Company and to bind the Company and
all who may claim through it to the terms and conditions of this Agreement.
Employee represents and warrants that he has the capacity to act on his own
behalf and on behalf of all who might claim through him to bind them to the
terms and conditions of this Agreement. Employee warrants and represents that
there are no liens or claims of lien or assignments in law or equity or
otherwise of or against any of the claims or causes of action released herein.
19. NO REPRESENTATIONS. Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.
20. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.
21. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding between the Company and Employee concerning Employee's separation
from the Company, and supersedes and replaces any and all prior agreements and
understandings concerning Employee's relationship with the Company and his
compensation by the Company.
-5-
22. NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Employee and the Chairman of the Board of the Company.
23. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of California.
24. EFFECTIVE DATE. This Agreement is effective seven days after it has
been signed by both Parties.
25. COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.
26. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on Employee, with the full
intent of releasing all claims. Employee acknowledges that:
(a) He has read this Agreement;
(b) He has been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of his own choice or that he has
voluntarily declined to seek such counsel;
(c) He understands the terms and consequences of this Agreement and
of the releases it contains;
(d) He is fully aware of the legal and binding effect of this
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.
SBS TECHNOLOGIES, INC.
Dated: March 16, 1998 By /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------------
XXXXXXX X. XXXXXX, an individual
Dated: March 13, 1998 By /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx
-6-
APPENDIX A
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made by and between
SBS Technologies, Inc. (the "Company"), and Xxxxxxx X. Xxxxxx ("Employee").
WHEREAS, Employee was employed by the Company;
WHEREAS, the Company and Employee have entered into an Employment Agreement
(the "Employment Agreement");
WHEREAS, the Company and Employee have mutually agreed to terminate the
employment relationship;
NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:
1. RESIGNATION. Employee irrevocably resigns from his position as the
Company's President and his position as an employee effective immediately.
2. CONSIDERATION. (a) After the Effective Date of this Agreement, the
Company agrees to pay Employee the equivalent of five months salary as severance
in the amount of Eighty-Three Thousand Three-Hundred Thirty-Three Dollars and
Thirty-Three Cents ($83,333.33), less applicable withholding. This amount will
be paid over a five month period in accordance with the Company's payroll
practices. During the five month payment period, Employee will no longer be
employed by the Company and will not be entitled to accrual of any employee
benefits, including, but not limited to, vacation benefits or bonuses.
(b) Employee's ten thousand (10,000) non-qualified incentive stock
options awarded on July 31, 1997, will vest and become fully exercisable on the
Effective Date of this Agreement. If the Options for these shares are not
exercised within ninety (90) days of Employee's termination of employment with
the Company, any remaining unexercised options shall automatically terminate on
the end of the 90th day after Employee's termination of employment.
3. VESTING OF COMMON STOCK. The Parties agree that for purposes of
determining the number of shares of the Company's common stock which Employee is
entitled to purchase from the Company, Employee will be entitled to continue
vesting of stock until May 14, 1998. The exercise of any stock options shall
continue to be subject to the terms and conditions of the Company's Stock Option
Plan and the applicable Stock Option Agreement between Employee and the Company.
4. CONFIDENTIAL INFORMATION. The Employment Agreement between Employee
and the Company is terminated, except that the rights and obligations of the
parties arising under paragraph 7 ("Confidential Information") of the Employment
Agreement shall remain in full force and effect. Employee shall continue to
maintain the confidentiality of all confidential and proprietary information of
the Company. Further, Employee shall not, in any way, ever interfere with any
acquisition efforts of the Company, including but not limited to the Company's
acquisition efforts with candidates identified by Employee.
5. RETURN OF COMPANY PROPERTY AND RECORDS. Employee shall return all the
Company property and confidential and proprietary information, including but not
limited to drawings, manuals, letters, notes, notebooks, reports, customer
lists, customer data, mailing lists, and other materials and records of any
kind, and copies thereof, in his possession, except the laptop computer and
facsimile machine. Employee shall return such property and information to the
Company by the Effective Date of this Agreement.
6. PAYMENT OF SALARY. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee.
7. RELEASE OF CLAIMS. Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee by
the Company. Employee, on behalf of himself, and his respective heirs, family
members, executors and assigns, hereby fully and forever releases the Company
and its respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns, from, and agrees not to xxx concerning, any claim,
duty, obligation or cause of action relating to any matters of any kind, whether
currently known or unknown, suspected or unsuspected, that he may possess
arising from any omissions, acts or facts that have occurred up until and
including the Effective Date of this Agreement including, without limitation,
(a) any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;
(b) any and all claims relating to, or arising from, Employee's right
to purchase, or actual purchase of shares of stock of the Company, including,
without limitation, any rights under any Company incentive plan and any claims
for fraud, misrepresentation, breach of fiduciary duty, breach of duty under
applicable state corporate law, and securities fraud under any state or federal
law;
(c) any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and fair dealing,
both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; and
conversion;
(d) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining Notification Act, Older Workers Benefit Protection
Act, the California Fair Employment and Housing Act, and Labor Code section 201,
ET SEQ. and section 970, ET SEQ.;
-3-
(e) any and all claims for violation of the federal, or any state,
constitution;
(f) any and all claims arising out of any other laws and regulations
relating to employment or employment discrimination; and
(g) any and all claims for attorneys' fees and costs.
Employee agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this
Agreement.
8. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Employee
acknowledges that he is waiving and releasing any rights he may have under
the Age Discrimination in Employment Act of 1967 ("ADEA") and that this
waiver and release is knowing and voluntary. Employee and the Company agree
that this waiver and release does not apply to any rights or claims that may
arise under ADEA after the Effective Date of this Agreement. Employee
acknowledges that the consideration given for this waiver and release
Agreement is in addition to anything of value to which Employee was already
entitled. Employee further acknowledges that he has been advised by this
writing that (a) he should consult with an attorney PRIOR to executing this
Agreement; (b) he has at least twenty-one (21) days within which to consider
this Agreement; (c) he has at least seven (7) days following the execution of
this Agreement by the parties to revoke the Agreement; and (d) this Agreement
shall not be effective until the revocation period has expired.
9. CIVIL CODE SECTION 1542. Employee represents that he is not aware of
any claims against the Company other than the claims that are released by this
Agreement. Employee acknowledges that he has been advised by legal counsel and
is familiar with the provisions of California Civil Code Section 1542, which
provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
Employee, being aware of said code section, agrees to expressly waive any
rights he may have thereunder, as well as under any other statute or common law
principles of similar effect.
10. CONFIDENTIALITY. Employee agree to use his best efforts to maintain
in confidence the existence of this Agreement, the contents and terms of this
Agreement, and the consideration for this Agreement (hereinafter collectively
referred to as "Settlement Information"). Employee agrees to take every
reasonable precaution to prevent disclosure of any Settlement Information to
third parties and agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information, unless required by state or
federal law. Employee recognizes that the Company may be
-3-
required to file the Agreement under applicable security laws. Employee
agrees to take every precaution to disclose Settlement Information only to
those attorneys, accountants, governmental entities, and family members who
have a reasonable need to know of such Settlement Information.
11. EXCHANGE ACT FILINGS. Employee will file and will cooperate with
filing, in a timely manner, all reports and schedules required to be filed by
Employee or the Company under the Securities Exchange Act of 1934 or other
applicable law or regulation.
12. NO COOPERATION. Employee agrees he will not act in any manner that
might damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so.
13. NON-DISPARAGEMENT. Employee agrees to refrain from any defamation,
libel or slander of the Company and its respective officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns or tortious
interference with the contracts and relationships of the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns. All inquiries by potential future employers of
Employee will be directed to the Company 's Vice President of Human Resources.
Upon inquiry, the Company shall only state the following: Employee 's last
position and dates of employment.
14. NO ADMISSION OF LIABILITY. The Parties understand and acknowledge
that this Agreement constitutes a compromise and settlement of disputed claims.
No action taken by the Parties hereto, or either of them, either previously or
in connection with this Agreement shall be deemed or construed to be (a) an
admission of the truth or falsity of any claims heretofore made or (b) an
acknowledgment or admission by either party of any fault or liability whatsoever
to the other party or to any third party.
15. COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.
16. ARBITRATION. The Parties agree that any and all disputes arising out
of the terms of this Agreement, their interpretation, and any of the matters
herein released, shall be subject to binding arbitration in Santa Xxxxx County
before the American Arbitration Association under its California Employment
Dispute Resolution Rules, or by a judge to be mutually agreed upon. EMPLOYEE
AGREES TO HEREBY WAIVE HIS RIGHT TO A JURY TRIAL AS TO MATTERS ARISING OUT OF
THE TERMS OF THIS AGREEMENT. The Parties agree that the prevailing party in any
arbitration shall be entitled to injunctive relief in any court of competent
jurisdiction to enforce the arbitration award. The Parties agree that the
prevailing party in any arbitration shall be awarded its reasonable attorney's
fees and costs.
-4-
17. AUTHORITY. The Company represents and warrants that the undersigned
has the authority to act on behalf of the Company and to bind the Company and
all who may claim through it to the terms and conditions of this Agreement.
Employee represents and warrants that he has the capacity to act on his own
behalf and on behalf of all who might claim through him to bind them to the
terms and conditions of this Agreement. Employee warrants and represents that
there are no liens or claims of lien or assignments in law or equity or
otherwise of or against any of the claims or causes of action released herein.
18. NO REPRESENTATIONS. Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.
19. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.
20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding between the Company and Employee concerning Employee's separation
from the Company, and supersedes and replaces any and all prior agreements and
understandings concerning Employee's relationship with the Company and his
compensation by the Company.
21. NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Employee and the Chairman of the Board of the Company.
22. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of California.
23. EFFECTIVE DATE. This Agreement is effective seven days after it has
been signed by both Parties.
24. COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.
25. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on Employee, with the full
intent of releasing all claims. Employee acknowledges that:
(a) He has read this Agreement;
(b) He has been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of his own choice or that he has
voluntarily declined to seek such counsel;
-3-
(c) He understands the terms and consequences of this Agreement and
of the releases it contains;
(d) He is fully aware of the legal and binding effect of this
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.
SBS TECHNOLOGIES, INC.
Dated: May 14, 1998 By /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------
XXXXXXX X. XXXXXX, an individual
Dated: May 14, 1998 By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
