Exhibit 10.72
AGREEMENT AND RELEASE
Xxxx Xxxxxxxxxxx, "Eherenfeldt", was informed by HA-LO INDUSTRIES, INC.
("HA-LO") on or about September 30, 1999 that his employment was being
terminated effective September 30, 1999. "Eherenfeldt" wishes to receive a
severance payment to which he would not otherwise be entitled on the occasion of
his separation of employment from HA-LO:
In consideration of the foregoing, and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged:
1. "Eherenfeldt" agrees that by executing this Release he does hereby, for
himself, his heirs, executors, administrators, representatives, successors
and assigns, releases and forever discharges HA-LO and each of its
employees, representatives, and all persons acting for, by, through, under
or in concert with any of them (collectively "HA-LO"), of and from any and
all claims, demands, causes of action, suits, debts, accounts, claims for
attorney's fees, interest, expenses and costs, damages, judgments, and
executions of any nature whatsoever, which "Eherenfeldt", his heirs,
executors, administrators, representatives, successors, or assigns, had, or
now has, from the beginning of time to the date hereof, against HA-LO and
the Released Parties, whether based on the Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities
Act, the Age Discrimination in Employment Act, as amended, including the
Older Workers Benefit Protection Act of 1990, or any other federal or state
statute, common law, rule or regulation, whether known or unknown, against
HA-LO or any of the Released Parties.
2. "Eherenfeldt" covenants and agrees that for a period of 2 years, commencing
on the Agreement's effective date, he will not, directly or indirectly, (a)
solicit HA-LO's then-existing accounts or (b) solicit any HA-LO employee or
Independent Contractor Sales Representative for purposes of terminating
their relationship with HA-LO.
3. "Eherenfeldt" covenants and agrees that for a period of 1 year, commencing
on the Agreement's effective date, he will not be employed by or a
consultant to, be engaged in any manner whatsoever by, have an ownership
interest (direct or indirect) in, or be a lender to, any business or person
which competes with HA-LO, in distributing advertising specialties,
promotions and incentive programs to third parties (the "Business"), in any
geographic area in the United States, where HA-LO is currently engaged in
the Business, except for "Eherenfeldt's" passive investment of less than
five percent (5%) of the outstanding shares of capital stock of any
publicly traded corporation engaged in the Business.
4. "Eherenfeldt" acknowledges and agrees that HA-LO has disclosed propriety,
trade secret and confidential information to "Eherenfeldt" which is not in
the public domain regarding the Business (the "Protected Information").
Such Protected Information consists of, among other things: (i) business
and product plans and development; (ii) creative ideas and developments;
(iii) customers; (iv) business partners, vendors and suppliers; (v)
biographical and financial data of HA-LO and its employees; and (vi)
derivatives of all thereof, as is related to the creation, development,
marketing, selling, products, operations, personnel and financial plans of
the Business. "Eherenfeldt" shall not utilize any such Protected
Information for any purpose in competition with or which will be harmful to
the Business or its personnel.
5. In consideration of such release and other covenants, and provided he does
not revoke this Agreement after execution as provided herein, "Eherenfeldt"
acknowledges the receipt and sufficiency of the following:
a. 9 months' wages, less applicable payroll taxes, to be paid at
"Eherenfeldt's" current wage rate and on the same schedule on
which he is currently paid by HA-LO;
b. 9 months continuation of "Eherenfeldt's" insurance benefits,
if any, to be maintained at "Eherenfeldt's" current wage rate
and on the same schedule on which he is currently paid by
HA-LO;
c. This will have no effect on the Employee's right to exercise
their existing Stock Options. These options will remain as if
"Eherenfeldt" had not been terminated;
d. Continued use of a HA-LO office, including phone number,
voicemail, facsimile, computer, e-mail address, mailing and
secretarial services, until December 31, 1999.
e. "Eherenfeldt" further acknowledges and understands that the
above items are not otherwise owed to him under any HA-LO
policy.
6. This Release shall be governed by and interpreted in accordance with the
laws of the State of Illinois.
7. "Eherenfeldt" acknowledges that he has entered into this Release freely and
voluntarily.
8. By this document, HA-LO has advised "Eherenfeldt" to consult with an
attorney concerning this Agreement and to discuss its terms with an
attorney.
9. It is expressly understood and agreed by "Eherenfeldt" that the terms of
this Agreement shall be confidential and that he shall not make any
statements, oral or written, pertaining to or in any way connected with his
employment with HA-LO of his separation of employment therefrom, or to any
element of this Agreement, or any other terms of the Agreement, other than
to state that the matter has been settled, if asked.
10. It is expressly understood and agreed by "Eherenfeldt" that all of his
attorney's fees and costs, if any, incurred by him are to be satisfied out
of the payment set forth in paragraph 5 and that HA-LO shall have no
liability for attorney's fees and costs of any other matter.
11. This Agreement and its exhibits, if any constitute and contain the entire
agreement between "Eherenfeldt" and HA-LO with respect to the subject
matter hereof. This Agreement supersedes any and all prior negotiations,
agreements, understandings, correspondence, communications, covenants,
arrangements, representations and warranties, whether oral or written
(together the "Prior Communications") and no one may rely or shall be
deemed to have relied upon such Prior Communications.
12. This Agreement may only be modified, amended or supplemented by a writing
executed by the parties affected by such modification, amendment or
supplement.
13. If any provision of this Agreement shall for any reason be held invalid or
unenforceable, such inability or uneforceability shall not be construed as
though such invalid or unenforceable provision had never been contained
herein. If a provision is severed under this paragraph, the parties agree
to negotiate in good faith to replace such provision with a provision that
closely approximates the intent of the severed provision.
14. HA-LO provided this document to "Eherenfeldt" on or about September 30,
1999. "Eherenfeldt" has a period of 21 calendar days to consider signing
this document. If "Eherenfeldt" chooses to sign this document, he may
revoke his assent at any time within a period of seven (7) calendar days
following the execution by him by providing written notice of same to Xxxxx
XxXxx, HA-LO's Human Resources Director, 0000 Xxxx Xxxxx Xxxxxx, Xxxxx,
Xxxxxxxx, 00000-0000, fax number (000) 000-0000.
I HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY THE ABOVE RELEASE. I HAVE
BEEN ADVISED TO SEEK THE ADVICE OF AN ATTORNEY OF MY OWN CHOOSING. I HAVE SIGNED
THIS RELEASE FREELY AND VOLUNTARILY.
HA-LO INDUSTIRES, INC.,
_____________________________ By: _______________________________
It's authorized agent
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