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Exhibit 10(v)
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May 29, 1996
Xx. Xxxx X. Xxxxxx
00 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Dear Xxxx:
This letter sets forth our agreement with respect to your employment with DNX
Corporation and any subsidiary or affiliate thereof (collectively referred to
herein as the "Company") and special separation benefits relating to the
termination thereof, as follows:
1. POSITION AND DUTIES: Prior to termination of your employment and
subject to Section 4(b) hereof, you will devote your full time and attention to
the operations and affairs of the Company with such duties and responsibilities
as the Chief Executive Officer of DNX Corporation may reasonably determine;
provided, however, that such duties and responsibilities shall be consistent
with being Chief Financial Officer, and further provided, that if the duties and
responsibilities are changed so they are not consistent with being the Chief
Financial Officer, such duties and responsibilities as you and the Chief
Executive Officer may mutually agree within 30 days and if no mutual agreement
is reached you may treat such change of duties and responsibilities as a
termination of your employment pursuant to Section 4 below.
2. COMPENSATION: Prior to the termination of your employment, you will
be paid biweekly at the annual rate of $135,000, or as authorized by the
Compensation Committee of the Board of Directors of DNX Corporation. Such
compensation shall be paid in accordance with the Company's normal procedures
for compensating its employees and shall be subject to withholding for
applicable taxes or government charges.
3. BENEFITS: Prior to the termination of your employment, you will
remain eligible to participate in such vacation, medical, dental, 401(k)
savings, life, and disability benefit programs as may be established by the
Company, and, you will remain eligible to participate in the DNX Corporation
1988 and 1991 Stock Option Plans, as authorized by the Compensation Committee of
the Board of Directors of DNX Corporation.
4. SEVERANCE OBLIGATIONS: (a) Following the termination of your
employment as an employee of DNX Corporation (unless your employment is
terminated for "cause" as defined below and subject to Section 5 below), the
Company will provide to you:
(1) biweekly severance payments at the rate of your base salary at the
time of termination until the earlier of (i) the date you obtain other
employment, either on a part-time or full-time basis, or (ii) 12
months following your termination date. Any payments made would be
reduced by applicable taxes and other required withholdings;
(2) continuation of medical and dental insurance coverage until the
earlier of (i) the date you are eligible for similar coverage at a
new employer, or (ii) for the period of salary continuation; and
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Xx. Xxxx X. Xxxxxx
May 29, 1996
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(3) amendments to all stock option grants to provide for an 18-month
exercise period.
(b) Should there be a Change of Control (as defined herein) of DNX and (i)
you are terminated within 12 months after such Change of Control (unless your
employment is terminated for "cause" as defined below and subject to Section 5
below), or (ii) if (A) your duties and responsibilities after the consummation
of the transaction effecting the Change of Control are not consistent with being
a Chief Financial Officer or an equivalent position at a public company which is
not a subsidiary of any other corporation, partnership or other entity, or (B)
unless you and the Board of Directors mutually agree on or prior to 30 days
before the consummation of the transaction effecting the Change of Control that
the provisions of this Section 4(b) shall not apply if your duties and
responsibilities are or will be changed as a result of the transaction effecting
the Change of Control so they are not consistent with being the Chief Financial
Officer or an equivalent position at a public company which is not a subsidiary
of any other corporation, partnership or other entity, the Company will provide
to you:
(1) biweekly severance payments at the rate of your base salary at the
time of termination for a period of 12 months regardless of
employment status;
(2) continuation of medical and dental insurance coverage until the
earlier of (i) the date you are eligible for similar coverage at a
new employer, or (ii) for the period of salary continuation; and
(3) immediate vesting of all stock option grants; and
(4) amendments to all stock option grants to provide for an 18-month
exercise period.
For the purpose of this agreement, the term "Change of Control" shall
mean that any shareholder or group of related shareholders shall acquire 50
percent or more of the voting stock or shall elect or have the right to elect 50
percent or more of the directors.
For the purposes of this agreement, the term "cause" means your (a)
commission of an act that is determined by the Board of Directors to be
fraudulent or dishonest conduct or a material breach of any of the Company's
policies, (b) conviction of a felony or knowing violation of any federal, state,
or local law applicable to the Company or (c) intentional refusal, without
proper cause, to substantially perform your duties after a demand for
substantial performance has been delivered to you in writing by your
supervisor(s). Upon termination for "cause", the Company shall have no further
liability or obligation to you, except for salary earned but not paid and other
obligations mandated by law.
5. RELEASE: In consideration for the special separation benefits set
forth in Section 4 above, you shall agree to the conditions outlined on the
attached Release. The Company's severance obligations under Section 4 above are
conditional upon your (a) execution and delivery of the Release at the time of
your termination of employment and (b) not revoking the Release within the
revocation period described therein.
6. TERM OF AGREEMENT: This agreement shall have a five-year term
from the date of this letter or May 28, 2001.
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Xx. Xxxx X. Xxxxxx
May 29, 1996
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7. GOVERNING LAW: This agreement shall be governed by and construed in
accordance with the internal laws of the State of New Jersey without regard to
conflicts of law principles.
8. ENTIRE AGREEMENT; MODIFICATION: This agreement, the attached
Release, and the Invention and Non-Disclosure Agreement executed by you on
January 15, 1989, in favor of the Company, constitute the entire agreement
between you and the Company relating to your employment with the Company and the
termination thereof and supersede all other prior understandings or agreements
relating to your employment with the Company and the termination thereof. This
agreement may not be modified or amended except by a writing signed by you and
the Company.
Sincerely,
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Chairman, President &
Chief Executive Officer
PJS:kaw
Attachment
/s/ Xxxx X. Xxxxxx May 29, 1996
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Xxxx X. Xxxxxx Date
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RELEASE
In return for and in consideration of the special separation benefits
set forth in the attached letter dated May 28, 1996, I, Xxxx X. Xxxxxx, on
behalf of myself and my dependents, successors, assigns, heirs, executors and
administrators, hereby release and forever discharge DNX Corporation, its
affiliated and subsidiary companies and the officers, directors, stockholders,
members, employees, agents, heirs, successors and assigns thereof, including
without limitation any and all management and supervisory personnel thereof
(collectively referred to herein as the "Company"), from any and all actions and
causes of action, claims and demands, suits, damages, costs, attorney's fees,
expenses, debts, dues, accounts, bonds, covenants, contracts, agreements and
compensation whatsoever, whether in law or equity, whether they are now known or
unknown, whether they are accrued or unaccrued, based upon facts which occurred
through the date of this Release (except that this Release shall not apply to
the obligations of DNX Corporation under the attached letter). This Release
includes, but is not limited to, any claims under state or federal employment,
employee benefits, anti-discrimination or other laws, including without
limitation the New Jersey Law Against Discrimination, Title VII of the Civil
Rights Act of 1964, the Equal Pay Act, the Age Discrimination in Employment Act
of 1967, the Americans with Disabilities Act, the Employee Retirement Income
Security Act of 1974, any and all claims arising out of or relating to my
employment by the Company and the termination of my employment with the Company
and any and all claims of wrongful or unjust discharge or breach of any contract
or promise, express or implied.
In connection with this Release, I further acknowledge, admit and
affirm the following:
1. I fully understand this entire Release and agree that the
language of the Release is not confusing to me.
2. I understand that among the causes of action or claims forever
waived and released by me under this Release are any and all claims arising
under the Age Discrimination in Employment Act of 1967.
3. I understand that this Release does not waive rights or claims
arising under the Age Discrimination in Employment Act of 1967 that may arise
after the date this Release is signed.
4. I am herein advised in writing that with regard to my waiver of
rights under this Release, including under the Age Discrimination in Employment
Act of 1967, I have the right to consult with and be advised by a lawyer of my
own choice at my own expense prior to signing this Release.
5. I understand that I have 21 days to consider this Release, and
to consult with a lawyer regarding its terms and the rights and claims I am
waiving by signing it, before I sign this Release. This 21-day consideration
period will expire on ___________________________.
6. I understand that if I sign this Release, I will have an
unqualified right to change my mind and revoke this Release within seven days. I
also understand that if I do not exercise my revocation right within seven days,
this Release becomes final and forever binding on the
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eighth day following my signing of this Release. I further understand that the
obligations of DNX Corporation under the attached letter are contingent upon my
execution of both this Release and the attached letter and upon the passage of
the seven-day revocation period described above without my revoking this
Release.
7. This Release shall not affect the rights I have under the
attached letter, including my rights under the Company's employee benefit plans
as described in the attached letter.
8. The provisions of the Invention and Non-Disclosure Agreement
executed by me in favor of the Company, a copy of which is attached hereto,
shall continue in full force and effect notwithstanding my signing of this
Release.
9. I agree that I will never file a lawsuit or complaint asserting
any claim that is released hereunder.
10. I represent that I have returned to the Company all of the
Company's records, documents or other property in my possession. This
representation is material to the Company's offer to me of the terms set forth
in the attached letter. If this representation is found to be false, the
Company's obligations to make payments under the attached letter will be
terminated, but all other provisions thereof will remain in effect.
11. This Release and the attached letter do not constitute an
admission of liability by me or the Company.
12. This Release was fully explained to me to my complete
satisfaction. I understand the separation benefits and terms agreed upon and
further acknowledge that no other promises or inducements have been made to me.
13. I have carefully read this entire Release, have been given
ample opportunity to consult with my own counsel and have signed this Release
fully intending to be legally bound by all its terms and conditions.
14. I agree that all provisions, terms and conditions of this
Release are and shall remain CONFIDENTIAL and shall not be disclosed to any
person not a party hereto under any circumstances, except as required by law.
15. I agree that in the event that I breach any of the terms of
this Release, I will forfeit the settlement amount plus any expenses or damages
incurred as a result of the breach.
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In witness whereof, I knowingly and freely have signed this Release
this 29th day of May 1996.
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
