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EXHIBIT 10.35
SEPARATION AGREEMENT AND GENERAL RELEASE
I, Xxxxxxxx X. Xxxx, understand that my employment with Kent Electronics
Corporation, successor by merger to Futronix Acquisition Company (the
"Company"), in Houston, Texas is terminated effective February 29, 2000 (the
"Termination Date").
I have been offered and agree to accept from the Company separation pay in
a lump sum payment in the total amount of One Hundred Sixty-Five Thousand
Twenty-Two and No/100 Dollars ($165,022.00), less payroll withholdings (the
"Termination Compensation"). I understand and agree that this money is not
otherwise due me and is an option being exercised by the Company, as provided in
the Employment Agreement dated as of October 7, 1996 between Kent Electronics
Corporation, Futronix Acquisition Company and me (the "Employment Agreement"). I
further understand that unless the Company and I enter into this Separation
Agreement and General Release (the "Agreement"), I do not have a right to any of
the separation benefits described in this document. The separation pay will be
paid after the revocation period has expired and within 45 days after the
Termination Date.
In consideration for the Termination Compensation, I voluntarily and
knowingly waive, release, and discharge the Company, its parent, successors,
subsidiaries, affiliates, employees, officers, directors, owners, and agents
(the "Other Entities") from all claims, liabilities, demands, and causes of
action of any kind whatsoever, at common law, statutory, constitutional, or
otherwise, known or unknown, arising on or before the Termination Date, which I
may have or claim to have against the Company and/or the Other Entities directly
or indirectly attributable to my relationship or association with the Company
and/or the Other Entities, except for the Company's obligations with respect to
the Termination Compensation. I agree not to file a lawsuit to assert any such
claims. This waiver, release and discharge includes, but is not limited to: (1)
claims arising under federal, state, or local laws prohibiting employment
discrimination such as, without limitation, Title VII of the Civil Rights Act of
1964, the Age Discrimination in Employment Act, the Equal Pay Act, Section 1981
of the Civil Rights Act of 1866, the Americans with Disabilities Act, Section
451 of the Texas Labor Code, and the Texas Commission on Human Rights Act, (2)
claims for breach of contract, (3) claims for personal injury, harm, or other
damages (whether intentional or unintentional), (4) claims growing out of any
legal restrictions on the Company's right to terminate its employees, (5) claims
for wages or any other compensation, or (6) claims for benefits (except those
for which rights are vested under applicable plan documents) including, without
limitation, those arising under the Employee Retirement Income Security Act.
Notwithstanding anything herein contained to the contrary, my execution of
this Separation Agreement and General Release shall not affect, inhibit, alter
or amend any of the respective rights, liabilities and obligations of Landlord
or Tenant pursuant to a Lease Agreement dated November 12, 1993, by and between
X. X. Xxxx, Trustee, as Landlord, and Futronix Corporation, as Tenant, which
Lease was assigned to the Company by operation of law as a result of merger. Any
such rights, liabilities and obligations shall continue from and after the date
of this Agreement and may be enforced by any of the parties to the Lease in any
manner authorized by the Lease or the laws of the State of Texas.
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In further consideration for the Termination Compensation, I agree not to
seek reinstatement or future employment with the Company. I understand that
nothing herein relieves me of any covenants regarding confidential information,
noncompetition and non-solicitation to which I agreed in the Employment
Agreement or the Reorganization Agreement dated September 25, 1996.
I understand and agree not to discuss or disclose any of the terms of this
Separation Agreement and General Release with any person or entity except for my
spouse, my attorney, my tax advisor, and government tax authorities or except as
required by law.
I understand that I have the right to discuss all aspects of this
Separation Agreement and General Release with a private attorney, have been
encouraged to do so by the Company, and have done so to the extent I desired.
Further, I understand that I have up to twenty-one (21) days after the
Termination Date to sign this Separation Agreement and General Release in order
to consider all of its terms. This Separation Agreement and General Release may
be revoked by me in writing to the Company within seven (7) days after I sign
it, and it shall not become effective or enforceable until the revocation period
has expired. If this Separation Agreement and General Release is not signed by
me within the twenty-one (21) day period after the Termination Date, I
understand that it automatically is revoked and is null and void.
I have carefully read and fully understand all of the terms of this
Separation Agreement and General Release. I understand that this Separation
Agreement and General Release sets forth the entire agreement between the
Company and me. I acknowledge that I have not relied upon any representations or
statements, written or oral, not set forth in this document.
This Separation Agreement and General Release shall be governed by and
interpreted under the laws of the State of Texas without regard to Conflict of
Laws.
AGREED AND ACCEPTED on this 15th day of March, 2000.
/s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
This instrument was acknowledged before me on the 15th day of March, 2000,
by the person known to me to be Xxxxxxxx X. Xxxx.
/s/ Xxxxxxxxx X. Xxxxx
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Notary Public, State of TEXAS
Printed Name of Notary: Xxxxxxxxx X. Xxxxx
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My Commission Expires: 2-22-2003
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