Exhibit 10u
SEVERANCE AND SETTLEMENT AGREEMENT
THIS AGREEMENT, made and entered into December 12, 1995, between Xxxxxx
Xxxxxxxxx ("Executive") and Computer Network Technology Corporation, a Minnesota
corporation ("CNT").
WHEREAS, Executive asserts that he has certain claims against CNT;
WHEREAS, Executive has resigned as the Vice President of Marketing and an
employee of CNT; and
WHEREAS, the parties desire to provide for certain severance payments to
Executive and to compensate Executive for the release of the claims Executive
asserts that he has against CNT, on the terms set forth in this Agreement,
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained in this Agreement, the parties agree as follows:
1. Salary and Benefit Continuation.
(a) Severance Payments. CNT shall pay to Executive the gross amount
of $36,250 as severance pay, in six equal semi-monthly installments of
$6,041.67. Installments shall be payable on CNT's regular paydays and
appropriate federal and state taxes shall be withheld. The installments shall
commence on the first of CNT's regular paydays occurring after Executive signs
this Agreement.
(b) Outplacement. CNT shall provide to Executive through December
31, 1996, the services of an outplacement adviser mutually acceptable to
Executive and CNT, up to a maximum expense of $13,000.
(c) References. CNT shall provide to prospective employers of
Executive references in form and substance as may be agreed upon by CNT and
Executive prior to the 15th calendar day following Executive's execution of this
Agreement.
(d) PTO Hours. CNT shall pay to Executive, in accordance with CNT's
standard policies, amounts accrued for time off ("PTO") that remained unused and
unforfeited as of the termination of Executive's employment.
(e) Life Insurance. CNT shall pay for Executive's life insurance
coverage under COBRA through Reliance Standard Insurance Company's group policy
for six months after the date of this Agreement. Thereafter, Executive shall be
entitled to continue such life insurance for an additional twelve months, at his
own expense, in accordance with COBRA.
2. Non-disparagement and Public Comment. Executive shall not disparage,
defame, or otherwise make any statements reflecting negatively upon CNT, its
products, services, research and development efforts, or employees. For two
years after the date of this Agreement, Executive shall not, without the prior
written consent of CNT, answer questions from or otherwise respond to or
communicate with any reporter or other representative of any newspaper,
magazine, or other media or publication concerning CNT, Executive's employment
by CNT, or the termination of such employment, except to respond "no comment" to
any question or request for comment.
3. Return of Company Property. Executive shall promptly return all
equipment, documents, and other property of CNT that he has in his possession,
custody, or control.
4. SEC Filings. Executive shall sign and file, with CNT's cooperation,
all necessary documents and filings required by the Securities and Exchange
Commission after his termination of employment.
5. Confirmation of Covenants. CNT and Executive hereby amend Executive's
employment agreement with CNT dated May 10, 1994 to provide that Executive's
noncompetition covenant under Section 6 shall only extend for six months after
the date of this Agreement. Executive hereby confirms his obligations under the
provisions of Sections 4 and 5 of his Employment Agreement with CNT dated May
10, 1994. Executive shall treat the terms and conditions of this Agreement as
confidential information of CNT and shall not disclose such terms to any person,
except to members of his immediate family, his attorneys and accountants, and
such other persons to whom disclosure may be required by law.
6. Release. (a) Settlement. While Executive asserts that he has
certain claims against CNT, Executive acknowledges that CNT denies any liability
to Executive for any violation of any legal rights of Executive and Executive
acknowledges that the amounts payable to him pursuant to this Agreement
constitute a substantial benefit to Executive over and above the amount to which
he would otherwise have been entitled under the terms of CNT's severance
practice had he not entered into this Agreement. CNT and Executive intend by
this Agreement to settle any and all claims Executive has or may have against
CNT arising out of or relating to CNT's employment of Executive or the
termination thereof.
(b) Settlement Payments. CNT shall pay to Executive the gross amount
of $26,250 as initial settlement payments, in six equal semi-monthly
installments of $4,375. Installments of initial settlement payments shall be
payable on CNT's regular paydays. The installments shall commence on the first
of CNT's regular paydays occurring after the termination of Executive's
severance payments under Section 1(a). If, after the conclusion of the initial
settlement payments described in the preceding sentence, Executive remains
unemployed or is employed at a monthly gross compensation less than $8,750, CNT
shall pay to Executive an additional gross amount of up to $52,500, in up to 12
semi-monthly installments of up to $4,375 each in the same manner as the initial
settlement payments. If Executive is unemployed, the additional installments
shall be $4,375 each. If Executive is
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employed at a monthly gross compensation less than $8,750, these installments
shall each be in an amount equal to the difference between (i) $4,375 minus (ii)
one-half of Executive's new monthly gross compensation. To receive installments
of additional settlement payments under this Section 6(b), Executive must notify
CNT at least five and no more than ten days prior to payment of each installment
that he is not employed or that he is employed at a monthly gross compensation
of less than $8,750, as the case may be.
(c) Release. For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Executive, for himself, his heirs,
successors and assigns, hereby releases and forever discharges CNT, its
officers, employees, directors, agents, successors and assigns (the "Released
Parties"), of and from any and all manner of actions, suits, claims, damages,
judgments, levies and executions, whether known or unknown, suspected or
unsuspected, liquidated or unliquidated, fixed or contingent, direct or
indirect, at law or in equity, that Executive ever had, has or ever can, shall
or may have or claim to have arising out of or relating to the employment of
Executive by CNT or the termination of such employment, including, without
limitation, any claims arising under or based upon the Minnesota Human Rights
Act, Minn. Stat. (S) 363.01; Title VII of the Civil Rights Act, 42 U.S.C. (S)
2000e, et. seq.; the Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. (X) 00000; the
Age Discrimination in Employment Act, 29 U.S.C. (S) 621 et. seq.; ERISA 29
U.S.C. (S) 1001 and any contract, quasi contract or tort claims with respect to
such matters, whether developed or undeveloped, but excluding any claims arising
under this Agreement. Executive shall not institute any claim for damages or
equitable relief, by charge or otherwise, nor authorize any other party,
governmental or otherwise, to institute any claim for damages or equitable
relief, by administrative or legal proceedings against one or more of the
Released Parties for any matter arising out of or relating to the employment of
Executive by CNT or the termination of such employment, and Executive shall not
permit himself to be a member of any class seeking relief, and will not counsel
or assist in any prosecution of claims, against one or more of the Released
Parties, whether on behalf of himself or others with respect to any such matter.
7. Rescission.
(a) Rescission under Minnesota Statute. Executive has been informed
of his right to rescind this Agreement under Minn. Stat. (S) 363 et. seq.
(prohibiting discrimination in employment) by written notice to CNT within 15
calendar days following his execution of this Agreement. To be effective, such
written notice must be delivered by hand or by mail to Xxxxx Xxxxxxx, Computer
Network Technology Corporation, 000 Xxxxx Xxxxxxx 000, Xxxxx 000, Xxxxxxxxxxx,
Xxxxxxxxx 00000, within such 15-day period. If a notice of rescission is
delivered by mail, it must be: (i) postmarked within such 15-day period; (ii)
properly addressed to Xxxxx Xxxxxxx as set forth above; and (iii) sent by
certified mail return receipt requested. It is understood that CNT shall have no
obligations under this Agreement in the event such notice of rescission by
Executive is timely delivered.
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(b) Revocation under the Age Discrimination in Employment Act.
Executive has been informed of his right to revoke this Agreement under the Age
Discrimination in Employment Act, 29 U.S.C. (S) 621 et. seq. by written notice
informing CNT of his intent to revoke this Agreement within seven calendar days
following his execution of this Agreement. This Agreement shall not become
effective or enforceable until such 7-day period has expired. To be effective,
such written notice must be delivered by hand or by mail, to Xxxxx Xxxxxxx,
Computer Network Technology Corporation, 000 Xxxxx Xxxxxxx 000, Xxxxx 000,
Xxxxxxxxxxx, Xxxxxxxxx 00000, within such 7-day period. If a notice of
rescission is delivered by mail, it must be: (i) postmarked within such 7-day
period; (ii) properly addressed to Xxxxx Xxxxxxx as set forth above; and (iii)
sent by certified mail return receipt requested. It is understood that CNT shall
have no obligations under this Agreement in the event such a notice of
rescission by Executive is timely delivered.
(c) Open for Acceptance. Executive has been informed that the terms
of this Agreement shall be open for acceptance and execution by him for a period
of 21 days during which time he may consider whether to accept this Agreement.
CNT shall not be obligated to make any payments or provide any benefits under
this Agreement until Executive executes this Agreement.
(d) Effect of Violation. The payments and benefits specified in this
Agreement are subject to immediate termination, suspension, or reimbursement in
the event that Executive takes any action or engages in any conduct that is in
violation of this Agreement, recognizing that the damages incurred by CNT in any
such event would be difficult to ascertain.
8. Payments Upon Death. In the event of the death of Executive, any
amounts payable pursuant to this Agreement shall inure to the benefit of, and be
payable or reimbursable to, his estate or heirs, except that CNT shall reimburse
such estate or heirs for amounts owing under Section 1(c) only with respect to
expenses incurred by Executive.
9. Governing Law. This Agreement has been entered into in the State of
Minnesota and shall be governed, construed, and enforced in accordance with the
laws of such state, without giving effect to the conflict of laws principles
thereof.
10. Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of, the parties and their respective heirs, legal representatives,
successors, and assigns.
11. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings among them with respect thereto.
EXECUTIVE HEREBY AFFIRMS AND ACKNOWLEDGES THAT HE HAS READ THE FOREGOING
AGREEMENT AND THAT HE HAS BEEN ADVISED BY CNT TO
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CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. EXECUTIVE FURTHER
AFFIRMS THAT HE UNDERSTANDS THE MEANING OF THE TERMS OF THIS AGREEMENT AND THEIR
EFFECT AND AGREES THAT THE PROVISIONS SET FORTH IN THE ENTIRE AGREEMENT ARE
WRITTEN IN LANGUAGE UNDERSTANDABLE TO EXECUTIVE. EXECUTIVE REPRESENTS THAT HE
ENTERS INTO THIS AGREEMENT FREELY AND VOLUNTARILY AND THAT HE HAS HAD THE
OPPORTUNITY TO OBTAIN AND CONSULT WITH LEGAL COUNSEL OF HIS OWN CHOOSING.
EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT RELIED UPON ANY REPRESENTATIONS BY CNT OR
ITS AGENTS IN DECIDING TO SIGN OR NOT TO SIGN THIS AGREEMENT, OTHER THAN THE
STATEMENTS MADE IN THIS AGREEMENT.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.
COMPUTER NETWORK TECHNOLOGY
CORPORATION
By /s/ Xxxx X. Rollwagan
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Its Chairman
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/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
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