1
Exhibit 10.34
AGREEMENT
THIS AGREEMENT IS made and entered into effective the 1st day of
August, 1994, by and between XXXXX XXXXXX, of 00 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxxxxxxx 00000 (hereinafter referred to as "Executive"), and SUMMA FOUR, INC.
of 00 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000 (hereinafter referred to
as the "Company").
RECITALS
WHEREAS, Executive is a valued employee of the Company and is currently
Chairman, Chief Executive Officer, President and a member of the Board of
Directors of the Company;
WHEREAS, Executive desires to receive assurances concerning the receipt
of severance pay from the Company in the event of his Resignation, Termination
or involuntary separation from the Company on grounds other than "for cause";
WHEREAS, the Company desires to provide written severance pay
assurances to Executive to induce him to continue his service to the Company;
WHEREAS, the parties hereto desire to promote their mutual interests by
imposing certain restrictions and/or obligations on themselves.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. SEVERANCE PAYMENTS. In the event that Executive's employment with
the Company is (a) terminated by the Company for any reason other than cause
2
("Termination"), Executive shall be entitled to receive monthly severance
payments from the Company for eighteen (18) months from the date of his
Termination, or (b) if Executive shall resign after a new President/Chief
Executive Officer has been appointed and at a time when he could not be
terminated for cause ("Resignation"), he shall be entitled to receive severance
payments from the Company for six (6) months from the date of his Resignation.
For purposes of this section, the monthly severance payments to be paid to
Executive shall be based upon his annual base salary with the Company as of the
date of Resignation or Termination. Additionally, in the event of Executive's
Resignation or Termination, the Company will maintain for a period of eighteen
(18) months from the date of Resignation or Termination, then existing life,
medical, and dental insurance benefits.
2. BONUS PAYMENT. Executive shall be entitled to payment of his bonus
prorated for the period of time he was employed during the fiscal year prior to
his Resignation or Termination. The bonus shall be payable when other executive
bonus payments are made for the fiscal year.
3. STOCK OPTIONS. In consideration of Executive's long years of service
to the Company, in the event of Executive's Resignation or Termination as
provided herein, all of Executive's outstanding unvested employee stock options
shall vest as of the date of Resignation or Termination. The Compensation
Committee of the Board will, at that time, consider whether to grant Executive
one (1) year from the date of Resignation or Termination to exercise all or any
portion of his employee stock options outstanding or accelerated as of the date
of Resignation or Termination.
-2-
3
4. COMPANY DISCLAIMER OF LIABILITY. The Company's payment of severance
pay to Executive shall not in any way be construed as an admission by the
Company that it has acted wrongfully with respect to Executive, or that
Executive has any claims whatsoever against the Company, its officers, employees
or agents.
5. RELEASE BY EXECUTIVE. In consideration of the Company's severance
payments outlined in Section 1 above, Executive does hereby release, remise and
forever discharge the Company, its successors, assigns, officers, directors and
employees from any and all causes of action, suit, demand, and claims which
arose against the Company during the time of or as a result of Executive's
employment with the Company of any nature whatsoever, known or unknown,
suspected or unsuspected, including age, race, religion or other forms of
discrimination; or claims arising out of the Company's right to terminate its
employees; or claims for alleged personal injuries, emotional distress and pain
and suffering which arose out of Executive's employment with the Company.
6. GENERAL PROVISIONS. This Agreement sets forth the entire agreement
between the parties hereto, and fully supersedes any and all prior agreements
and understandings between the parties hereto pertaining to the subject matter
of this Agreement. This Agreement is made under the laws of the State of New
Hampshire and shall be construed according to New Hampshire law. This Agreement
may only be modified, amended or cancelled by a written amendment signed by the
parties.
-3-
4
THE FOREGOING AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS. THE SIGNATURES BELOW ATTEST THAT THE PARTIES HAVE CAREFULLY READ THIS
AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above-mentioned.
SUMMA FOUR, INC.
By:___________________________________ ____________________________________
Its: Xxxxx Xxxxxx
-4-
