Exhibit 10(r)(2)
Name: Xxxxx X. Xxxxxxx
THE DOCUMENT COMPANY
XEROX
RELEASE
1. In consideration of Xerox' agreement to enter into this Release and the
letter agreement dated October 3, 2001, attached hereto and incorporated herein,
and other good and valuable consideration the adequacy and receipt of which are
hereby acknowledged, Xxxxx X. Xxxxxxx ("Xxxxxxx") releases Xerox Corporation
("Xerox") and its employees, directors, officers, agents, stockholders,
subsidiaries, affiliates, successors and assigns, together with the Xerox
employee benefits plans in which he is now or has been a participant and their
trustees, administrators, successors, assigns, agents and employees
(collectively, the "Company Releasees"), from any and all claims of any kind,
known or unknown, which he now has or may have against any of the Company
Releasees by reason of facts which have occurred prior to the date of this
Release and that arise out of or relate to his employment, service or status as
a director, officer or employee of Xerox or the termination thereof, other than
claims arising under, or preserved by, the attached letter agreement and claims
that are based on willful gross misconduct or willful fraud. Such released
claims include, without limitation: any and all such claims that are based on
age discrimination under the Age Discrimination in Employment Act of 1967 or the
Older Workers' Benefits Protection Act of 1990; any and all such claims under
Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866, 1870,
1871 and 1991, the Americans with Disabilities Act of 1990, the Rehabilitation
Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of
1963, the Fair Labor Standards Act of 1938, the Employee Retirement Income
Security Act of 1974, the Worker Adjustment and Retraining Notification Act of
1989, the Uniformed Services Reemployment Rights Act of 1994 and the Vietnam Era
Veteran's Readjustment Assistance Act of 1974 (all as amended); any and all such
claims based on the laws of the state(s) where Romeril is employed and resides,
including by example and not limitation state fair employment practices law(s),
and any other federal, state or local statute or regulation regarding employment
or discrimination in employment; any and all such claims arising out of, based
upon or relating to the hiring or employment by Xerox of Romeril or any
representations or commitments made by any of the Company Releasees regarding
future employment, remuneration, promotion, discipline, termination from
employment, or benefits payable by any of the Company
Releasees to Romeril; any and all such claims under State contract or tort law,
such as breach of the implied covenant of good faith and fair dealing, and
negligent or intentional infliction of emotional distress and defamation; any
and all such claims for punitive or compensatory damages, costs or attorneys
fees; and any and all claims Romeril has against Xerox based upon its employee
relocation policy, in each case other than claims arising under, or preserved
by, the attached letter agreement or otherwise excluded from the release set
forth in this Section 1.
2. In consideration of Romeril's agreement to enter into this Release and the
attached letter agreement, and other good and valuable consideration the
adequacy and receipt of which are hereby acknowledged, Xerox, on behalf of each
of the Company Releasees, hereby releases Romeril and his estate, legal
representatives, agents, attorneys, heirs, executors, family members, successors
and assigns (collectively, the "Romeril Releasees") from any and all claims of
any kind, known or unknown, which any Company Releasee now has or may have
against any of the Romeril Releasees by reason of facts which have occurred
prior to the date of this Release and that arise out of or relate to Romeril's
employment, service or status as a director, officer or employee of the Company
or the termination thereof, other than (i) claims arising under, or preserved
by, the attached letter agreement, (ii) claims that are based on gross
misconduct or fraud and (iii) claims as to which Xerox can not in accordance
with the law of the State of New York provide indemnification to Romeril.
3. Romeril and Xerox each acknowledge and agree that the consideration set forth
in this Release includes consideration that is in addition to anything of value
to which either is otherwise entitled by law or Xerox policy.
4. Romeril and Xerox each understand and agree that this Release, and the
agreement to provide consideration as set forth above, are not intended and
should not be construed, in any way, as an admission by any of the Company
Releasees or Romeril Releasees of any wrongdoing or liability.
5. Romeril and Xerox each agree not to file or pursue any charge, claim or
action with any government agency, court, arbitrator or other person or body
with apparent jurisdiction based on any claim that is released by this Release.
However, Xxxxxxx understands that nothing set forth in this Release shall be
construed as a condition precedent, penalty or other limitation of his right to
file a charge or complaint with, or participate in an investigation or
proceeding conducted by, the EEOC or any comparable state agency.
6. Xxxxxxx agrees to promptly and fully indemnify each of the Company Releasees
against the bringing of any claim that is released pursuant to Section 1 of this
Release, and Xerox agrees to promptly and fully indemnify each of the Romeril
Releasees against the bringing of any claim that is
released pursuant to Section 2 of this Release. The foregoing indemnification
shall extend to all liability, losses, costs and expenses (including reasonable
attorneys' fees) incurred by any Company or Romeril Releasee in connection with
defending against any claim released under those Sections.
7. Should any part, term or provision of this Release be declared or determined
by any court, arbitrator or other person or body with apparent jurisdiction to
be illegal or invalid, the validity of the remaining parts, terms and provisions
shall not be affected thereby.
8. Xxxxxxx understands and acknowledges that for a period of one year following
the Retirement Date, he will not be eligible for rehire as an employee, or
retention as a contract worker or consultant, of Xerox.
9. Romeril and Xerox agree that this Release shall not release the payments,
benefits and other provisions contained in the attached letter agreement or any
claim or right under this Release.
10. Xxxxxxx acknowledges that he has been advised by Xerox as follows:
. TO CONSULT WITH AN ATTORNEY OF HIS CHOOSING TO COUNSEL HIM AS TO HIS
RIGHTS BEFORE HE SIGNS THIS RELEASE;
. TO TAKE SUFFICIENT TIME TO DECIDE WHETHER TO SIGN THIS RELEASE. HE HAS
21 DAYS FROM THE DATE THIS RELEASE IS FIRST PROVIDED TO HIM TO
CONSIDER IT BEFORE HE SIGNS IT AND RETURNS IT TO XEROX;
. THAT EVEN AFTER HE SIGNS AND RETURNS THIS RELEASE TO XEROX, HE WILL
HAVE 7 DAYS THEREAFTER TO CHANGE HIS MIND AND REVOKE HIS RELEASE BY
ASKING XEROX FOR ITS RETURN.
11. Romeril and Xerox each understand and agree that this release waives, to the
extent provided, all claims either of them may have at the time they sign it,
including claims they do not then know about or suspect. They each further
understand and acknowledge that California Civil Code, Section 1542 provides: "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each
of them hereby expressly waives any rights he/it may have under that Code
section, if applicable, or any other similar state or federal statute or common
law principle of similar effect.
XEROX CORPORATION
By:
Name:
Title:
Date Release first provided to Romeril: October 3, 2001
Date counterpart of this Release, executed by Xerox, is provided to Romeril:
(To be filled in by Xerox)
Date Release signed by Romeril and returned to Xerox:
(To be filled in by Romeril)
Xxxxx X. Xxxxxxx
