EXHIBIT
10.14
Agreement and Release
WHEREAS, the parties to this Agreement and Release,
STAFF BUILDERS, INC. , a New York Corporation ("Staff Builders"
or the "Corporation") and XXXXXXX XXX, an individual who resides
at 0 Xxxxxxxx Xx., Xxxxxxxxxx, Xxx Xxxx 00000 ("XXX") wish to
terminate the Employment Agreement between the parties, annexed
hereto as Exhibit A; and
WHEREAS, for good and valuable consideration and other
adequate considerations between the parties; and
WHEREAS, each party to this Agreement and Release, Staff
Builders and XXX have consulted with legal counsel;
NOW THEREFORE, the parties hereby agree as follows:
1. Termination.
XXX'x employment with Staff Builders as Sr. Vice
President - Corporate Support Services is terminated effective
December 31, 1998, and except as provided herein and except for the
terms of the Employment Agreement that survive its termination, the
Employment Agreement executed as of October 1, 1997 shall be
terminated.
2. Salary.
a. Staff Builders will pay to XXX 14 months salary in
weekly increments at the rate required by her Employment Agreement
for said period. See Exhibit A, paragraph 4:
January 1, 1999 - February 28, 2000 XXX will receive
Thirteen Thousand Two Hundred Eighty Four Dollars and Sixty
Eight Cents ($13,284.68) per month on the first day of each
month. [To be paid in weekly increments.]
b. If XXX has not received any income from any other
source, including any consulting revenue, or otherwise secured
alternative employment by February 28, 2000, Staff Builders will
pay to XXX an additional two months salary at the following rate:
March 1, 2000 - April 30, 2000 XXX will receive Thirteen
Thousand Two Hundred Eighty Four Dollars and Sixty Eight Cents
($13,284.68) per month, paid in weekly increments.
2(c) XXX agrees that during the term hereof, she will
provide consulting services as requested by Staff Builders
representatives.
3. Medical Benefits.
Staff Builders will continue to provide medical benefits
to XXX during the entire duration of this Agreement as provided for
in her Employment Agreement on the terms and conditions as such
benefits are offered presently.
4. Paid Vacation.
XXX shall be paid all accrued vacation through December
31, 1998 in one lump sum at the time this Agreement is executed.
5. Non-Discrimination.
XXX understands that there are various state and federal
laws that prohibit employment discrimination on the basis of age,
race, sex, religion, national origin, marital status and disability
and that these laws are enforced by the courts and various
government agencies. By signing this Agreement and Release, XXX
intends to give up any rights she may have under these laws or any
other laws with respect to her employment or the termination of her
employment with or by STAFF BUILDERS and acknowledges that STAFF
BUILDERS has not (a) discriminated against her; (b) breached any
express or implied contract with her; or (c) otherwise acted
unlawfully towards her.
6. Release.
a. As a material inducement to the parties to enter
into this Agreement and Release, XXX covenants not to xxx and
hereby irrevocably and unconditionally releases, acquits and
forever discharges STAFF BUILDERS, and all other affiliated,
subsidiary or related organizations, parents, companies or
divisions, and their respective present, former or future officers,
directors, shareholders, agents, employees, representatives,
consultants, attorneys, successors, and assigns, and all STAFF
BUILDERS' employee benefit plans and the current and former
Trustees of all of them (collectively the 'Releasees'), of and from
any claim, right, demand, charge, complaint, action, cause of
action, obligation, or liability of any and every kind based on any
federal, state, or local law, statute or regulation, whether known
or unknown, suspected or unsuspected, fixed or contingent, whether
in tort or in contract or by statute, which arises or results from
any event, action or inaction occurring prior to the execution of
this Agreement and Release, as well as any and all claims arising
out of or relating to any alleged tortious, wrongful,
discriminatory, defamatory, improper or unlawful act or omission of
STAFF BUILDERS, including without limitation, claims alleging a
violation of the Age Discrimination In Employment Action of 1967,
as amended 29 U.S.C. 621 et seq. The Americans with
Disabilities Act of 1990, 42 U.S.C. 12101 et seq., which arose
prior to the execution of this Agreement and Release, or which
might exist under the qui tam provisions of the False Claims Act,
31 U.S.C. 3730. XXX represents that she has received complete
satisfaction of any and all claims, whether known, suspected or
unknown, that she may have or have had against any of the Releasees
as of the date of this Agreement and Release, and she hereby waives
any and all relief for such claims not explicitly provided for
herein.
x. XXX affirms that she is not aware of any outstanding
administrative or judicial claims, charges, lawsuits or proceedings
of any kind against any of the Releasees to which she is a party or
which were filed on her behalf, and promises not to commence any
proceeding or action against STAFF BUILDERS except to enforce this
Agreement and Release. XXX further agrees not only to release and
discharge the Releasees of and from any and all claims which she
could make on her own behalf, but also those which may have been or
may be made by any other person or organization on her behalf as of
the date of this Agreement and Release.
7. Surrender of Stock Options.
XXX hereby agrees to surrender any and all Stock Options of
STAFF BUILDERS, Inc. (Delaware) ('SBD') granted to her pursuant to
the 1983 Incentive Stock Option Plan, the 1986 Non-Qualified Stock
Option Plan, the 1993 Stock Option Plan and the 1994 Performance-
Based Stock Option Plan (as more particularly described in Exhibit
B), or otherwise, including any options which are vested as of the
date hereof, within 90 days of this Agreement. Within the 90 day
period, XXX may exercise any such options.
8. Confidentiality.
x. XXX acknowledges that as a result of her employment
by STAFF BUILDERS, she has had access to confidential, proprietary
business information belonging to STAFF BUILDERS, as those terms
are defined in paragraph 7 of the Employment Agreement, and hereby
agrees not us use or disclose of any such information personally or
for the benefit of Others. XXX also agrees (1) not to disclose to
anyone any such confidential and proprietary information; and (2)
to comply with any and all provisions of her Employment Agreement
that, by their terms, survive the termination of her employment.
On the date she signs this agreement and Release, XXX further
promises and agrees to return to STAFF BUILDERS any and all
documents or diskettes now in her possession which she received,
sent, generated or had access to in the course of her employment by
STAFF BUILDERS, together with any and all property of STAFF
BUILDERS she has in her possession.
b. She will not disclose, either directly or
indirectly, in any manner whatsoever, any specific information,
fact or opinion of any kind regarding the terms of this Agreement
and Release, to any person or organization, including, but not
limited to, members of the press and media, present and former
officers, employees (except with respect to certain restrictions
upon her concerning future solicitation of Staff Builders'
employees) and agents of the Releasees, and other members of the
public, except to her husband, accountants, lawyers or as otherwise
directed by law, whom shall be bound by this paragraph to the same
extent as XXX and whose violation of this paragraph shall be deemed
to constitute a violation by XXX as if she, herself had personally
violated this paragraph. XXX shall specifically advise her
husband, that he must comply with this paragraph and shall
specifically advise him that a violation by her or him of this
paragraph shall be deemed to be a violation by XXX.
9. Forfeiture.
If in violation of paragraphs 5, 6 or 7 above, XXX files
or causes to be filed a claim, charge or lawsuit against any of the
Releasees with any governmental agency, court or other forum
concerning, in whole or in part, any event occurring as of or prior
to the date of this Agreement and Release or any claim that has
been released herein, or in the event XXX violates the provisions
contained in paragraphs 9 or 10 herein, XXX agrees to forego any
claim to any additional monies or benefits she might otherwise have
a claim to receive pursuant to this Agreement and Release or
otherwise. XXX further agrees that the release set forth in
paragraphs 5, 6 and 7 remains in full force and effect, and that
the balance of this Agreement and Release provides adequate
consideration for such Release.
10. Professional References and Non-Disparagement.
a. Staff Builders will provide positive professional
references for XXX including her dates of service, position held
and duties and responsibilities. Staff Builders will not provide
any negative references to any inquiries by XXX'x potential
employers nor will Staff Builders fail to respond to inquiries by
XXX'x potential employers; and
x. XXX agrees that subsequent to the date of this
Agreement and Release she shall make no verbal or written
statements of any kind regarding Staff Builders or the Releasees
to any person or organization, including, but not limited to,
members of the press and media, present and former officers,
employees and agents of Staff Builders, and other members of the
public, which denigrate, disparage or defame any of the Releasees,
their services, capabilities or reputations.
11. Removal of Non-Compete Clause.
By mutual consent paragraph 7(b) of Exhibit A entitled
'Confidentiality Obligations: Non-Competition by Executive' is null
and void and without legal effect. All remaining subsections of
said paragraph 7 shall remain in full force and effect.
12. Non-Waiver.
The waiver by any party of a breach of any provision
hereof shall not operate or be construed as a waiver of any
subsequent breach by any Party.
13. Entire Agreement.
This Agreement and Release and the exhibits attached
hereto contain the full agreement between XXX and STAFF BUILDERS,
and may not be modified, altered or changed except upon the express
prior written consent of both XXX and STAFF BUILDERS.
14. Consultation with Legal Counsel.
XXX affirms that she has been given at least 21 days to
consider this Agreement and Release and that she has voluntarily
chosen not to wait 21 days to execute this Agreement and Release.
Her choice to execute this Agreement and Release was knowing and
voluntary and made after consultation with her counsel. XXX
understands that she may revoke her agreement hereto by so
notifying STAFF BUILDERS' General Counsel in writing within seven
(7) days after she signs this Agreement and Release.
15. New York Law/Jurisdiction.
This Agreement and Release shall be construed in
accordance with the laws of the State of New York. Any action or
proceeding relating to or arising from this Agreement and Release
or any other dispute between the parties hereto shall be brought
solely in the Supreme Court of the State of New York, Nassau
County. XXX hereby consents to personal jurisdiction and venue in
New York State Supreme Court, County of Nassau any such action or
proceeding. The parties expressly waive their right to trial by
jury in any action or proceeding against the other and consent to
trial before a judge.
16. Construction.
This Agreement and Release is the product of negotiation
and mutual discussion. The rule of construction that an agreement
may be construed against its drafter shall not apply in any action
or proceeding arising from or based, in whole or in part, on this
Agreement and Release.
17. Severability.
The invalidity or unenforceability of any provision of
this Agreement and Release shall in no way affect the validity or
enforceability of any other provision, or any part thereof.
IN WITNESS WHEREOF, Staff Builders and XXX have
executed this Agreement and Release as of this 24th day of
December, 1998.
/s/ Xxxxxxx Xxx
XXXXXXX XXX
STAFF BUILDERS
By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Title: President
