EXHIBIT 10 (XIV)
CYBEX INTERNATIONAL, INC.
00 XXXXXXX XXXXX
XXXXXX, XXXXXXXXXXXXX 00000
November 20, 2000
Xx. Xxxxx Xxxxxx
Cybex International, Inc.
00 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: SEPARATION AGREEMENT
Dear Xxxxx:
You have announced your retirement as an employee, officer and director of
Cybex International, Inc. ("Cybex"). This letter sets forth the understanding
between you and Cybex with respect to your retirement, including the severance
benefits payable to you.
This will confirm that you and Cybex have agreed as follows:
1. Your resignation as an employee, officer and director of Cybex, and
of any subsidiary of Cybex, shall be effective December 31, 2000, or such other
date as may be agreed to in writing by you and Cybex (the "Effective Date").
2. Pending the Effective Date, you will continue to receive your normal
compensation. During this period, you will continue to be available for services
to the Company as requested (subject to your use of vacation and personal days),
and in any event you will participate in a smooth transition to your successor.
3. You will continue to receive, as a severance benefit, your current
salary ($377,000 per annum) for the 24 month period following the Effective Date
(the "Severance"). The Severance shall be payable on a weekly basis in
accordance with the normal payroll cycle of Cybex. The Severance is subject to
early termination or reduction as provided in paragraph 5(a) below and
acceleration as provided in paragraph 5(b) below.
4. During the period that the Severance continues (and whether or not the
Severance is reduced, but not terminated, pursuant to paragraph 5(a) below), you
will continue to be eligible to participate (on the same basis as you currently
participate) in Cybex's health plan. You will have the right to convert the
policy on your life under the Cybex group life plan to a personal policy. Upon
the Effective Date, your right to participate in any other employee benefit plan
of Cybex shall terminate. All of your vacation and personal days will be used by
the Effective Date, and you will not receive any payment for unused vacation,
personal or sick days. Your outstanding stock options will continue to be
subject to the terms provided in the plans and stock option agreements pursuant
to which they were granted, as modified by the letter dated July 10, 2000
between Cybex and you.
5. (a) The Severance payments pursuant to paragraph 3 shall end if you
obtain other employment with compensation of $377,000 per annum or more. In the
event you obtain other employment which has lesser compensation, the Severance
thereafter payable to you will be reduced by the compensation paid to you in
such employment. You will promptly inform the Company upon obtaining any
employment during the 24-month Severance period. For purposes of this paragraph
5, employment includes self-employment, including acting as a consultant for any
third party.
(b) The Severance payments pursuant to paragraph 3 shall accelerate
and be payable in full upon a "Change in Control" of Cybex. In such event, any
remaining Severance shall be payable in a lump sum on or before the 15th day
following the Change in Control. For purposes hereof, the term "Change in
Control" has the meaning ascribed to it in the Employment Agreement dated May
27, 1997 between you and the Company, as amended April 13, 1999 (the "Employment
Agreement").
6. The Employment Agreement, and all of its terms and provisions, shall
terminate on the Effective Date, except that the provisions of paragraphs 6, 7
and 8 shall continue in full force and effect in accordance with their terms.
Without limiting the foregoing, you specifically acknowledge that you will
continue to be subject to the non-competition covenant set forth in paragraph 7
of the Employment Agreement, for the two year period following the Effective
Date.
7. On or prior to the Effective Date you will return all Cybex property,
and all information and materials pertaining to the business, operations,
prospects, financial condition and affairs of Cybex, and any copies or extracts
relating thereto, which is in your possession. During the Severance period, you
will be cooperative in responding to requests for information from Cybex.
8. The payments to be made to you pursuant to this agreement are in lieu
of any other amounts or obligations of Cybex to you as a director, officer
and/or employee, or in any other capacity, are specifically in lieu of any other
sums which might otherwise be due to you pursuant to the Employment Agreement or
otherwise, and are in full satisfaction and release of any and all claims
arising out of your relationship with Cybex and its affiliates, including your
employment, the Employment Agreement, and the termination thereof. This release
includes Cybex, its shareholders and subsidiaries, and their respective
officers, directors, employees and affiliates, and includes without limitation
any claims arising under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Equal Pay Act, the Americans With
Disabilities Act, the Employee Retirement Income Security Act or any other
Federal, State or local law, regulations or ordinances, as well as any common
law claims under any theory now or hereafter recognized. These payments are
valuable additional consideration to you.
9. Cybex hereby releases you from any claim arising out of your
relationship with Cybex and its affiliates, including your acts and omissions as
an officer, director or employee of Cybex or any of its subsidiaries, and Cybex
will indemnify and hold you harmless, to the fullest extent permitted by the
Business Corporation Law of New York, from and against any loss, cost or expense
relating to any such claim.
10. This will confirm that (a) the execution of this agreement by you is
a voluntary act to provide an amicable conclusion to your relationship with
Cybex and its affiliates, (b) you have read all of the terms of this agreement
and have had the opportunity to consult with, and have been advised by, your own
legal counsel, (c) you have been given the opportunity to take a period of at
least 21 days within which to consider this letter agreement and, if you choose
to sign this agreement before that date, you have done so knowingly and
voluntarily, (d) you have the right to change your mind and cancel this
agreement within 7 days following the date that you sign it and this letter
agreement will not be effective until the end of such period, and (e) if you
choose to exercise such right of cancellation, this agreement will be void and
of no effect as to all parties hereto.
11. This agreement constitutes the entire agreement and understanding
between the parties concerning the subjects addressed herein and supersedes any
and all prior agreements or understandings between them. This agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. This agreement and the rights and
obligations of all the parties hereunder shall be construed in accordance with
the laws of the Commonwealth of Massachusetts.
If you are in agreement with the foregoing, please sign and return the
enclosed copy of this letter no later than the end of business on December ,
2000 whereupon this letter will constitute a binding agreement between us
(subject to the provisions of paragraphs 10(d) and (f) above). You will
understand that, in the event we have not received a countersigned copy of this
letter by such date, the proposal set forth in this letter will terminate and be
of no further force or effect.
Very truly yours,
CYBEX INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX,
CHAIRMAN OF THE BOARD
Accepted and Agreed to:
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
803340-3
