Exhibit 10.9
STATE OF NORTH CAROLINA
RESIGNATION AGREEMENT
COUNTY OF MECKLENBURG
THIS RESIGNATION AGREEMENT (this "Agreement") is entered into as
of the 21 st day of December, 1998 by and between GLENAYRE TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), and XXXX X. XXXXX ("Xxxxx").
STATEMENT OF PURPOSE
Xxxxx and the Company entered into an Employment Agreement dated as of
the 27 th day of August, 1996 (the "Employment Agreement") whereby Xxxxx was
employed by the Company as the President and Chief Operating Officer of the
Company. As of the 12 th day of December, 1996, the Employment Agreement was
amended by a document entitled "Amendment to Employment Agreement" which, among
other things, changed Xxxxx'x position to that of President and Chief Executive
Officer. As of the 2 1 " day of May, 1997 the parties entered into a Second
Amendment to Employment Agreement (the Employment Agreement as amended is
hereinafter referred to as the "Amended Employment Agreement"). In addition to
serving as President and Chief Executive Officer, Xxxxx also serves as a member
of the Company's Board of Directors. Xxxxx has decided to voluntarily resign
from his employment with the Company.
Xxxxx and the Company have agreed to terminate their relationship on the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the Statement of Purpose and the te
provisions of this Agreement, the parties hereto mutually agree as follows:
I . Resignation. Xxxxx hereby resigns from his employment with the
Company and resigns from all offices, committees and positions he holds with the
Company and any affiliated company, including but not limited to, President and
Chief Executive Officer of the Company and a member of the Company's Board of
Directors, with said resignation to be effective on December 21, 1998. If
requested by the Company, Xxxxx will execute any additional resignation letters,
forms or other documents which acknowledge his resignation from such employment,
positions, committees and offices.
2. Payment of Compensation and Provision of Certain Benefits by the
Company. The Company agrees to pay or provide Xxxxx with the following:
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(a) Compensation and benefits to which Xxxxx is otherwise entitled
as an employee of the Company at Xxxxx'x current rate and status
through December 31, 1998, including any accrued but unpaid
vacation pay, automobile allowance and previously incurred
expenses, in accordance with the Company's generally applicable
policies and procedures;
(b) An amount equal to two times the annual rate of Xxxxx'x Base
Salary as provided in Paragraph 3(a)(3) of the Amended
Employment Agreement.
(c) Medical and dental benefits for Xxxxx and his dependents until
December 21, 1999 under the Company's group medical plan. Xxxxx
Shall be entitled to elect to continue such coverage under the
COBRA provisions of federal law, and his right to such continued
coverage shall begin on December 21, 1999.
(d) Xxxxx has vested interests under a Company sponsored 401(k)
plan. Xxxxx'x interests in said plan shall be paid when and as
provided in, and otherwise subject to the terms, provisions and
conditions of said plan and nothing in this Agreement shall
modify or override those terms, provisions or conditions.
(e) Xxxxx has vested interests under the Company's 1991 Long-Term
Incentive Plan and its 1996 Incentive Stock Plan and various
stock options have been granted to Xxxxx pursuant to said plans.
In accordance with Paragraph 3(b) of the Amended Employment
Agreement, all previously granted stock options shall become
fully vested and immediately exercisable and shall remain
exercisable for a period of 12 months from the date of this
Agreement.
3. Acknowledgment as to Receipt of Compensation. Xxxxx acknowledges that
he has been paid or provided all compensation and benefits to which he was
entitled through the date of termination of his employment. Xxxxx further
acknowledges that the terms of Paragraph 2 above provide to him all of the
compensation and benefits to which he is entitled under the Amended Employment
Agreement. Moreover, Xxxxx acknowledges that he is not entitled to receive any
payment under the Management by Objectives Bonus Plan for 1998.
4. Survival of Certain Paragraphs of the Amended Employment Agreement.
Notwithstanding the termination of Xxxxx'x employment with the Company, the
parties acknowledge that certain provisions of the Amended Employment Agreement
remain in full
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force and effect. Specifically, renumbered Paragraphs 6 (Confidential
Information), 7 (Benefit of Designs), 8 (Non-Competition), 9 (Indemnification)
and 10 (Reimbursement of Legal and Related Expenses) remain in full force and
effect notwithstanding the termination of Xxxxx'x employment.
5. Employment Taxes and Withholdings. Xxxxx acknowledges and agrees that
the Company shall withhold from the payments and benefits described in this
Agreement all taxes, including income and employment taxes, required to be so
deducted or withheld under applicable law.
6. Release of the Company. Xxxxx, on behalf of himself and his heirs,
personal representatives, successors and assigns, hereby releases and forever
discharges the Company and each and every one of its respective present and
former shareholders, directors, officers, employees, agents, successors and
assigns, of and from any and all claims, demands, actions, causes of action,
damages, costs and expenses, which Xxxxx now has or may have by reason of any
thing occurring, done or omitted to be done to the date of this Agreement;
provided, however, this release shall not apply to any claims which Xxxxx may
have for the payments or benefits expressly provided for Xxxxx or otherwise
specifically referred to in this Agreement, and shall not apply to any rights of
indemnification or exculpation to which Xxxxx would otherwise have been entitled
under the Charter or By-Laws of the Company or any benefits under directors and
officers' insurance maintained by the Company.
7. Release by the Company. The Company does hereby release and forever
discharge Xxxxx, his heirs and assigns of and from any and all claims, demands,
actions and causes of action, damages, costs and expenses, which the Company now
has or may have by reason of anything occurring, done or omitted to be done to
the date of this Agreement.
8. Confidentiality of this Agreement; Employment Reference. Xxxxx shall
not at any time, directly or indirectly, discuss with or disclose to anyone
(other than to members of his immediate family, his attorney, his tax advisors
and the appropriate taxing authorities or as otherwise required by law,
hereinafter "Qualified Persons") the terms of this Agreement, including the
amounts payable hereunder. Xxxxx further agrees that he shall not discuss with
anyone other than Qualified Persons the circumstances surrounding the
termination of his employment. If any person asks Xxxxx about the above matters,
he will simply say that he resigned from the Company and all issues relating to
his employment have been resolved. Xxxxx further agrees that he will refrain
from making derogatory comments about the Company, its Board of Directors, its
officers or agents. The Company agrees that its officers and directors will
likewise refrain from making derogatory comments about Xxxxx, and if any person
asks the Company about such matters, the Company will advise such person only as
to the dates of Employee's employment with the company, the positions held and
that he voluntarily resigned from his employment with the Company.
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9. Applicable Law. This Agreement is made and executed with the
intention that the construction, interpretation and validity hereof shall be
determined in accordance with and governed by the laws of the State of North
Carolina.
10. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Company, its successors and assigns. This Agreement shall be
binding upon and inure to the benefit of Xxxxx, his heirs, executors and
administrators.
11. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes
and, except as provided in Paragraph 4 above, cancels all prior or
contemporaneous oral or written agreements and understandings between them with
respect to the subject matter hereof.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
signed by its duly authorized officers and its corporate seal to be
hereunto affixed, and Xxxxx has hereunto set his hand and seal, all as
of the day and year first above written.
GLENAYRE TECHNOLOGIES, INC.
[CORPORATE SEAL]
ATTEST: By /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Chairman of the Board
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Secretary
/s/ G Xxxxx [SEAL]
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Xxxx X. Xxxxx
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