EXHIBIT 10.1
AGREEMENT WITH XXXXX X. XXXXXXXXXX, FORMER CHIEF EXECUTIVE OFFICER, CHAIRMAN AND
PRESIDENT
I, Xxxxx X. Xxxxxxxxxx, hereby acknowledge and agree as follows:
1. I am party to an Employment Agreement ("the Employment Agreement"),
executed May 1, 1999 as amended and restated as of December 1, 2001
and as further amended and restated as of September 2, 2003, by and
between myself and The Xxxxxxxx and Xxxxxxxx Company ("XXXXXXXX").
2. Effective July 7, 2004, I resigned as an employee and director of
XXXXXXXX on the condition that I would be treated for purposes of
the severance of my employment as though I was terminated without
cause under the Employment Agreement.
3. I intend by this Agreement to resolve all issues related to the
Employment Agreement, and my employment with and separation from
XXXXXXXX.
4. In accordance with the condition set forth in the Employment
Agreement and in consideration of XXXXXXXX' promise to treat me as
having been "terminated without cause" for purposes of Paragraph
7(a) of the Employment Agreement, provided that I sign and do not
rescind this waiver of claims, I hereby, for myself and my heirs and
estate, fully and completely release XXXXXXXX from any claim or
liability under the Employment Agreement (other than its obligations
under Paragraph 7(a) thereof), and fully and completely release each
of its subsidiaries and affiliated companies, and each of their
stockholders, directors, employees, agents, representatives,
successors, and assigns from any and all claims, liabilities,
promises, agreements, and lawsuits arising from or related to my
employment with XXXXXXXX, and separation from employment, including
any and all claims of race, color, sex, national origin, ancestry,
religion, disability, age or other discrimination, harassment, or
retaliation, including any and all claims under the Ohio Civil
Rights Act, Ohio Revised Code ("O.R.C.") Section 4112 (and sections
following), the Ohio Whistleblower's Act, O.R.C. Section 4113.52
(and sections following), the Ohio Workers' Compensation Retaliation
Law, O.R.C. Section 4123.90, Title VII of the Civil Rights Act of
1964, 42 USC Section 2000e (and sections following), the Employee
Retirement Income Security Act, 29 USC Section 1001 (and sections
following), the Reconstruction Era Civil Rights Act, 42 USC Section
1981 (and sections following), the Age Discrimination in Employment
Act ("ADEA"), 29 USC Section 621 (and sections following), the
Americans with Disabilities Act, 42 USC Section 12101 (and sections
following), the Family and Medical Leave Act, 29 USC Section 2601
(and sections following), the Worker Adjustment and Retraining
Notification Act, 29 USC Section 2100 (and sections following), and
the amendments to such laws, as well as any similar or related
statute(s) of Ohio or another state or district, and claims for
breach of contract, promissory estoppel, wrongful termination,
personal injury, defamation, loss of consortium, distress,
humiliation, loss of standing and prestige, public policy, or any
tort, whether such claims are known or unknown, which I now have, or
claim to have, against XXXXXXXX relating to any event or
circumstance occurring prior to the seventh day following the date
on which I sign this Agreement, and also including any claims that
may depend upon the identity person(s) selected to perform some or
all of the duties that I formerly performed. I agree not to file any
lawsuit against XXXXXXXX in the future with respect to any claim
released under this Agreement, or any arbitration demand under
Paragraph 9 of the Employment Agreement. I waive any right to
re-employment with XXXXXXXX, and agree that XXXXXXXX may reject any
application I may make for re-employment without any liability
whatsoever.
5. Notwithstanding the termination of the Employment Agreement, I
continue to be bound by those obligations set forth in the
Employment Agreement that survive its termination, including but not
limited to the non-compete and confidentiality obligations set forth
therein.
6. In accordance with applicable law, I confirm that I have been given
21 days to consider whether to sign this Agreement, and I have the
right to rescind this Agreement within a period of seven (7)
calendar days following its execution, by delivering written notice
of revocation to XXXXXXXX c/o Xxxxxxx X. Xxxxxxx, General Counsel
and Secretary, Xxxxxxxx and Xxxxxxxx, Xxx Xxxxxxxx Xxx, Xxxxxxxxx,
Xxxx 00000, 000-000-0000 (facsimile), and that, in the event of such
revocation, XXXXXXXX shall have no obligation to me under the
Employment Agreement. I confirm that I have carefully read this
Agreement, I understand it, I have been advised to consult, and have
consulted, with counsel of my choice concerning this Agreement, I
have voluntarily chosen to sign it, and I have not relied upon any
statement or promise made by or on behalf of XXXXXXXX that is not
contained in this Agreement.
/s/ Xxxxx X. Xxxxxxxxxx
Date: July 29, 2004
Witness: /s/ Xxxxx X. Xxxx
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