(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)
EXHIBIT 10.62
RESIGNATION AND RELEASE AGREEMENT
THIS RESIGNATION AND RELEASE AGREEMENT is made and entered
into as of January 17, 2003, by and between XXXXXXX X. XXXXXX,
an individual (hereinafter referred to as "Hufker"), and Consumer
Programs Incorporated, a Missouri Corporation, on behalf of itself
and its affiliated corporations (hereinafter referred to,
alternatively and collectively referred to as "CPI").
WHEREAS, Hufker has served in various executive positions
with CPI, including most recently as Senior Executive Vice
President; and
WHEREAS, Hufker has decided to resign; and
WHEREAS, Hufker is entitled to certain benefits under
his Employment Agreement with CPI dated as of March 12, 1999
(the "Employment Agreement") and under various benefit plans
of CPI; and
WHEREAS, CPI and Hufker desire that Hufker's benefits be
valued and paid out in accordance with the terms set forth in
this Agreement; and
WHEREAS, CPI desires to award to Hufker certain benefits
in addition to any to which he may be entitled under the
Employment Agreement and the various benefit plans of CPI
(hereinafter, the "Special Benefits");
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and agreements contained herein, the
parties hereby agree as follows:
1. RESIGNATION OF HUFKER. Hufker shall resign from
employment with CPI and from all officer positions he holds
with CPI Corp. and its affiliated corporations as of
January 17, 2003 (the "Resignation Date").
1
2. SPECIAL BENEFITS.
(a) CPI shall pay to Hufker the gross amount of
One Hundred Thirty-four Thousand Five Hundred Thirty-nine
Dollars and Sixty-eight Cents ($134,539.68), less applicable
taxes, in a lump sum, on or before January 31, 2003.
(b) Hufker may continue to participate in CPI's
group health plan at the rates paid by active employees
until August 16, 2003.
(c) Subject to approval of the Stock Option Committee,
the exercise period for certain options granted to Hufker to
purchase shares of common stock of the Corporation that
would have expired three months after the Resignation Date
shall be extended until the earlier of their original
expiration date or the second anniversary of the Resignation
Date. A schedule of all options held by Hufker and the
terms of exercise is attached hereto as Exhibit A and
incorporated herein. By execution hereof, the parties
agree that the terms of all option agreements under which
Hufker holds options shall remain in full force and effect
except that the applicable expiration dates for such options
shall be as set forth in Exhibit A.
(d) CPI will continue to pay the employer's portion
of the premium on Hufker's General American life insurance
policy through August 16, 2003.
(e) Hufker is entitled to death or supplemental retirement
benefits pursuant to subsections 5(g), 5(i) and 5(j) of the
Employment Agreement in the annual gross amount of Ninety-four
Thousand Dollars ($94,000.00), payable in equal monthly
installments for two hundred forty months, commencing on the
earlier of the month after (i) Hufker's death or (ii) the date
on which Hufker attains sixty-five years of age. In lieu
thereof, CPI shall pay or cause to be paid to Hufker, the gross
amount of One Hundred Eight-two Thousand Forty-six Dollars and
Thirty-one Cents ($182,046.31), payable on or before
January 31, 2003. The payment made by CPI pursuant to this
subsection (e) shall be in full and complete satisfaction of
Hufker's death and
2
supplemental retirement benefits provided under subsections 5(g),
5(i) and 5(j) of the Employment Agreement.
3. OTHER BENEFITS. CPI shall also pay or provide to
Hufker (or in the event of his death prior to payment, to his
beneficiaries) the following benefits in accordance with the
Employment Agreement or other CPI benefit plans and programs:
(a) Base salary through the Resignation Date, based on the
annual rate of Two Hundred Thirty-five Thousand Dollars
($235,000.00);
(b) Any cash bonus earned by Hufker for CPI's full fiscal
year 2002, without proration;
(c) Pay for fifteen (15) days of unused vacation;
(d) All of Hufker's vested and accrued benefits under the
CPI Retirement Plan and Trust (the "Pension Plan") in accordance
with the terms of the Pension Plan;
(e) All of Hufker's vested and accrued benefits under the
CPI Corp. Employees' Profit Sharing Plan and Trust (the "Profit
Sharing Plan"), in accordance with the terms of the Profit Sharing
Plan; and
(f) All of Hufker's vested and accrued benefits under the
Corporation's deferred compensation programs, if any.
4. RELEASE. In consideration of the payment by CPI to
Hufker of the Special Benefits described in Section 2 above,
Hufker does hereby release and forever discharge CPI, its
affiliated corporations, and their respective directors, officers,
employees and agents, from any and all claims, causes of action,
liabilities and obligations, of any kind whatsoever (except those
arising under this Agreement), whether known or unknown, arising
directly or indirectly out of Hufker's employment by CPI, the
termination thereof, or the Employment Agreement, including,
but not limited to, any claims arising or in connection with the
Americans with Disabilities Act, the Family and Medical Leave Act,
Title VII of the Civil Rights Act of 1964, the Age
3
Discrimination in Employment Act, the Equal Pay Act, the Fair
Labor Standards Act, the Occupational Safety and Health Act,
the Employee Retirement Income Security Act, the Older Workers
Benefit Protection Act, 42 U.S.C. Sections 1981, 1983 and 1985,
the Missouri Workers' Compensation Law, the Missouri Human Rights
Act, the Missouri Service Letter Law (all such statutes as amended),
and any regulations under such authorities, or common law of the
state of Missouri, torts, breach of express or implied employment
agreement, wrongful discharge, constructive discharge, infliction
of emotional distress, defamation, or tortious interference with
contractual relations. The purpose of the release set forth
herein is to make full, final and complete settlement of all
claims, known or unknown, arising directly or indirectly out of
Hufker's employment by CPI, the termination thereof, or the
Employment Agreement (except those arising under this Agreement
and Section 13 of the Employment
Agreement).
5. SURVIVAL OF COVENANTS. Hufker acknowledges and agrees
that the covenants and agreements contained in Section 13 of the
Employment Agreement, attached hereto as Exhibit B and incorporated
herein, shall survive the execution and delivery of this Agreement
and shall remain in full force and effect in accordance with their
terms, and Hufker hereby affirms those covenants and agreements,
except that Hufker agrees not to induce or attempt to induce any
employees of CPI to leave their employment with CPI for employment
with Hufker or any business association with which he is affiliated
for the longer of (i) one year after the Resignation Date; or (ii)
so long as he is employed by and/or is an investor in Centrics
Technology, Inc. or its successor entity. Hufker's employment
of, or attempted employment of, any employee of Centrics Technology
at any time shall not be deemed violation of the Employment Agreement
or this Agreement. All other terms and conditions of the Employment
Agreement shall terminate on the effective date of this Agreement.
6. WITHHOLDING TAXES. CPI shall have the right to withhold
from all payments due Hufker
4
hereunder to the extent required by law or regulation, all
federal, state and local income and other taxes applicable to
such payments.
7. MODIFICATION AND WAIVER. No modification, amendment or
waiver of any of the provisions of this Agreement shall be
effective unless made in writing specifically referring to this
Agreement, and signed by both parties. The failure to enforce
at any time any of the provisions of this Agreement shall in no
way be construed to be a waiver of such provisions.
8. SEVERABILITY. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision were omitted.
9. BINDING EFFECT. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors, assigns, heirs and legal representatives.
10. GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
Missouri.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
CONSUMER PROGRAMS INCORPORATED, a
Missouri corporation, on behalf of itself and its
affiliated corporations
By: /s/ J. Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxx
---------------------------- -------------------------
J. Xxxxx Xxxxxxx Xxxxxxx X. Xxxxxx
Its: President
EXHIBIT A
Grant Exercise
Executive Date Number Vesting Price Expiration
--------- ----- ------ ------- -------- ----------
Xxxxxxx X.
Xxxxxx 2/8/98 1,787 2/2/02 $23.94 1/17/05
5
Grant Exercise
Executive Date Number Vesting Price Expiration
--------- ----- ------ ------- -------- ----------
5/7/98 2,217 5/7/02 $25.94 1/17/05
2/6/99 2,120 1/17/03 $27.13 1/17/05
6
