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EXHIBIT 10.15
CONFIDENTIALITY AGREEMENT AND GENERAL RELEASE
This CONFIDENTIALITY AGREEMENT AND GENERAL RELEASE (hereafter
"Agreement") is made and entered into this 1st day of November, 1996, by and
between Irvine Apartment Communities ("Company") and Xxxxxxx X. Xxxxx, Xx.
(XXXXX).
WHEREAS, XXXXX was employed by the Company from December 8, 1993 to
December 1, 1996; and
WHEREAS, XXXXX'x active services for the Company will terminate on
December 1, 1996; and
WHEREAS, XXXXX and the Company desire to resolve any and all claims
arising out of or related to XXXXX'x employment relationship with the Company,
or its termination;
NOW, THEREFORE, in consideration of the premises and mutual promises
contained in this Agreement, it is agreed as follows:
1. (a) The Company will provide XXXXX with twelve monthly payments
of $22,500 commencing December, 1996 for consulting services provided to the
Company in accordance with the following terms and conditions:
(i) XXXXX will provide consulting services as requested in
a professional and timely manner for a maximum of ten hours per month.
Such services will be similar in kind to the expertise XXXXX provided to
the Company during the period of his employment.
(ii) In exchange for XXXXX'x continued adherence to the
commitments in subparagraph 1(a)(i) and paragraph 2, Company agrees to
pay XXXXX the following amounts during the consulting period:
(1) $22,500 per month retainer, payable on or about
the first day of the month.
(2) Company will reimburse reasonable expenses
incurred by XXXXX (telephone, travel, etc.) which are
necessarily incurred and approved in advance in the performance
of services requested by Company under this agreement.
(iii) Should XXXXX breach his obligations in subparagraph
1(a)(i) and/or paragraph 2, payments under subparagraph 1(a)(ii) shall
stop in addition to any other legal or equitable remedies the Company
may pursue.
(b) Stock dividend equivalent payments for dividends paid the
third quarter of 1996 will be provided to XXXXX in 1996 totaling approximately
$38,000.
(c) XXXXX may exercise his vested stock options consistent with
the terms of his stock option award Agreements.
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Xxxxxxx X. Xxxxx, Xx.
(d) XXXXX'x restricted stock awards shall vest and be paid
consistent with the terms of his restricted stock award Agreements.
(e) XXXXX'x group insurance coverage pursuant to the terms of
the Company's group insurance plans will be continued at the Company's expense
through December 31, 1996 at which time XXXXX may continue such insurance if he
desires in accordance with the provisions of such plans. The Company will
provide XXXXX with twelve monthly payments of $2,500 commencing January, 1997 in
order to assist XXXXX with purchasing his own benefits.
(f) All earned and unused vacation and personal holiday as of
December 1, 1996 will be paid out with XXXXX'x final payroll check.
(g) The Company will provide Xxxxx with executive-level
professional outplacement services at a cost not to exceed $15,000.
2. XXXXX promises not to disparage the Company or its related entities
and not to use or disclose any confidential information or trade secrets which
he learned while employed by the Company, and further promises not to disclose
to anyone (other than his spouse and tax/legal advisor) the terms of this
Agreement or the fact or amount of any payment made by the Company in
settlement of XXXXX'x claims.
3. In exchange for the payments and benefits provided in Xxxxxxxxx 0,
XXXXX hereby unconditionally releases and forever discharges the Company and
its related or successor companies, its owners, directors, officers, employees,
representatives and agents, from any and all claims, (including, but not
limited to, any claims under any state or federal statutes), liabilities,
demands, losses and expenses (including attorneys' fees) of any nature
whatsoever, known or unknown, including, but not limited to, employment
relationship or termination, which he now has or may have in the future based
on any act or omission which occurred prior to the effective date of this
agreement. XXXXX expressly waives and relinquishes all rights and benefits
afforded by Section 1542 of the California Civil Code, and does so
understanding and acknowledging the significance of such specific waiver of
section 1542. Section 1542 states as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the
release, which if known by his must have materially affected his
settlement with the debtor."
4. This Agreement shall not in any way be construed as an admission by
the Company of any liability or wrongdoing on the part of the Company, or that
XXXXX has any valid claims or rights whatsoever against the Company.
5. This agreement contains all of the terms, promises,
representations, and understandings made between the parties. XXXXX agrees that
no promises, representations, or inducements have been made to him other than
those which are expressly set forth herein. XXXXX acknowledges and agrees that
he has had sufficient opportunity to fully and privately review this document
prior to its execution, and has had ample opportunity to consult an attorney in
connection therewith, if he so desired.
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Xxxxxxx X. Xxxxx, Xx.
6. This Agreement will be interpreted in accordance with the laws of
the State of California. Any dispute arising hereafter between the parties
regarding this Agreement or XXXXX'x employment or otherwise shall be resolved by
an experienced employment law arbitrator selected in accordance with the
procedures of the Judicial Arbitration and Mediation Services/Endispute. Should
XXXXX pursue any other legal or administrative action, the Company shall be
entitled to recover all costs, expenses, and attorney's fees it incurs as a
result of such action.
7. In exchange for material portions of the additional pay and
benefits provided in paragraph 1 and in accordance with the Older Workers
Benefit Protection Act, XXXXX hereby knowingly and voluntarily waives and
releases all rights and claims, known and unknown, arising under the Age
Discrimination In Employment Act of 1967, as amended, which he might otherwise
have had against the Company or their related entities, officers, directors,
managers or employees regarding any aspect of his employment or any other act or
omission up to and including the effective date of this agreement.
XXXXX is hereby advised (a) to consult with an attorney prior to signing this
Agreement and (b) that he has 21 days in which to consider and accept this
Agreement by signing and returning this Agreement to the Vice President of
Human Resources of The Irvine Company. In addition, XXXXX has a period of 7
days following his signing of this Agreement in which he may revoke the
Agreement. If XXXXX does not advise the Company (by writing received by the
Vice President of Human Resources of The Irvine Company within such 7 day
period) of his intent to revoke the Agreement, the Agreement will become
effective and enforceable upon the expiration of the 7 days.
DATED: November 1, 1996 By: /s/ XXXXXXX X. XXXXX, XX.
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Xxxxxxx X. Xxxxx, Xx.
Witness of Voluntary Signature
DATED: November 1, 1996 By: /s/ XXX X. XXXXXX
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Xxx X. Xxxxxx
Witness's Signature
IRVINE APARTMENT COMMUNITIES
DATED: November 1, 1996 By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
DATED: November 1, 1996 By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Director
