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TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT dated as of October 22,
1999, is entered into by and between EDAC TECHNOLOGIES CORPORATION, a Wisconsin
corporation (the "Corporation") and XXXXXX X. XXXXXXXX ("XxXxxxxx").
RECITALS
A. The Corporation and XxXxxxxx are parties to an Employment
Agreement dated November 20, 1998 (the "Employment Agreement") and a certain
Change in Control Agreement dated January 29, 1999 (the Control Agreement").
B. The Corporation and XxXxxxxx wish to terminate the
Employment Agreement and the Control Agreement except as expressly set forth
herein.
AGREEMENTS
In consideration of the recitals and mutual agreements
hereinafter contained, the Corporation and XxXxxxxx agree as follows:
1. Termination of Employment Agreement and Control Agreement.
All rights and obligations of the Corporation and XxXxxxxx pursuant to the
Employment Agreement and Control Agreement are hereby terminated, and the
Agreements are of no further force or effect, except for the provisions of
paragraphs 7, 8 and 9 of the Employment Agreement, which shall remain in full
force and effect for the duration of this Agreement.
2. Release. XxXxxxxx hereby releases and forever discharges
the Corporation, its respective officers, directors, representatives, successors
and assigns of and from all claims, whether known or unknown, and whether or not
contingent which McNerney ever had, now has or hereafter can, shall or may have
against the Corporation or any other party hereto relating in any way to the
Employment Agreement and Control Agreement.
3. Duties. During the term of this Agreement, XxXxxxxx will
hold himself available to consult with the Corporation from time to time, when,
if and as required during normal business hours and upon reasonable advance
notice. Consultation by telephone shall be deemed sufficient unless XxXxxxxx'x
physical presence is clearly necessary.
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4. Payment. In consideration for the termination of the
Employment Agreement and the Control Agreement and XxXxxxxx'x consultation
services, the Corporation will:
(a) pay to XxXxxxxx on the Corporation's regular payroll
payment dates annual compensation in the following amounts:
August 23 - August 22, 1999 - 2000 $225,000
August 23 - August 22, 2000 - 2001 $225,000
August 23 - August 22, 2001 - 2002 $260,000
(b) pay for XxXxxxxx'x health insurance coverage in effect and
on the same basis that such insurance was paid for while XxXxxxxx was actively
employed by the Corporation; provided, however, that such obligation will
terminate on the earlier to occur of XxXxxxxx'x obtaining other health insurance
coverage or June 30, 2000;
(c) provide to XxXxxxxx his company car until its current
lease expires on the same terms that applied during XxXxxxxx'x active
employment; provided, however, that XxXxxxxx shall be personally responsible for
any excess mileage changes;
(d) reimburse XxXxxxxx for reasonable business expenses
incurred by him in rendering consulting services under this Agreement; and
(e) extend XxXxxxxx'x right to exercise options granted to him
prior to the date of this Agreement until 5:00 p.m. on September 15, 2001.
(f) In the event of XxXxxxxx'x death, payments under this
agreement will continue to be paid to XxXxxxxx'x wife or estate.
All payments made under this Agreement shall be in accordance
with Corporation's normal payroll practices in effect from time to time and
shall be subject to all normal withholding.
5. Waiver. The failure of either party to insist, in any one or more
instances, upon performance of the terms or conditions of this Agreement shall
not be construed as a waiver or a relinquishment of any right granted hereunder
or of the future performance of any such term, covenant or condition.
6. Notices. Any notice to be given hereunder shall be deemed sufficient
if addressed in writing, and delivered by registered or certified mail or
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delivered personally, in the case of Edac, to its principal business office, and
in the case of XxXxxxxx, to his address appearing on the records of Edac, or to
such other address as he may designate in writing to Edac.
7. Severability. If any provision of this Agreement is held to be
invalid or unenforceable for any reason whatsoever, it is agreed such invalidity
or unenforceability shall not affect any other provision of this Agreement and
the remaining covenants, restrictions and provisions hereof shall remain in full
force and effect and any court of competent jurisdiction may so modify the
objectionable provision as to make it valid, reasonable and enforceable. The
parties specifically acknowledge that the provisions of sections 7(a), 7(b)(i),
7(b)(ii) and 7(b)(iii) of the Employment Agreement are each separate and
independent agreements.
8. Amendment. This Agreement may only be amended by an agreement in
writing signed by all of the parties hereto.
9. Benefit. This Agreement shall be binding upon and inure to the
benefit of and shall be enforceable by and against Edac, its successors and
assigns, and McNerney, his heirs, beneficiaries and legal representatives. It is
agreed that the rights and obligations of McNerney may not be delegated or
assigned.
10. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings among the parties with
respect to such subject matter.
EDAC TECHNOLOGIES CORPORATION
BY /s/Xxxx X. XxXxxxxxxxx
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Its Chairman
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/s/Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
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