EXHIBIT 10.9
RELEASE AGREEMENT
This Release Agreement ("Agreement") is in favor of American Building Control,
Inc. f/k/a Ultrak, Inc. ("Company") and executed by Xxxxx Xxxxxx ("Employee")
(collectively the "parties"). The Effective Date for this Agreement is the date
it is executed by Employee.
In exchange for three annual payments by Company to Employee of $42,500 each in
2002, 2003 and 2004 (less any ordinary or required withholdings), Employee
agrees to the following warranties, waivers and releases:
Employee hereby forever waives and releases any and all claims, rights,
or remedies, known or unknown, that Employee may have against Company
or Related Parties (as defined below) (a) based upon any change of
control or alleged change of control of Company, or (b) based upon the
application of the change of control provisions in Employee's
Employment Agreement, as amended (the "Employment Agreement")
(including, without limitation, any rights to compensation triggered by
the change of control language in Sections 7 and 8 of the Employment
Agreement) and any amendments or modifications thereto. Employee waives
any claim that this Agreement was induced by fraud or duress. Employee
agrees not to xxx or otherwise pursue any legal action for a claim,
right or remedy waived and/or released by this Agreement.
Employee warrants and represents that the foregoing release covers all
change-of-control related agreements and liabilities between Employee
and Company or Related Parties, and warrants and represents that there
is no agreement or other basis for a claim against Company or Related
Parties that is nor covered by this Agreement. Employee warrants and
represents that Employee has complete ownership of all rights released
by this Agreement and Employee has not assigned, granted a lien
against, or otherwise encumbered any claim or potential claim released
through this Agreement. This Agreement may only be modified, waived, or
amended through a writing signed by the parties.
For purposes of this Agreement only, Related Parties means all
officers, directors, shareholders, parents, subsidiaries, affiliates,
partners, agents, and employees, past and present, of Company and its
predecessors and successors in interest.
Any payment amount set forth herein shall not be paid to Employee if
Employee resigns prior to such payment being made or is terminated for
cause prior to such payment being made, but any payment shall be paid
if Employee is terminated without cause (as defined in the Employment
Agreement), dies, or becomes disabled prior to such a payment being
made.
Agreed to as of December 31, 2002
/s/ XXXXX XXXXXX
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Signature
Xxxxx Xxxxxx
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Printed Name
