October 16, 1998
Mr. Xxxxxxx Xxxxxxx
BCAM International, Inc.
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Dear Xxxx:
I am confirming that the agreement that Xxxxx and I have reached
with you relative to our future relationship with BCAM and Drew is as follows:
1. Effective immediately, neither Xxxxx nor I shall have any
liability either past or future to BCAM or Drew under the Stock Purchase
Agreement dated March 20, 1997 ("Stock Purchase Agreement"), the First Addendum
to Stock Purchase Agreement dated September 19, 1997 ("First Addendum"), the
Agreement dated February 26, 1998 ("February Agreement"), the Piggy Back
Registration Rights Agreement dated September 19, 1997 ("Registration
Agreement"), or either of our Employment Agreements dated September 19, 1997. In
addition thereto, BCAM and Drew each release both Xxxxx and me from any claims
which either BCAM or Drew may have or may in the future have for damages or
indemnification (I) under any of the aforesaid agreements, including, but not
limited to, damages arising from an action brought by Xxxx & Xxxxxxx (which was
the subject of the February Agreement), and/or (ii) as a result of any other
actions or non-actions of either Xxxxx or me prior to the date hereof.
2. My Employment Agreement shall remain in full force and effect
until November 1, 1998, at which time it shall terminate and no longer be in
force and effect. Drew shall pay me in full for my services through that date.
Upon such termination, a severance arrangement set forth in an agreement to be
dated November 1, 1998 which you have agreed to execute contemporaneously with
your acknowledgment of this letter agreement will go into effect. This Severance
Agreement shall supersede my Employment Agreement in all respects.
3. Effective November 1, 1998, I shall resign as a member of the
Board of Directors of Drew and from Drew's Pension Committee.
4. Both Xxxxx and I agree to forfeit and release our respective
right to receive from BCAM the final installment of $100,000 due to each of us
under the Non-Negotiable and Non-Assignable Promissory Notes dated September
19,1 997. Drew shall make the remaining twelve (12) monthly installments of
$4,166.67, plus interest, due to each of Xxxxx and me under said notes. (The
first of the 12 installments is due to Xxxxx and me on October 19,1 998). All of
the other terms and conditions of said notes
shall remain in full force and effect until said 12 additional monthly
installments have been paid by Drew to Xxxxx and me.
5. BCAM and Drew each agree that neither Xxxxx nor I shall be
required to return any excess distributions made to us for income taxes under
Section 2.3 of the Stock Purchase Agreement.
6. Both Xxxxx and I each agree to fully and unconditionally release
BCAM and Drew (and any officer, employee, director or shareholder of BCAM and
Drew) from any claims (whether known or unknown, contingent or mutual) which
either Xxxxx or I have or in the future may have for damages or indemnification
for any reason arising out of any action or inaction during any point in time up
to the date hereof as a result of any of the representations or warranties made
in the Stock Purchase Agreement, or, in my case, for any failure of BCAM to
fulfill any of its obligations under the Registration Agreement, or the
Employment Agreement.
If the foregoing sets forth our agreement, please sign below on
behalf of both BCAM and Drew.
Sincerely,
Xxxxxxx X. Xxxxxxxx
Accepted and agreed to on October 16, 1998.
BCAM International, Inc.
By:
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Xxxxxxx Xxxxxxx Xxxxx Xxxxxx
Xxxx Shoe Corp.
aka Drew Technologies, Inc.
By:
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