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EXHIBIT 10.12
CONFORMED COPY
TERMINATION AGREEMENT
AGREEMENT (the "Agreement") by and among AMF Holdings, Inc., a
Delaware corporation ("Holdings"), AMF Bowling, Inc., a Virginia corporation
(the "Company"), and Xxxxxx X. Xxxxx (the "Executive"), dated as of the 28th
day of February, 1997.
WHEREAS, AMF Group Holdings Inc., a Delaware corporation, directly or
indirectly, acquired all of the outstanding common stock of the Company as of
May 1, 1996, along with the capital stock and/or assets of certain related
entities (the "Transaction") pursuant to that certain Stock Purchase Agreement
dated February 16, 1996;
WHEREAS, in connection with the Transaction, the Executive purchased
150,000 shares of Holdings' common stock, par value $0.01 per share (the
"Shares"), at an aggregate purchase price of $1,500,000 and in connection
therewith (i) entered into a Stockholders Agreement, by and among Holdings, the
Executive and certain other stockholders of Holdings and (ii) borrowed
$1,000,000 from Holdings to purchase the Shares;
WHEREAS, in connection with the Transaction, Holdings, the Company and
the Executive entered into that certain Employment Agreement, dated as of May
1, 1996, as amended (the "Employment Agreement"), pursuant to which the
Executive currently is employed as the Executive Vice President and Director of
Worldwide Market Development of the Company;
WHEREAS, the Executive also is employed as an Executive Vice President
of AMF Group Inc., a Delaware corporation, and AMF Bowling Holdings Inc., a
Delaware corporation;
WHEREAS, the Executive currently is serving on the Board of Directors
of Holdings, the Company and certain other related entities;
WHEREAS, the Company has determined to terminate the employment of the
Executive and the Executive accordingly has agreed to resign all positions with
the Company and its related entities; and
WHEREAS, the parties hereto desire to set forth certain agreements
with respect to the Executive's termination.
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NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
1. All capitalized terms used without definition in this
Agreement shall have the meaning set forth in the Employment Agreement.
2. Termination. Pursuant to Section 5(b) of the Employment
Agreement, the Company hereby terminates the Executive's employment as of the
date hereof. The Executive hereby agrees to resign all positions with the
Company and its related entities as listed in ANNEX I hereto.
3. Compensation and Benefits. (i) Simultaneously with the
execution of this Agreement, pursuant to Sections 6(a)(i) and 6(a)(iii) of the
Employment Agreement, the Company shall make a lump sum cash payment to the
Executive in the aggregate amount of $270,000, which amount consists of (x)
severance pay equal to the Executive's Annual Base Salary and (y) an Allocable
Bonus Amount equal to $20,000, receipt of which is acknowledged by the
Executive.
(ii) Commencing on the date hereof and continuing until the first
anniversary of the date hereof, the Company shall provide the Executive with
the same benefits to which the Executive would be entitled if the Executive
remained in the full time employment of the Company.
(iii) Upon request and as soon as is practicable thereafter, the
Company agrees to pay, and shall pay, to the Executive, or as otherwise
directed by the Executive, an amount in cash equal to the value of the entire
vested and unvested balance of the Executive's account in the Company's 401(k)
plan as of the close of business on the date hereof.
4. Restricted Stock. (i) Holdings hereby agrees to purchase the
Shares from the Executive at a purchase price of $10.00 per share for an
aggregate purchase price of $1,500,000 (the "Aggregate Purchase Price").
Simultaneously with the execution of this Agreement, Holdings shall pay the
Aggregate Purchase Price by delivering to the Executive (x) a cash payment in
the aggregate amount of $500,000 and (y) the canceled Amended and Restated
Non-Recourse Secured Promissory Note dated May 2, 1996 of the Executive to
Holdings in the principal amount of $1,000,000 (the "Note"), representing the
repayment of the Note in full (including principal and all of the interest
accrued thereon through the date hereof at a per annum rate of 7%).
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(ii) Upon the purchase of the Restricted Stock as described in
Paragraph 4(i) above, all options held by the Executive to purchase shares of
the common stock of Holdings pursuant to any stock incentive plan or otherwise
are terminated and are of no further effect.
5. The Executive represents and warrants to the Company and
Holdings and agrees with the Company and Holdings as follows:
(i) The Executive will make positive comments concerning the
Company, and its related entities, to third parties, including but not limited
to members of the bowling industry and the principals of Hong Xxxxx and
PlayCenter and any other third party project in which he was engaged during his
employment with the Company.
(ii) The Executive has provided the Company with briefing papers on
each of the major projects (the "Projects") in which the Executive was engaged
as the Director of Worldwide Market Development of the Company, including but
not limited to the Hong Xxxxx, PlayCenter and Hindujas joint ventures and the
Las Vegas and New Delhi showcase centers.
(iii) The Executive will assist and cooperate with representatives
of the Company, and its related entities, to ensure a smooth transfer of the
Projects and any other transactional items as the Company may reasonably
request.
6. The Company represents and warrants to the Executive and
agrees with the Executive as follows:
(i) Upon request, the Company will provide to the Executive a
positive employment reference and recommendation and it will allow the
Executive to request a positive and unqualified employment reference and
recommendation from Xxxxxxx, Xxxxx & Co.
(ii) The Company will allow the Executive to purchase, at fair
market value as determined by Company, the laptop personal computer used by the
Executive during his employment with the Company.
7. Releases. Except with respect to the above obligations which
each party understands and accepts that the other may enforce by appropriate
means, the parties, and any of their affiliates, subsidiaries, related entities
or assignees as the case may be, release, acquit and forever discharge each
other from any and all debts and claims.
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8. No Waiver. The execution, delivery and performance of this
Agreement shall not operate as a waiver of any condition, power, remedy or
right exercisable in accordance with the Employment Agreement, and shall not
constitute a waiver of any provision of the Employment Agreement.
9. Further Assurances. The parties hereto shall from time to
time execute and deliver all such further documents and do all acts and things
as the other party may reasonably require to effectively carry out or better
evidence or perfect the full intent and meaning of this Agreement.
10. Effectiveness. This Agreement shall become effective upon the
delivery, and the confirmation by the Executive of receipt, of the monies owed
to the Executive under the Agreement and the canceled Note to the Executive.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization of their respective Board of Directors,
each of the Company and Holdings has caused this Agreement to be executed in
its name on its behalf, all as of the date and year first written above.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
AMF BOWLING INC.
BY: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: CFO/Treasurer
AMF HOLDINGS INC.
BY: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: CFO/Treasurer
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ANNEX I
COMPANY POSITION
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AMF Holdings Inc. Director
AMF Group Holdings Inc. Director
AMF Group Inc. Executive Vice President
Director
AMF Bowling Holdings Inc. Executive Vice President
AMF Bowling Inc. Executive Vice President
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