EXHIBIT 10
June 14, 2004
Xx. Xxxx X. Xxxxxx
(address intentionally omitted)
Dear Xxxx:
This letter reflects our agreement regarding your leaving employment
with ADVO, Inc. We have agreed as follows:
1. If you sign and return this Agreement, you will be entitled to the
following severance benefits.
o Your severance period shall begin on June 15, 2004 and continue
for a period of two years (the "Severance Period"), in accordance
with the terms of your Employment Agreement with the Company,
dated July 31, 1998 (the "Employment Agreement").
o During the Severance Period, your severance compensation shall
consist of the sum of your base salary plus your target bonus,
each as of the date of this Agreement, paid in accordance with
the normal payroll practices of the Company.
o While receiving compensation pursuant to this Agreement, you will
continue to receive your housing allowance as specified in your
Employment Agreement and will participate in the insurance,
medical, dental and disability fringe benefit programs of the
Company in which you were a participant as of the date of this
Agreement (to the extent permitted by such plans).
o Although you will no longer be eligible to receive any grants of
options or other stock rights, any such options or stock rights
already granted to you will continue to vest according to their
terms, as long as payments are being made to you pursuant to this
Agreement. Upon termination of payments under this Agreement,
your options and restricted stock units will cease to vest and
the post-termination exercise periods as specified in the grant
agreements will start to run.
o Upon receipt of the signed agreement, you will receive from the
Company a one-time payment of $50,000 for office and
administrative support.
2. Your automobile allowance will terminate as of the date of this Agreement.
3. The provisions of Section 4 of your Employment Agreement are not affected
by this Agreement and shall remain in full force and effect.
Xx. Xxxx X. Xxxxxx
June 14, 2004
Page 2 of 3
4. You will return to ADVO, Inc. any Company credit cards, and all other
Company property in your possession.
5. Unless your participation in group coverage has ended prior to the end of
the inactive pay period, soon after your inactive pay period ends, you
will receive notification of your right under COBRA legislation to elect
continuation of group coverage under the Company's medical and/or dental
plans.
6. In consideration hereof, you hereby release, and forever discharge ADVO,
Inc., its subsidiaries and affiliated corporations, and all of their past,
present, and future directors, officers, agents, employees, and
stockholders, and their respective successors, assigns, and legal
representatives, of and from all claims of any kind, known or unknown,
which you now have or ever had against them or any of them, including,
without limitation claims relating to your employment by them or any of
them and claims relating to the cessation of that employment, including,
by way of example only, claims for wrongful discharge, breach of contract
or other common law claims, or under any Federal, State or local statute
or regulation including, but not limited to, Title VII of the Civil Rights
Act of 1964 as Amended, 42 U.S.C. 2000e et. seq.; the Employee Retirement
Income Security Act of 1974 ("ERISA"), 29 U.S.C. 1001 et. seq.; the Age
Discrimination in Employment Act as amended: 29 U.S.C. 621 et seq. and the
Civil Rights Act of 1991, and any claims for attorney's fees, expenses, or
costs of litigation. However, this release shall not apply to any claims
arising after the date of your signing of this letter, nor shall it apply
to any claims by you to enforce the provisions of this letter.
7. You promise not to disparage or otherwise reflect negatively upon the
Company, its personnel or its business practices. You also promise not to
disclose the terms of this agreement to any other person or entity except
for the tax authorities, and your immediate family, accountants and
attorneys, each of whom you will advise of the confidential nature of this
Agreement. Any violation of this provision shall be a material breach of
this agreement and will be grounds for its unilateral termination by the
Company.
8. The Company agrees not to disparage or reflect negatively upon you and
your service with ADVO, Inc.
9. Except as provided in paragraph 3, this Agreement supersedes all other
agreements or understandings, written or oral that you have with the
Company.
10. You acknowledge that you have read this agreement carefully and fully
understand its terms. BY THIS LETTER, YOU ARE BEING ADVISED TO SEEK
COUNSEL AND, BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE HAD THE
OPPORTUNITY TO DO SO, AND ARE EXECUTING THIS AGREEMENT VOLUNTARILY AND
KNOWINGLY.
Xx. Xxxx X. Xxxxxx
June 14, 2004
Page 3 of 3
11. Please signify your acceptance of this agreement by signing and returning
a copy to me. You have up to twenty-one (21) days to sign this agreement
and return it to me. Thereafter, you may revoke your acceptance by sending
me notice in writing within seven (7) days after you sign this letter.
This letter will become a legally binding document only if the seven (7)
day revocation period passes and you have not revoked your agreement as
described in the preceding sentence.
Xxxxx X. Xxxxxxx, Chief Administrative Officer, will serve as your
point of contact regarding all provisions of this agreement, including without
limitation, medical benefits and expenses to assure timely and prompt payment to
you. If you have any questions about this letter, please discuss them with me
promptly.
Sincerely,
ADVO, INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Director
ACKNOWLEDGED AND AGREED:
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Dated: 6/14/04
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