EXHIBIT 10.22A
XXXXXX & XXXXX, INC.
SEVERANCE AGREEMENT
THIS AGREEMENT is made as of the 24th day of September, 1998
and is entered into by and between XXXX X. XXXXX ("Executive") and XXXXXX &
XXXXX, INC. (the "Company").
WHEREAS, the parties hereto are also parties to an existing
agreement dated October 25, 1995 regarding Executive's employment and severance
rights (the "Original Agreement"); and
WHEREAS, the Company, Xxxxxx & Xxxxx Laboratories, Inc. (the
"Subsidiary") and Numark Laboratories, Inc. have entered into an Asset Purchase
Agreement dated August 21, 1998, pursuant to which substantially all the assets
of the Subsidiary will be sold (the "Transaction"); and
WHEREAS, it is anticipated that Executive's employment by the
Company will terminate upon consummation of the Transaction; and
WHEREAS, the Company wishes to provide and Executive wishes to
accept certain severance benefits in lieu of any rights he may have under the
Original Agreement.
NOW THEREFORE, in consideration of the material promises
contained herein and intending to be legally bound hereby, the parties agree as
follows:
1. Replacement of Original Agreement. Effective as of the date
hereof, the Original Agreement is hereby terminated in all respects. From and
after the date hereof, this Agreement will govern the respective rights and
obligations of the parties regarding Executive's employment by the Company and
the termination thereof.
2. Termination of Employment. Executive's employment by the
Company will terminate upon execution of this Agreement. Within five (5)
business days of the date hereof, the Company will pay Executive an amount in
cash equal to $276,000 (net of legally required withholdings).
3. Transfer and Assignment. Neither Executive nor the Company
may assign or transfer this Agreement or any right or obligation hereunder
without the prior written consent of the other party.
4. Integration; Amendments. This Agreement contains the entire
agreement and understanding of the parties relating to the subject matter
hereof, and merges and supersedes all prior and contemporaneous discussions,
agreements and understandings of every nature between the parties hereto
relating to the termination of Executive's employment. This Agreement may not be
changed or modified, except by an Agreement in writing signed by each of the
parties hereto.
5. Governing Law. This Agreement will be construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to the application of the principals of conflicts or choice of
laws.
IN WITNESS WHEREOF, the parties have executed this Agreement,
effective as of the first date above-written.
XXXXXX & XXXXX, INC.
By: /s/ XXXXXXXX X. XXXXX
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Title: President
XXXX X. XXXXX
/s/ XXXX X. XXXXX
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