Exhibit
10.76
This Agreement affects an agreeable termination in connection with retirement of the employment
relationship between Mr. W. Xxxx Xxxxxx (“XX. XXXXXX”) and
ROCKFORD CORPORATION (“EMPLOYER”), as
well as resolution of any claims, known and unknown, now existing between the parties. The terms of
this agreement are as follows:
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Release. XX. XXXXXX has retired and is released from full time employment effective February
28, 2007 (hereinafter referred to as “the release date”). However, he will remain on
EMPLOYER’s payroll as an employee for the remainder of February 2007 and for 24 months after
February 2007, ending February 28, 2009, subject to earlier termination under Section 2.g
below (the “Salary Continuation Period”),. |
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Payment. Upon execution of this Agreement, and in consideration for each of the terms of this
Agreement, EMPLOYER will provide XX. XXXXXX with the following: |
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a. |
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XX. XXXXXX will be paid salary continuation during the Salary
Continuation Period. These payments will be made in equal installments on a
bi-weekly basis beginning March 9, 2007. XX. XXXXXX will continue to be paid
on EMPLOYER’s payroll until the end of the 24-month salary continuation
period. |
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b. |
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EMPLOYER will pay to XX. XXXXXX, by check on the next payroll
immediately following the release date, the cash value of any vacation time
XX. XXXXXX has accrued to the release date. |
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c. |
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XX. XXXXXX’x Short and Long Term Disability plan eligibility
will end on the release date as directed by plan guidelines. |
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d. |
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XX. XXXXXX will continue to be eligible to participate in
EMPLOYER’S health care benefits during the Salary Continuation Period, with
normal deductions from his salary continuation payments at the rate applicable
to all employees and subject to further continuation of those benefits as set
forth in COBRA for an additional 18 months if XX. XXXXXX elects to do so. |
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e. |
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XX. XXXXXX will agree to continue to submit to all employee
restrictions regarding transactions in EMPLOYER stock and/or stock options as
applicable under the stock option plans and grant agreements between EMPLOYER
and XX. XXXXXX. XX. XXXXXX’x stock options will expire either 30 days after
the end of the Salary Continuation Period or on the day of the end of the
Salary Continuation Period, depending on their respective grant dates, unless
XX. XXXXXX elects to exercise them. All unvested stock options will fully vest
effective February 28, 2007 subject to the execution of this Agreement. |
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f. |
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XX. XXXXXX may continue to make contributions to his 401(k)
plan until the end of the salary continuation period. |
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g. |
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XX. XXXXXX is free to secure other employment elsewhere at
any time after the date or release. However, the Salary Continuation Period
will end and payments will stop effective on the hire date should he secure
employment with a company that as of the date of this Agreement was a direct
competitor or major supplier of EMPLOYER. XX. XXXXXX will advise EMPLOYER of
accepting employment within 5 days of such acceptance. |
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h. |
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XX. XXXXXX will retain the notebook computer and accessories
that were provided to him by EMPLOYER following the deletion of any
sensitive, confidential, or proprietary information by EMPLOYER’s IT
Department. |
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i. |
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XX. XXXXXX will remain as a member of the Board of Directors
until the end of his current term, but will not stand for re-election. He
will continue to be covered by the Company’s D&O Insurance and his existing
indemnification agreement will continue in effect throughout the term and
after the term of his service as a director |
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Confidentiality. XX. XXXXXX agrees to hold in confidence and not to disclose to others
without the prior written consent of EMPLOYER, any and all technical information, economic
information, sales and marketing information, data, specifications, know-how, process
information and methods of business relating to EMPLOYER or its future plans that was
disclosed to XX. XXXXXX either directly or indirectly, orally or in writing, or by inspection
of equipment, material and/or procedures used at any EMPLOYER facility, including but not
limited to blueprints, drawings and designs. |
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Releases and Covenant Not to Xxx. Except as to any dispute arising out of the performance of
this Agreement, XX. XXXXXX agrees that he will not initiate or cause to be initiated against
EMPLOYER (or any of its agents, servants, elected officials or any person or entity acting by,
through, under or in concern with it) (collectively referred to as “Released Parties”) any
lawsuit, compliance review, action, grievance proceeding or appeal, investigation or
proceeding of any kind, or participate in same, individually or as a representative or a
member of a class, under any contract (express or implied) law or regulation (federal, state
or local), pertaining or in any way related to his employment with EMPLOYER. Except as to
any dispute arising out of the performance of this Agreement, EMPLOYER agrees that, pursuant
to this Agreement, it releases and forever discharges XX. XXXXXX from any and all claims,
demands, damages, causes of action, and any liability whatsoever on account of or in any
manner arising out of XX. XXXXXX’X employment by EMPLOYER or termination of such employment |
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Release of Damages. Except as to any dispute arising out of the performance of this
Agreement, XX. XXXXXX agrees that, pursuant to this Agreement, he releases and forever
discharges Released Parties from any and all claims, demands, damages, causes of action, and
any liability whatsoever on account of or in any manner arising out of XX. XXXXXX’X employment
by EMPLOYER or termination of such employment with Released Parties. By way of example only,
and without limiting this release, XX. XXXXXX releases the Releasees from any cause of action,
right, claim or liability under the Age Discrimination in Employment Act, Title VII of the
1964 Civil Rights Act, as amended, the Fair Labor Standards Act, the United States Constitution or Arizona |
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Constitution, the Arizona Civil Rights Act, and any other equal employment opportunity law
or statute, any common law claim including wrongful discharge, imply or express contract,
the covenant of good faith and fair dealing, or any other claim in tort or contract arising
under the law. |
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Bar. XX. XXXXXX and EMPLOYER each agree that this Agreement may be pleaded as a complete bar
to any action or suit by the other before any court or administrative body, with respect to
any claim under federal, state or other law relating to XX. XXXXXX’X employment by EMPLOYER or
termination of such employment. |
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Indemnification. XX. XXXXXX and EMPLOYER each agree (as an “indemnitor”) to indemnify and
hold the other harmless from any and against all loss, costs, damages or expenses, including
without limitation, attorney’s fees, arising out of indemnitor’s breach of this Agreement or
the fact that any representation made by indemnitor herein was false when made. |
| 8. |
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References. XX. XXXXXX agrees to inform all prospective employers that requests for
references will be directed in writing to Rockford’s Chairman of the Board of Directors. |
| 9. |
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Confidentiality of Salary continuation Agreement. XX. XXXXXX and EMPLOYER each agree to keep
both the existence and terms of this Agreement completely confidential, and to not disclose
the contents of this Agreement to anyone except their respective attorneys, accountants and
spouses, unless required to do so by law. Because of Rockford’s public company status and Xx.
Xxxxxx’x position as Principal Executive Officer, XX. XXXXXX acknowledges that disclosure may
be required under applicable securities laws and consents to such disclosure to the extent
EMPLOYER’S counsel advised EMPLOYER that it is necessary. |
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Non-Disparagement. XX. XXXXXX and EMPLOYER each agree to not engage in oral or written
comments of a disparaging nature regarding the other, to any third party, including, without
limitation, their own or the other’s employers, employees, officers, directors, contractors,
customers or any other person related to their respective employment or business. |
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Denial of Liability. No provision of this Agreement shall be construed as an admission by XX.
XXXXXX or EMPLOYER of improper conduct, omissions or liability. |
| 12. |
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Notice of Time for Reflection and Waiver. XX. XXXXXX acknowledges that he has fully discussed
all aspects of this Agreement with his advisor. XX. XXXXXX agrees that he has carefully read
and fully understands all of the provisions of this Agreement and that he is voluntarily
entering into this Agreement. XX. XXXXXX is advised that, prior to waiving claims he may have
under the Age Discrimination Act, he may take up to forty-five (45) days to consider this
Agreement before signing, and he may revoke this Agreement within seven (7) days after he
signs this Agreement. In the event this agreement is signed prior the expiration of 45 days,
XX. XXXXXX acknowledges that he voluntarily and knowingly agrees to waive his entitlement to
take 45 days to consider this agreement for the purpose of expediting the settlement. XX.
XXXXXX is encouraged to seek the advice of an advisor. |
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Complete Agreement. This Agreement sets forth the entire Agreement between the parties
hereto. |
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Choice of Law. This Agreement shall be construed, enforced, and governed by the laws of the
State of Arizona, without regard to its conflicts of law principles. |
| 15. |
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Severability. Should any provision of this Agreement be declared or determined by the Court
to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not
be affected thereby and said illegal part, term or provision shall be deemed not to be a part
of this Agreement. |
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DATE March 16, 2007
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/s/ W. Xxxx Xxxxxx |
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W. XXXX XXXXXX |
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DATE: March 16, 2007
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ROCKFORD CORPORATION |
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By /s/ Xxxxx Xxxxxxxx |
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XXXXX XXXXXXXX, CHAIRMAN OF THE BOARD |
Signed before me by W. XXXX XXXXXX, known to me, on this 16th day of March, 2007.
Witness
/s/
Xxxxxx X. Xxxxx (Arizona Notary
Public) DATE:
3/16/2007
