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Exhibit 10.32
THIS AGREEMENT is made the day of 1996 BETWEEN:-
(1) SERIF (EUROPE) LIMITED whose registered office is situate at 0
Xxxxxxxxxxxx Xxxx, Xxxx Xxxxxxxxx, Xxxxxxxxxx, XX0 0XX, whose
registered number is 02117968 ("the Company")
(2) XXXX XXXXX of 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx ("the Employee:)
1. The Employee was employed by the Company pursuant to the terms of an
agreement dated the 31st day of July 1996 ("the Employment Agreement")
the terms of which provided that the Company would employ the Employee
as an executive vice president for an initial period of three years
from the date of the Employment Agreement and thereafter terminable by
either party serving 60 days notice on the other party.
2. The Company is a wholly owned subsidiary of Allegro New Media, Inc.
("Allegro").
3. The Company has terminated the Employee's employment with the Company.
4. In consideration of the terms of clause 8 of this Agreement and the sum
of (pound sterling)1 paid on the signature hereof by the Company to the
Employee the Employee agrees the terms of this Agreement for the
purpose of compromising by means of full and final settlement any of
the following claims which the Employee may have against the Company
arising out of his employment or the termination thereof:-
4.1 any claim for payment in lieu of notice or damages for
termination of employment without notice;
4.2 any claim for outstanding pay, holiday pay, or expenses;
4.3 any claim for loss of benefits in kind (including the medical
and dental insurance and benefit plans and policies) referred
to at clause 5 (a) of the Employment Agreement;
4.4 any claim for a redundancy payment;
4.5 any claim for unfair dismissal;
4.6 any claim under Part I of the Employment Rights Xxx 0000;
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4.7 any other complaint under the Employment Rights Xxx 0000.
5. The Employee will immediately return to the Company all of the
Company's property in the possession of the Employee or under the
control of the Employee in good condition and order.
6. The Employee undertakes that he will not at any time after the date of
this Agreement:-
(i) disclose or make use of for his own or any other person's
benefit any trade secrets or confidential information
belonging to the Company or any subsidiary or holding or
associated company of the Company; or
(ii) disclose to the employees of the Company or any subsidiary or
holding or associated company of the Company or to any other
person the terms of this Agreement.
7. The Employee undertakes that he will not at any time following the date
hereof without limitation in time make, publish or issue or cause to be
made, published or issued any disparaging or derogatory statements
whether in writing or otherwise concerning the Company or Allegro or
any of their respective officers or employees or any of their
respective subsidiary or holding or associated companies or their
officers or employees.
8. In consideration of the terms of this Agreement, the Company hereby
waives and releases the Employee from any claim or right of action
against the Employee (other than a claim based on fraud by the
Employee) and the Employee hereby waives and releases the Company from
any claim or right of action against the Company in either case arising
out of the Employment Agreement or otherwise in respect of the
employment of the Employee by the Company.
9. This Agreement satisfies the conditions regulating compromise agreement
xxxxxx the Employment Rights Xxx 0000 as amended both generally and in
regard to the following:-
9.1 the Employee hereby confirms that he has received independent
legal advice from a qualified lawyer as to the terms and
effect of this Agreement and in particular its effect on its
ability to pursue his right before an industrial tribunal;
9.2 the said independent legal advice has been given to the
Employee by Xxxxxx Xxxxx a partner in the firm of Eking
Xxxxxxx, Solicitors, of 00 Xxx Xxxxxxxx, Xxxxxxxxxx, XX0 0XX,
a Solicitor of the Supreme Court whose firm holds a policy of
insurance covering the risk of a claim by the Employee in
respect of loss arising in consequence of the advice;
9.3 the conditions regulating compromise agreements under the
provisions of Section 203 of the Employment Rights Xxx 0000
are satisfied.
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10. This Agreement is made without admission of liability on the part of
the Company.
SIGNED for and on behalf of ) /s/ Xxxxx X. Cinnamon
SERIF (EUROPE) LIMITED in )
the presence of:- ) /s/ Xxxx X. Xxxxxxxxx
SIGNED by the said )
XXXX XXXXX ) /s/ Xxxx Xxxxx
in the presence of:- )
/s/ X.X. Xxxxx
Solicitor
Nottingham
