Exhibit 10.6
AGREEMENT TO TERMINATE EMPLOYMENT
This Agreement to Terminate Employment is made as of November 8, 2001, by
and between ROYAL PRECISION, INC., a Delaware corporation ("Corporation"), and
XXXXXXX X. XXXXXXXXXX ("Employee").
WHEREAS, Corporation and Employee have maintained an employer-employee
relationship for a period of time and they now desire to terminate that
relationship. It is also the desire of Corporation and Employee that they enter
into a written agreement in order to establish their respective rights, duties,
and obligations, resolve all claims and differences that may currently exist, or
that in the future may arise and generally release each other from any claims or
other matters that may not be specifically set forth hereinafter.
NOW, THEREFORE, for and in consideration of the promises and the
consideration more fully set forth hereinafter, and intending to be legally
bound hereby, Corporation and Employee mutually agree as follows:
1. TERMINATION OF EMPLOYMENT RELATIONSHIP. The employment relationship
shall terminate and cease November 15, 2001 at 5:00 p.m. Phoenix time
("Termination Date"), and the payment to Employee of any sums, pursuant to this
Agreement, after such termination, shall be considered wages. Corporation shall
withhold the ordinary and customary federal and state taxes to such extent as
required by law. Corporation shall not be obligated to pay any other sums to
Employee or to provide any other benefits, after the date of this Agreement,
except as required by applicable law or regulation or as set forth hereinafter.
2. CONSIDERATION. Corporation shall pay to Employee, or to his heirs, or
executors, the sum of $132,154, without interest, which shall be payable from
November 23, 2001 through June 2002 (the "Severance Period"). Payments will be
made according to the second monthly salaried pay cycle as follows:
DATE AMOUNT
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November $ 6,154
December 20,000
January 20,000
February 20,000
March 20,000
April 20,000
May 20,000
June 6,000
No payments shall be made, however, until this Agreement has been executed by
each party.
3. EMPLOYMENT BENEFITS. Corporation shall be obligated to continue and/or
provide for, or pay, Employee's existing health and dental insurance through
August 2002, but shall not be obligated to continue and/or provide for, or pay
for any life insurance or any other benefits from or after the Termination Date.
Employee may have the right to invoke the Consolidated Omnibus Budget
Reconciliation Act ("COBRA") of 1985, to continue certain benefits. The COBRA
period shall start on September 1, 2002 and will extend for 18 months
thereafter. If Employee desires to exercise such rights, he shall immediately
notify the Employee Benefits Coordinator and/or the Personnel Department of
Corporation. A failure to do so may result in a loss of benefits. This Agreement
shall not alter Employee's statutory rights. Corporation shall continue to
reimburse Employee for expenses incurred in the ordinary course of the business
of Corporation prior to the date hereof pursuant to the customary and normal
rules for the reimbursement of expenses.
4. RETIREMENT BENEFITS. No further contributions shall be made to the
benefit plans of Corporation on behalf of Employee; however, he shall be
entitled to receive any and all benefits that have vested in him solely as
determined by the terms and conditions of such plans. A statement of Employee's
account in any such plan in which Employee has an account will be supplied to
Employee upon request.
5. OPTIONS. The terms contained in any option agreement between Employee
and Corporation for all options that have a strike price equal to or less than
the closing price of the Company on the date of execution of this Agreement
shall remain in effect. The terms contained in any option agreement between
Employee and Corporation for all options that have a strike price greater than
the closing price of the Company on the date of execution of this Agreement
shall be immediately vested and exercisable with all vesting provisions
eliminated, and Employee shall be entitled to exercise all such options during
the option term and any time prior to the expiration date of such options.
6. RESIGNATION OF OFFICES. Employee hereby tenders, and Corporation
accepts, Employee's resignation from any and all offices that Employee may
currently hold with Corporation or any subsidiary of Corporation and any and all
other such positions.
7. CHOICE OF LAW. This Agreement is executed in and shall be governed by
and construed in accordance with the laws of the State of Arizona applicable to
contracts to be performed solely in the State of Arizona.
8. NOTICES. Materials required to be delivered to either party hereunder
shall be delivered as indicated below. Any notice, or other communication under
this Agreement shall be in writing and shall be considered given: (a) upon
personal delivery or delivery by telecopier (with confirmation of completed
delivery by sender), (b) two business days after being deposited with an
"overnight" courier or "express mail" service, or (c) seven business days after
being mailed by registered or certified first class mail, return receipt
requested, in each case addressed to the notified party at its address set forth
below (or at such other address as such party may specify by notice to the other
delivered in accordance with this section):
If to Corporation: If to Employee:
Royal Precision, Inc. Xxxxxxx X. Xxxxxxxxxx
000 Xxxxxx Xxxxxx 0000 X. Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxxx, Xxxxxxx 00000
Attn.: Chairman of the Board (000) 000-0000
Telecopier: (000) 000-0000
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9. WAIVER OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.
Employee hereby acknowledges that he has been referred to the Age Discrimination
in Employment Act (ADEA 29 USCS xx.xx. 621 et seq.) and the regulations
promulgated and set forth at 29 CFR Part 1625 and the Equal Employment
Opportunity Commission Complaint Procedures, 32 CFR Part 588. Employee is also
advised he may have various rights, and may have, after reviewing the said
legislation and regulations, certain claims arising under the ADEA. Employee
hereby knowingly and voluntarily waives and releases any private rights that he
may have under the ADEA. Employee acknowledges that he has sufficiently
deliberated the waiver of his rights, has been encouraged to consult with his
lawyer prior to signing this Agreement and, thus, knowingly waives and releases
any private rights that he may have. This waiver of rights is acknowledged for
payment of monies or other benefits noted herein. EMPLOYEE IS SPECIFICALLY
ADVISED THAT HE HAS 21 DAYS TO CONSIDER THE TERMS OF THIS WAIVER BEFORE SIGNING
IT AND IS ENCOURAGED TO AVAIL HIMSELF OF THIS PERIOD OF TIME. EMPLOYEE IS ALSO
ADVISED THAT HE MAY REVOKE THIS WAIVER WITHIN SEVEN DAYS FOLLOWING THE DATE OF
HIS SIGNING THE WAIVER.
10. MUTUAL UNDERSTANDINGS. This Agreement has been freely and fairly
negotiated by the parties hereto and each party has been provided the
opportunity to have the Agreement reviewed by legal counsel of his choice and to
modify the terms hereof and, therefore, this Agreement shall be construed and
interpreted without any presumption, or other rule, requiring construction or
interpretation against the interest of the party causing this Agreement to be
drafted. This Agreement embodies the entire understanding between the parties
and supersedes and cancels all prior understandings and agreements, whether oral
or written. There are no other representations, agreements, arrangements, or
understandings, oral or written, between or among the parties hereto relating to
the subject matter of this Agreement that are not fully expressed in this
Agreement. All modifications to the Agreement must be in writing and signed by
the party against whom enforcement of such modification is sought.
11. MISCELLANEOUS.
a. The waiver of any breach of any provision of this Agreement will
not operate or be construed as a waiver of any subsequent breach of the same or
other provision of this Agreement.
b. The section headings of this Agreement are intended for reference
and may not by themselves determine the construction or interpretation of this
Agreement.
c. If any portion of this Agreement is determined to be invalid or
unenforceable, that portion of this Agreement will be adjusted, rather than
voided, to achieve the intent of the parties under this Agreement.
d. EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE
FOREGOING PROVISIONS AND THAT SUCH PROVISIONS ARE REASONABLE AND ENFORCEABLE.
EMPLOYEE ACKNOWLEDGES THAT HE HAS SIGNED THIS AGREEMENT AS HIS OWN FREE AND
VOLUNTARY ACT, THAT HE ACKNOWLEDGES THAT THIS IS AN IMPORTANT AND BINDING LEGAL
CONTRACT WHICH SHOULD BE REVIEWED BY EMPLOYEE'S ATTORNEY.
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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have set their hands and seals the day and year first above written.
ROYAL PRECISION, INC.
By: /s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxxxx
President and Chief Operating Officer
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