Exhibit 10.11
2/27/98
Xx. Xxxx X. Xxxxxxxxx
Dear Xx. Xxxxxxxxx,
The purpose of this letter agreement ("Agreement") is to set forth
certain understandings relating to your continued employment by INTELLIGENT
ELECTRONICS, INC., a Pennsylvania corporation (the "Company") and certain
continuing obligations of the Company following the termination of your
employment, such understanding to be made effective November 1, 1997.
Our understandings are as follows:
WHEREAS, you have been employed by the Company pursuant to the terms
of that Retention Agreement between you and the Company signed by the
Company on March 6, 1997 (the "Retention Agreement") which contemplated
your employment by the Company through October 31, 1997;
WHEREAS, prior to October 31, 1997, you reached an informal
understanding with the Company that you would continue to serve the Company
beyond October 31, 1997; and
WHEREAS, the parties hereto now wish to memorialize the terms of that
understanding, effective October 31, 1997.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, covenants and promises hereafter set forth, the parties hereby
agree as follows:
1. You will continue to serve the Company under the terms of the
Retention Agreement and the Confidentiality and Non-Disclosure Agreement
between you and the Company signed by you on February 21, 1997 (the
"Confidentiality Agreement"), except that (i) Sections 1, 2, 3 and 5 and
the last sentence of Section 8 of the Retention Agreement will be of no
further force and effect, (ii) recognizing your fulfillment of the
obligations under the Retention Agreement, upon termination of your
employment by either you or the Company for any reason, you will be
entitled to a total severance award of $97,000 to be paid in equal bi-
weekly installments throughout the one year period following your
termination (the "Severance Period") and also the continuation of medical
benefits during the Severance Period the same as were in effect upon the
commencement of the Retention Agreement, (iii) your base salary will be
$97,000 on an annual basis, and (iv) you agree to the terms set forth
below.
2. You completely release, relinquish, waive and discharge the
Company, its predecessors, successors (by merger or otherwise), parents,
subsidiaries, affiliates, divisions, officers, directors, employees and
agents, whether present or former, from all claims, liabilities, demands
and causes of action, known or unknown, filed or contingent, which you may
have or claim to have against the Company as of the date of the signing of
this Agreement arising out of or in any way related to your employment with
the Company or the contemplated termination of that employment. You agree
that you have executed this Agreement on your own behalf, and also on
behalf of your heirs, agents, representatives, successors and assigns.
This release includes, but is not limited to, a release of any rights or
claims you may have under: (i) the Age Discrimination in Employment Act
(ADEA), which prohibits age discrimination in employment; (ii) Title VII of
the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991,
which prohibits discrimination in employment based on race, color, national
origin, religion or sex; (iii) the Americans with Disabilities Act (ADA),
which prohibits discrimination on the basis of a covered disability; (iv)
the Employer Retirement and Income Security Act (ERISA), which prohibits
discrimination on the basis of entitlement to certain benefits; (v) any
other federal, state or local laws or regulations prohibiting employment
discrimination; (vi) breach of any express or implied contract claims; or
(vii) wrongful termination or any other tort claims, including claims for
attorney's fees, whether based on common law, or otherwise. You
understand, however, that by signing this Agreement, you do not waive
rights to: (i) claims arising under any applicable worker's compensation
laws; (ii) any claims which the law states may not be waived; and (iii) if
applicable, your vested rights under the regular employment benefit plans
of the Company, in effect as of the date of this Agreement.
3. You will not in the future voluntarily assist any individual or
entity in preparing, commencing or prosecuting any action or proceeding
against the Company, its directors, officers, employees, or affiliates,
including but not limited to, any administrative agency claims, charges or
complaints and/or lawsuits against the Company, its directors, officers,
employees, or affiliates, nor will you voluntarily participate or cooperate
in any such action or proceeding, except as such agreement is specifically
prohibited by statute. You also agrees that you will cooperate with and
assist the Company in its defense of any such action or proceeding, subject
to reimbursement of reasonable out-of-pocket expenses. This Agreement
shall not preclude you from testifying in such an action or proceeding if
you are compelled to do so pursuant to a subpoena or other court order.
However, you expressly agree that you will provide written notice addressed
to the attention of Xxxxx X. Xxxxxxx, Esquire, Pepper, Hamilton, LLP, 0000
Xxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (Fax No.: 000-000-0000) if you
should receive, by service or otherwise, a notice, subpoena or other court
order or any other written request seeking or requiring you to testify or
otherwise participate in or assist in any action or proceeding against the
Company, such notice to be so provided within 48 hours of each such receipt
by you or anyone acting on your behalf.
INTELLIGENT ELECTRONICS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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The foregoing is acceptable and approved
effective as of October 31, 1997:
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxx Xxxxxxxxx
