Exhibit 10.42
November 13, 2000
Xx. X. Xxxxxxxx X. Xxxxxx, XX
000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
[AMF Letterhead]
Dear Xxxxx:
Your employment with AMF Bowling, Inc., AMF Bowling Worldwide, Inc., AMF
Bowling Products, Inc., AMF Bowling Centers, Inc. and their affiliates ("AMF")
will end at the close of business on November 16, 2000 ("Termination Date"). You
and AMF Bowling Products, Inc. signed a Severance Agreement dated April 16, 1999
(the "Severance Agreement"). This letter contains the release that you are
required to execute and deliver to AMF in consideration of the Severance (as
defined in the Severance Agreement) and as a condition precedent to your
entitlement to the Severance. In consideration of the Severance, you agree and
convenant for the benefit of AMF as follows:
1. Termination: (a) You will not be an employee, officer or director of AMF
after the Termination Date. You agree that your signature to this Agreement
evidences your resignation, effective immediately, as an employee, officer and
director of AMF.
(b) After the Termination Date, you will not perform any duties on behalf
of AMF except as required or contemplated by this Agreement.
(c) You will not be entitled to a bonus or incentive compensation for any
year.
(d) Your options to purchase the common stock of AMF Bowling, Inc. will
continue to be governed by the terms and conditions of the 1996 and 1998 AMF
Bowling, Inc. Stock Incentive Plans (the "Plans"). As you are aware, the Plans
provide that upon the termination of employment, you forfeit unvested Stock
Options and have three (3) months after the termination during which you may
excercise vested Stock Options (any Stock Options not exercised within such
period will be forfeited).
(e) Except as may be required by law or as specifically promised by AMF in
this Agreement, after the Termination Date, you will not be entitled to any
insurance, health or other benefits provided by AMF to you or your family.
(f) After the Termination Date, you will not be entitled to incur any
further expenses on behalf of AMF or to take any action in its name.
2. Severance. (a) Following the end of the Revocation Period (as defined
below), so long as you comply with your obligations under this letter and the
Severance Agreement, AMF will pay to you the Severance as described in the
Severance Agreement less any amounts that you owe AMF.
(b) In addition to the Severance, AMF will also provide you with the
outplacement services described in Exhibit "A" to this Agreement.
(c) Except as specifically promised in this Agreement, AMF will only pay
the Severance to you and will have no other obligation to you arising out of or
relating to your employment or the termination of your employment. You agree
that you will forfeit your entitlement to the Severance if you fail to perform
or observe any of your promises or obligations in this letter or the Severance
Agreement.
3. Expenses. You will be reimbursed for all outstanding business expenses
incurred by you under AMF's policies on behalf of AMF through the Termination
Date (except as specifically provided in this Agreement). Please submit your
expense reimbursement to me.
4. Release. In consideration of the Severance, you (for yourself and your
heirs, representatives and assigns) voluntarily, fully and irrevocably release,
and discharge AMF and its officers, directors and employees of and from any and
all claims, causes of action, rights, suits, demands, obligations, damages,
costs, losses and/or liabilities, joint or several, present, past or future,
known or unknown, of whatever source, both at law and in equity, including,
without limitation, any claims for wrongful discharge, employment
discrimination, unjust or improper dismissal or treatment, intentional or
negligent torts, retaliation, back pay, reinstatement, future employment
opportunities and all other claims relating to employment, indemnification for
your service as an officer or director of AMF, separation from employment and
refusal to offer future employment, breach of express or implied contract,
fraud, misrepresentation, defamation, emotional distress or claims of any kind
that may be brought in any court or administrative agency, any claims under the
Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act,
the Americans with Disabilities Act, the Employee Retirement Income Security
Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Civil
Rights Act of 1991, as amended, the Equal Pay Act, the Worker Adjustment and
Retraining Notification Act (WARN), the Virginia Human Rights Act or any other
federal, state or local law relating to employment, employee benefits or the
termination of employment, or any other claim, including attorneys' fees and
costs, excepting only the provisions of this letter and the Severance Agreement
("Release"). If you attempt to avoid or set aside the terms of the Release or
this letter or the Severance Agreement, or if AMF successfully asserts the
Release or this letter or the Severance Agreement as a defense or bar to any
claim asserted by you, you will be liable for reasonable costs and attorneys'
fees in defending
such claims or asserting such defense. Should any third party bring any action
or claim against AMF on your behalf, you acknowledge and agree that this letter
and the Severance Agreement provide full relief and that you will not accept any
additional money or relief other than is specified under the terms of this
letter. The Release does not include AMF's obligations to you under this letter
and the Severance Agreement.
5. Agreement. This letter and the Severance Agreement constitute the entire
agreement between you and AMF and supersede any prior agreements or
understandings relating to your employment, the termination of your employment
or other matter. Virginia law will govern this Agreement. This Agreement may be
changed only by agreement in writing signed by you and AMF. If any part of this
Agreement is finally determined by a court to be invalid or unenforceable for
any reason, the determination will not affect its remaining provisions.
6. Special Release Notification. This letter includes a release of all
claims under the Age Discrimination in Employment Act ("ADEA"). Pursuant to the
requirements of the ADEA and the Older Workers Benefits Protection Act
("OWBPA"), you acknowledge that you have been:
(a) advised that the Release includes, but is not limited to, all
claims under the ADEA and OWBPA arising up to and including the date of your
execution of this letter but does not cover claims arising after your
execution of this letter;
(b) advised to consult with an attorney and/or other advisor of your
choosing concerning your rights and obligations under the Release before
executing this letter;
(c) advised to consider fully the Release before executing this
letter;
(d) informed that you will receive compensation for executing this
letter, including the Release, which you would not receive if you did not
sign it;
(e) offered to take more than forty-five (45) days to consider this
letter (including the Release) before executing it. You also acknowledge that
you may revoke this letter for a period of seven (7) days from the date you
execute it (the "Revocation Period"). You executed this letter on November 17,
2000. You may revoke this letter within the Revocation Period by communicating
your revocation in writing to me at the following address:
Xx. Xxxxxxx X. Xxxxxxx
Vice President of Human Resources
AMF Bowling Worldwide, Inc.
0000 XXX Xxxxx
Xxxxxxxxxxxxxx, Xxxxxxxx 00000
(f) notified that in connection with restructuring, severance is
being offered to a class, unit or group of individuals specified in Schedule 1,
with the elegibility factors and time limits stated therein, and is being
offered or not offered to the persons having the job titles and ages stated
therein. You represent and warrant that you have had ample opportunity to
consider this letter agreement (including the Release and Schedule 1), that you
understand it and that you have had an opportunity to consult an attorney, if
desired, before executing this letter.
7. Effective Date. This letter (including the Release) will not become
effective or enforceable until the first day after the seven day Revocation
Period.
Please confirm whether you elect to receive the Severance under the
Severance Agreement and enter into this letter (including the Release) by
signing and dating in the space provided below. If you do not elect to enter
this letter within the specified time limits, you will not be entitled to the
Severance and will receive only such severance benefits, if any, as are provided
by normal AMF policy. There are two originals, please sign and return one to me.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Vice President, Human Resources
I elect to receive the Severance and agree to be legally bound by this
letter (including the Release) and ratify and confirm my obligations to AMF
under the Severance Agreement.
By: /s/ X. Xxxxxxxx X. Xxxxxx, XX
-----------------------------
X. Xxxxxxxx X. Xxxxxx, XX
Date: November 17, 2000
XXX XXXXX XXXXXXXX
EXHIBIT A
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