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EXHIBIT 10.18
PROVANT, INC.
00 Xxxxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Telephone 000 000 0000
Facsimile 000 000 0000
March 23, 2001
Xx. Xxxx X. Xxxxxx
Novations
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxxx, XX 00000
RE: Severance Benefit
Dear Xxxx:
As you know, Provant, Inc., a Delaware corporation (the "Company") is in
the process of exploring various strategic alternatives, including a possible
change of control of the Company. At the same time, your Employment Agreement
dated May 4, 1998 with the Company, will expire on May 4, 2001. During this
period, we think that it is in the best interests of the Company to offer you
the security of the severance benefits described below. These arrangements are
being made to help assure a continuing dedication by you to your duties to the
Company during the pendency of any strategic transaction involving the Company.
Consequently, the Company agrees with you as follows.
1. In the event that your employment is terminated by the Company other
than for Cause (as defined in your Employment Agreement), death or disability,
you shall be entitled, subject to the immediately following sentence, to receive
as a severance benefit periodic payments in an amount equal to your base salary
in effect at the date of such termination divided by the number of payroll
periods per year then applicable to employees of the Company (hereinafter,
"Severance Payments"), for a period of six months from and after the date of
such termination. Your right to receive Severance Payments hereunder is
conditioned upon (X) your prior execution and delivery to the Company of a
general release of any and all of your claims and causes of action against the
Company and its subsidiaries, officers and directors, excepting only the right
to any base salary and/or reimbursable expenses then accrued and unpaid, (Y)
your written confirmation of your obligations under the Non-Competition
Agreement (as defined below), as amended by this Agreement, and
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(Z) your continued performance of those obligations under your Employment
Agreement that continue by their express terms after the termination thereof.
Any Severance Payments to be paid hereunder shall be payable in accordance with
the payroll practices of the Company for its employees generally, as in effect
from time to time, and subject to all required withholding of taxes.
2. The term of your Employment Agreement will expire on May 4, 2001. Your
employment with the Company following the expiration of the term of your
Employment Agreement shall be on an at will basis and may be terminated by
either party at any time.
3. Notwithstanding the termination of your Employment Agreement, you agree
that your covenant not to compete and non-solicitation agreement with the
Company contained in Section 7 of your Employment Agreement (the
"Non-Competition Agreement") shall continue to be binding on you and are hereby
extended to the later to occur of the current expiration date, May 4, 2003, or
that date that is one year from the termination of your employment with the
Company. In addition, the confidentiality provisions contained in Section 8 of
your Employment Agreement shall remain in effect during your continued
employment by the Company and thereafter.
4. This Agreement shall be binding upon and inure to the benefits of you
and your estate and the Company and its successors or assigns, but neither this
Agreement nor any rights arising hereunder may be assigned or pledged by you. If
you should die while any amount would still be payable to you hereunder if you
had continued to live, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement to your devisee, legatee,
or other designee or, if there be no such designee, to your estate.
5. This Agreement will be binding on any successor of the Company and any
purchaser of all or substantially all of the business and/or assets of the
Company.
6. Nothing in this Agreement shall prevent or limit your continuing or
future participation in any benefit, bonus, incentive or other plan or program
provided by the Company and for which you may qualify.
7. The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
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If the foregoing is in accordance with your understanding, please sign and
return the enclosed copy of this letter, whereupon this letter and such copy
will constitute a binding agreement under seal between you and the Company on
the basis set forth above.
Sincerely,
PROVANT, INC.
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Agreed to and accepted this 7th day of April, 2001:
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/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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