EXHIBIT 10.22
TERMINATION, CONSULTING AND RELEASE AGREEMENT
(C. XXXXXXX XXXXXXX)
TERMINATION, CONSULTING AND RELEASE AGREEMENT dated as of
January 17, 1997 (the "Agreement") among National Auto/Truckstops Holdings
Corporation, a Delaware corporation ("Holdings"), National Auto/Truckstops,
Inc., a Delaware corporation (the "Company"), and C. Xxxxxxx Xxxxxxx (the
"Executive").
WHEREAS, the Executive was previously employed by the Company
on an at will basis;
WHEREAS, the Executive desires to resign his employment with the
Company and any and all of his positions with Holdings and its direct and
indirect subsidiaries and affiliates effective as of the date hereof, subject to
the terms and conditions set forth below;
WHEREAS, Holdings and the Company are prepared to make certain
payments described herein to the Executive in consideration for the undertakings
of the Executive described herein;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the adequacy of which is hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
1. RESIGNATION; CERTAIN ADDITIONAL PAYMENTS; FULL SATISFACTION.
(a) The Executive hereby resigns, effective as of the date
hereof, from the Executive's positions as President and Chief Executive Officer
of the Company and Holdings and from all other positions and directorships which
the Executive holds with the Company and Holdings and their respective direct
and indirect subsidiaries and affiliates.
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(b) The Executive shall be entitled to receive from the
Company continued payment of his base salary as is currently in effect through
January 31, 1997.
(c) The Executive shall be entitled to receive from the
Company a bonus in respect of services performed during the fiscal year ending
December 31, 1996 in an amount equal to ten percent (10%) of his annual base
salary as is currently in effect. Such bonus shall be paid by the Company to the
Executive on or before February 28, 1997.
(d) The Company shall reimburse the Executive for up to six
months of reasonable and customary out placement services beginning not later
than August 1, 1997; PROVIDED that the Company's reimbursement obligations shall
cease upon the termination of the Executive's services hereunder for "Cause" (as
hereinafter defined).
(e) The Executive acknowledges and agrees that, except as
expressly set forth in this Section 1 and Sections 2, 3 and 4 of this Agreement,
the Executive shall not be entitled to any other compensation or benefits from
Holdings or the Company (or their respective direct or indirect subsidiaries and
affiliates) including, without limitation, any other severance or termination
benefits; PROVIDED that it is agreed that nothing in this Agreement shall
constitute a waiver of the Executive's rights to vested benefits, if any, under
any Company retirement or group health plan in respect of his services to the
Company prior to the date hereof. The Executive hereby acknowledges that, as of
the date hereof, the Executive has been paid all monies due to the Executive
from Holdings and the Company (and their respective direct or indirect
subsidiaries and affiliates) on account of wages, wage
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supplements, commissions, bonuses, vacation, benefits and all other entitlements
in respect of the Executive's services prior to the date hereof.
2. CONSULTING ARRANGEMENT.
(a) The Company hereby retains the Executive, and the
Executive hereby agrees to serve, as a consultant to Holdings and the Company
during the one year period commencing on February 1, 1997 and ending on January
31, 1998 (the "Consulting Term").
(b) During the Consulting Term, the Executive shall render
such advice and services relating the business and strategic business plan of
Holdings and the Company as may be reasonably required by Holdings and the
Company, it being understood that such services shall be incidental to, and
shall not materially interfere with, the other business activities of the
Executive. In addition, the Executive agrees to cooperate with Holdings and the
Company during the Consulting Term and thereafter by making himself reasonably
available to testify on behalf of Holdings or the Company (or their respective
direct or indirect subsidiaries and affiliates) in any action, suit or
proceeding, whether civil, criminal, administrative, or investigative, relating
to events that occurred during the Executive's employment with the Company or
Holdings (or during the Consulting Term), and to assist Holdings, the Company
and their respective direct or indirect subsidiaries and affiliates in any such
action, suit or proceeding by providing information and meeting and consulting
with the Boards of Directors of Holdings and the Company or their
representatives or counsel or representatives or counsel to Holdings or the
Company or any of their respective direct or indirect subsidiaries and
affiliates, as reasonably requested by the Board of Directors of Holdings or the
Company or such representatives or counsel.
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The Company shall reimburse the Executive for reasonable and documented
out-of-pocket expenses incurred in connection with the performance of consulting
services hereunder.
(c) As an advance with respect to compensation for the
performance of consulting services during the Consulting Term, the Executive
shall receive a lump sum payment of $176,300.00 from the Company (the
"Advance"), payable on or about February 1, 1997 (such date, the "Initial
Payment Date"). The Executive shall be entitled to the payment of the Advance
regardless of the extent to which his services are requested hereunder.
(d) From and after the date hereof the Executive shall cease
to be an employee of Holdings and the Company and their respective affiliates
and shall not be entitled to participate in any employee benefit plan or other
benefits or conditions of employment available to the employees of Holdings, the
Company or their affiliates; PROVIDED that (i) (A) until the earliest to occur
of (x) January 31, 1998, (y) the full time employment (including self
employment) of the Executive by a new employer or (z) the Executive's
termination for Cause hereunder (the "Continuation Period"), to the extent
permitted by the Company's group health and medical plans, the Executive shall
be entitled to receive continued coverage under the Company's group health and
medical plans as if the Executive were an active employee of the Company, and
(B) from and after the expiration of the Continuation Period, the Executive
shall be entitled to COBRA continuation coverage under the Company's group
health and medical plans to the extent provided by law and (ii) if the
arrangements described in clause (i) above are not permitted by the Company's
group health and medical plans, (A) from and after February 1, 1997, the
Executive
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shall be entitled to COBRA continuation coverage to the extent permitted by law,
and (B) until the expiration of the Continuation Period, the Company shall be
responsible for the excess of (I) the premium cost to the Executive of such
COBRA continuation coverage over (II) the premium cost from to time to active
employees of the Company with respect to similar coverage under the Company's
group health and medical plans.
(e) The Executive shall have no authority to act as an agent
of Holdings, the Company or their respective direct or indirect subsidiaries and
affiliates, except on authority specifically so delegated, and he shall not
represent himself to the contrary to any person or entity and the Executive
shall not direct the work of any employee of Holdings, the Company or their
respective direct or indirect subsidiaries and affiliates or make any management
decisions or undertake to commit Holdings, the Company or their respective
direct or indirect subsidiaries and affiliates to any action in relation to
third parties.
3. DEFERRED SEVERANCE PAYMENTS.
(a) On January 31, 1998 (the "Final Payment Date"), the
Executive shall be entitled to a deferred severance payment in the form of a
lump sum payment equal to $88,150.00; if, and only if, the Executive's services
as a consultant were not previously terminated for Cause.
(b) If the Executive's services as a consultant shall have
been terminated for Cause on or prior to the Final Payment Date, the Executive
shall not be entitled to receive any deferred severance payment.
(c) For purposes of this Agreement, "Cause" shall mean (i) the
Executive's continued failure substantially to perform his duties hereunder
(other than as a result of total or partial incapacity due to physical illness
or death), (ii) the
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Executive's dishonesty in the performance of his duties hereunder, (iii) the
Executive's breach of any of the provisions of this Agreement, (iv) an act or
acts on the Executive's part constituting a felony under the laws of the Unites
States or any state thereof or the Executive's commission of any crime involving
moral turpitude or (v) an act or acts on the Executive's part which is
materially injurious to the business or reputation of Holdings or the Company or
their respective direct or indirect subsidiaries and affiliates. Any voluntary
resignation by the Executive as a consultant to Holdings or the Company shall be
treated as a termination for Cause for purposes of this Agreement.
4. EQUITY ARRANGEMENTS.
(a) As of the date hereof, all Series II and Series III
options currently held by the Executive under Holdings' 1993 Stock Incentive
Plan (the "Option Plan") shall be forfeited and canceled without consideration.
All Series I options currently by the Executive under the Option Plan shall be
canceled as of the date hereof in consideration for the Executive's right to
receive (i) an option payment from Holdings (the "Initial Option Payment") on
the Initial Payment Date (or, if Holdings is unable to make the Initial Option
Payment on the Initial Payment Date as a result of legal or contractual
restrictions, such payment shall be made within five business days of the date
Holdings first becomes able to make the Initial Option Payment) and (ii) a
deferred option payment from Holdings (the "Deferred Option Payment") on the
Final Payment Date (or, if Holdings is unable to make the Deferred Option
Payment on the Final Payment Date as a result of legal or contractual
restrictions, such payment shall be made within five business days of the date
Holdings first becomes able to make the Deferred Option Payment).
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The amount of the Initial Option Payment shall equal (a) the product
of $13.00 and the number of shares of Class B common stock, par value $.01 per
share ("Class B Shares"), underlying the vested Series I options currently held
by the Executive minus (b) the aggregate exercise price of the vested Series I
options currently held by the Executive.
The amount of the Deferred Option Payment shall be calculated
as follows:
(i) If the Executive's services to Holdings and the
Company is not terminated for Cause on or prior to the Final Payment Date, the
Deferred Option Payment shall equal the product of $2.69 and the number of Class
B Shares underlying the vested Series I options previously held by the Executive
(which amount shall be deemed to include interest at the Applicable Federal Rate
from the Initial Payment Date until the date of payment of the Deferred Option
Payment).
(ii) If the Executive's services as a consultant to
Holdings and the Company is terminated for Cause on or prior to the Final
Payment Date, the Executive shall not be entitled to receive the Deferred Option
Payment.
(b) Holdings hereby agrees to purchase, and the Executive
hereby agrees to sell, (i) in consideration for the payment by Holdings of the
purchase price (the "Initial Purchase Price") on the Initial Payment Date (or,
if Holdings is unable to pay the Initial Purchase Price on the Initial Payment
Date as a result of legal or contractual restrictions, such payment shall be
made within five business days of the date Holdings first becomes able to pay
the Initial Purchase Price) and (ii) in consideration for the payment by
Holdings of the deferred purchase price (the "Deferred Purchase Price") on the
Final Payment Date (or, if Holdings is unable to
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pay the Deferred Purchase Price on the Final Payment Date as a result of legal
or contractual restrictions, such payment shall be made within five business
days of the date Holdings first becomes able to pay the Deferred Purchase
Price), all Class B Shares currently held by the Executive (including any Class
B Shares held for the benefit of the Executive in an individual retirement
account ("XXX") and any Class B Shares previously transferred by the Executive
to a "Permitted Transferee" in accordance with Section 2(c) of the National
Auto/Truckstops Holdings Corporation Stockholders' Agreement dated as of April
14, 1993 (the "Stockholders' Agreement")).
(c) The closing of the purchase of Class B Shares on the
Initial Payment Date under Section 4(b) shall be held at the principal offices
of the Company at 11:00 a.m. local time on the Initial Payment Date, or at such
other time and place as the Company and the Executive agree upon. At such
closing, the Executive shall deliver or cause the delivery of certificates
representing the Class B Shares to be sold, duly endorsed for transfer and
accompanied by all requisite stock transfer taxes, and such Class B Shares shall
be free and clear of any liens, claims, options, charges, encumbrances or rights
of others arising through the action or inaction of the Executive, and the
Executive shall so represent and warrant, and further represent and warrant that
he is the beneficial owner of such Class B Shares. Holdings shall deliver at the
closing payment in full, by certified or bank check for such Class B Shares.
(d) The amount of the Initial Purchase Price shall equal the
product of $10.00 and the number of Class B Shares currently held of record by
the Executive.
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The amount of the Deferred Purchase Price shall be calculated as
follows:
(i) If the Executive's services as a consultant to
Holdings and the Company is not terminated for Cause on or prior to the Final
Payment Date, the Deferred Purchase Price shall equal the product of $5.69 and
the number of Class B Shares currently held by the Executive (which amount shall
be deemed to include interest at the Applicable Federal Rate from the Initial
Payment Date until the date of payment of the Deferred Purchase Price).
(ii) If the Executive's services as a consultant to
Holdings and the Company is terminated for Cause on or prior to the Final
Payment Date, then, as liquidated damages, the Executive shall not be entitled
to receive the Deferred Purchase Price.
(e) Except as expressly provided in this Section 4, the
Executive shall have no further rights with respect to any options or Class B
Shares currently held by him including, without limitation, any rights under the
Option Plan or the Management Subscription Agreement dated as of April 14, 1993.
5. SATISFACTION OF NOTE. On the Initial Payment Date and as a
condition to receipt by the Executive of the payments contemplated by Sections
2, 3 and 4 hereof, the Executive shall repay to Holdings all outstanding
principal and interest due under the Note of the Executive payable to the order
of Holdings dated as of April 14, 1993, in the principal amount of $125,000.00
(the "Note"). Any amounts received by the Executive on the Initial Payment Date
in respect of the Initial Option Payment or the Initial Purchase Price may be
used by the Executive to offset any amount due in respect of outstanding
principal and interest under the Note.
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6. RELEASE BY EXECUTIVE.
(a) As a material inducement for Holdings and the Company to
enter into this Agreement and to pay the Executive the amounts contemplated
hereunder, the Executive, on behalf of himself, his agents, assignees,
attorneys, heirs and executors agrees to and does hereby fully and completely
forever release Holdings and the Company and their respective subsidiaries,
affiliates, predecessors and successors and all of their respective past and/or
present officers, directors, partners, members, managing members, managers,
employees, agents, representatives, administrators, attorneys, insurers and
fiduciaries in their individual and/or representative capacities (hereinafter
collectively referred to as "Employer Releasees"), from any and all causes of
action, suits, agreements, promises, damages, disputes, controversies,
contentions, differences, judgments, claims, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialities, covenants, contracts,
variances, trespasses, extents, executions and demands of any kind whatsoever
which the Executive or his heirs, executors, administrators, successors and
assigns ever had, now have or may have against the Employer Releasees or any of
them, in law, admiralty or equity whether known or unknown to the Executive,
for, upon, or by reason of, any matter, course or thing whatsoever from the
beginning of the world to the date of this Agreement, including, without
limitation, in connection with or in relationship to the Executive's employment
with Holdings or the Company or their respective affiliates, the termination any
such employment, and all matters referred to any applicable employment,
compensatory or equity arrangement with Holdings, the Company or their
respective affiliates; PROVIDED that such released claims shall not include any
claims for indemnification that the Executive may have under the
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certificate of incorporation or by-laws of Holdings or the Company relating to
acts by the Executive in his capacity as an officer or director of Holdings or
the Company, as appropriate (such released claims are collectively referred to
herein as the "Released Executive Claims").
(b) The Released Executive Claims include, without limitation,
(i) any and all claims under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the
Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement
Income Security Act of 1974, the Americans with Disabilities Act, the Family and
Medical Leave Act of 1993, and any and all other federal, state or local laws,
statutes, rules and regulations pertaining to employment or otherwise, and (ii)
any claims for wrongful discharge, breach of contract, fraud, misrepresentation
or any compensation claims, or any other claims under any statute, rule or
regulation or under the common law, including compensatory damages, punitive
damages, attorney's fees, costs, expenses and all claims for any other type of
damage or relieve.
7. RELEASE BY HOLDINGS AND THE COMPANY.
(a) As a material inducement for the Executive to enter into
this Agreement, each of Holdings and the Company agree to and do hereby fully
and completely forever release the Executive, from any and all causes of action,
suits, agreements, promises, damages, disputes, controversies, contentions,
differences, judgments, claims, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialities, covenants, contracts, variances,
trespasses, extents, executions and demands of any kind whatsoever which
Holdings or the Company ever had, now have or may have against the Executive, in
law, admiralty or equity whether known or
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unknown to Holdings or the Company, for, upon, or by reason of, any matter,
course or thing whatsoever from the beginning of the world to the date of this
Agreement, including, without limitation, in connection with or in relationship
to Executive's employment with Holdings or the Company or their respective
affiliates, the termination any such employment, and all matters referred to any
applicable employment, compensatory or equity arrangement with Holdings, the
Company or their respective affiliates; PROVIDED that such released claims shall
not include any claims arising out of or in connection with any fraudulent or
deceptive act on the part of the Executive or the Executive's failure to
disclose to the Company any information that could be materially injurious to
Holdings or the Company (such released claims are collectively referred to
herein as the "Released Employer Claims").
8. CERTAIN ADDITIONAL AGREEMENTS.
(a) Each of the Executive on the one hand, and Holdings and
the Company, on the other hand, represents, covenants and agrees to the other
that neither they, nor their agents, assignees, attorneys, heirs or executors
(as applicable) have commenced, continued or joined in, and will not hereafter
commence, continue, or join in, any lawsuit, arbitration or other action
asserting any Released Executive Claim or Released Employer Claim, respectively,
against the other (including the Executive and the Employer Releasees) or in any
other manner attempt to assert any Released Executive Claim or Released Employer
Claims, respectively, against the other (including the Executive and the
Employer Releasees).
(b) Each of the parties hereto understands and agrees that the
Company's payment of amounts hereunder and Executive's signing of this Agreement
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do not in any way indicate that Executive or the Company or Holdings has any
viable claims against the other or that any party hereto admits any liability to
the other whatsoever.
9. EXECUTIVE COVENANTS.
(a) CONFIDENTIALITY. The Executive agrees that he shall not at
any time (whether during or after the Consulting Term) disclose or use for his
own benefit or purposes or the benefit or purposes of any other person or entity
(other than Holdings, the Company and their respective direct or indirect
subsidiaries and affiliates) any trade secrets, information, data or other
confidential information relating to current or former customers, development
programs, costs, marketing, trading, investment, sales activities, promotion,
credit and financial data, manufacturing processes, financing methods, plans, or
other business and affairs of Holdings, the Company or their respective direct
or indirect subsidiaries and affiliates generally; PROVIDED that the foregoing
shall not apply to information which is generally known to the public other than
as a result of the Executive's breach of this covenant. The Executive agrees
that he will promptly return to Holdings all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or therefrom, in any
way relating to the business of Holdings, the Company or their respective direct
or indirect subsidiaries and affiliates. The Executive further agrees that he
will not retain or use for his own account at any time any trade names,
trademark or other proprietary business designation used or owned in connection
with the business of Holdings, the Company or their respective direct or
indirect subsidiaries and affiliates.
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(b) NON-SOLICITATION. The Executive agrees that he will not at
any time (whether during or after the Consulting Term) directly or indirectly
solicit, or induce, any employee or client of Holdings or the Company or their
respective direct or indirect subsidiaries or affiliates to terminate his or her
employment or client relationship with Holdings, the Company or their respective
direct or indirect subsidiaries or affiliates. In addition, the Executive agrees
that he will not directly or indirectly employ or offer employment to any person
who was employed by Holdings, the Company or their respective direct or indirect
subsidiaries or affiliates unless such person shall have ceased to be employed
by Holdings, the Company or their respective direct or indirect subsidiaries or
affiliates for a period of at least 12 months; PROVIDED that the restriction set
forth in this sentence shall not apply with respect to any such person who shall
have ceased to be employed by Holdings, the Company or their respect direct or
indirect subsidiaries or affiliates as a result of a termination by their
employer without cause.
(c) NON-DISPARAGEMENT. The Executive agrees that he shall not
at any time (whether during or after the Consulting Term) make negative
statements or representations, or otherwise communicate negatively, directly or
indirectly, in writing or orally, or otherwise, or take any action which may,
directly or indirectly, disparage or be damaging to the Company, Holdings or
their respective direct or indirect subsidiaries or affiliates or any of their
respective current or former customers, successors, officers, directors,
employees, business or reputation.
(d) REMEDIES. The Executive acknowledges and agrees that the
remedies available to Holdings and the Company at law for a breach or threatened
breach of any of the provisions of this Section 9 would be inadequate and, in
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recognition of this fact, the Executive agrees that, in the event of a breach or
threatened breach, in addition to any remedies at law, Holdings and the Company
shall be entitled to obtain equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent injunction or
any other equitable remedy which may then be available.
10. TAXES. All payments made hereunder other than the Advance, the
Initial Purchase Price and the Deferred Purchase Price will be subject to
required withholding of federal, state and local income and employment taxes. It
is intended that the Advance payable hereunder will constitute revenues to the
Executive and that the Initial Purchase Price and the Deferred Purchase Price
paid in respect of the Class B Shares shall not constitute compensation to the
Executive. To the extent consistent with applicable law, Holdings and the
Company will not withhold any amounts therefrom as federal income tax
withholding from wages or as employee contributions under the Federal Insurance
Contributions Act or any other state or federal laws and in such case, the
Executive shall be solely responsible for and shall indemnify Holdings and the
Company (and their respective officers and directors) for the withholding and/or
payment of any federal, state or local income or payroll taxes with respect to
the Advance, the Initial Purchase Price and the Deferred Purchase Price.
11. CLASS B SHARES HELD IN AN XXX. Notwithstanding anything to the
contrary set forth herein, to the extent any Class B Shares (the "XXX Shares")
are held for the benefit of the Executive in an XXX:
(a) the parties intend that the XXX Shares shall be subject
to the provisions of Section 4 of this Agreement and the custodian or
administrator of
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the Executive's XXX (the "XXX Administrator") shall be a signatory to this
Agreement;
(b) the obligations of the Executive, Holdings and the Company
hereunder shall become effective as of the date hereof, regardless of whether
the XXX Administrator executes this Agreement;
(c) if the XXX Administrator does not execute this Agreement
by January 31, 1997, Holdings shall exercise the Call Option (the "Call Option")
pursuant to Section 7(a) of that certain Management Subscription Agreement dated
as of April 14, 1993 between Holdings and the Executive's XXX Account (the
"Management Subscription Agreement") with respect to the XXX Shares;
(d) to the extent Holdings exercises the Call Option, the
purchase price to be paid by Holdings and the number of Class B Shares to be
delivered by the Executive pursuant to Section 4 hereof shall be appropriately
reduced to give effect to the exclusion of the XXX Shares from the transactions
contemplated by Section 4 hereof as a result of the exercise by Holdings of the
Call Options; and
(e) to the extent Holdings exercises the Call Option and (x)
the sum of the Initial Purchase Price and the Deferred Purchase Price is greater
than (y) the Call Purchase Price (as defined in the Management Subscription
Agreement), Holdings shall use commercially reasonable efforts to deliver the
Executive on the Final Payment Date (or the XXX, to the extent consistent with
applicable law) economic value substantially equivalent to the excess of (x)
over (y) above.
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12. ACKNOWLEDGMENT; EFFECTIVENESS.
(a) The Executive acknowledges that he has read this Agreement
carefully, has been advised to consult an attorney and any other advisors of his
choice, and fully understands that by signing below the Executive is giving up
any right which he may have to xxx or bring any Released Executive Claims
against the Employer Releasees. The Executive acknowledges that he has not been
forced or pressured in any manner whatsoever to sign this Agreement and the
Executive agrees to all its terms voluntarily. To the extent that Executive has
executed this Agreement within less than twenty-one (21) days after its delivery
to the Executive, the Executive acknowledges that his decision to execute this
Agreement prior to the expiration of such twenty-one (21) day period was
entirely voluntary.
(b) The Executive has not relied on any representations,
promises or agreements of any kind made to him in connection with his decision
to accept the terms of the Agreement except for those set forth in this
Agreement.
(c) The parties hereto agree, and the Executive understands,
that the Executive has seven (7) days from the date he has signed this Agreement
below to revoke this Agreement and the release contained herein, that this
Agreement will not become effective until the eighth (8th) day following the
date that he has signed this Agreement, and that the Holdings and the Company
will have no obligation to make the payments set forth in this Agreement unless
and until this Agreement becomes effective.
(d) The parties hereto agree that the obligations of Holdings
and the Company hereunder shall be subject to the approval of this Agreement by
the
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Boards of Directors of Holdings and the Company and by the Compensation
Committee of the Board of Directors of Holdings.
13. ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the
entire understanding of the parties with respect to the subject matter hereof
and cannot be amended or modified except by a writing signed by all such
parties.
14. GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of New York, without
giving effect to the choice-of-law provisions thereof. If, under such law, any
portion of this Agreement is at any time deemed to be in conflict with any
applicable statute, rule, regulation or ordinance, such portion shall be deemed
to be modified or altered to conform thereto or, if that is not possible, to be
omitted from this Agreement, and the invalidity of such portion shall not affect
the force, effect and validity of the remaining portion hereof.
15. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first above written.
NATIONAL/AUTO TRUCKSTOPS
HOLDINGS CORPORATION
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Sr. Vice President
NATIONAL/AUTO TRUCKSTOPS, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Sr. Vice President
/s/ C. Xxxxxxx Xxxxxxx
-----------------------------------
C. Xxxxxxx Xxxxxxx
Accepted and Agreed to as of the date first above written:
--------------------------------
[Custodian for Executive's XXX]
