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EXHIBIT 10.5
SEVERANCE AGREEMENT AND
RELEASE OF ALL CLAIMS
The intent of this Severance Agreement and Release of All Claims (hereinafter
"Agreement") is to amicably and finally resolve all issues concerning Xxxx
Xxxxx'x employment with Xxxxxx Greetings, Inc., all actions and conduct
occurring during his employment with Xxxxxx Greetings, Inc. and the termination
thereof.
THEREFORE, in consideration of the mutual promises and releases
contained herein, and other good and valuable consideration between the parties
as provided herein, the sufficiency of which is hereby acknowledged, it is
agreed as follows:
1. Xxxx Xxxxx hereby waives, releases, discharges and covenants not to
xxx Xxxxxx Greetings, Inc. or its directors, officers, managers, agents or
employees, successors, predecessors, assigns, or affiliated entities with
respect to all past or present claims of any nature whatsoever, whether known or
unknown, foreseen or unforeseen, including all claims in any way relating to
Xxxx Xxxxx'x employment with Xxxxxx Greetings, Inc. or the termination thereof,
including but not limited to any claims based on race, color, religion, age,
sex, marital status, national origin, handicap, disability and/or retaliation,
including any and all claims arising under any statute, including but not
limited to the Ohio Fair Employment Practice Act, Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act (ADEA), the Older Workers
Benefit Protection Act, the Family and Medical Leave Act (FMLA) and the
Americans With Disabilities Act (ADA), and any and all laws and regulations
relating to employment termination, employment discrimination or retaliation,
wages, hours, benefits, compensation and any and all claims for attorneys' fees
and costs.
2. In consideration for this Agreement and the undertakings described
herein, including Xxxx Xxxxx'x written acceptance of this Agreement, Xxxxxx
Greetings, Inc. agrees, in lieu of any other severance payments provided by the
company pursuant to any plan or policy, to pay to Xxxx Xxxxx two times his
current annual base salary as severance within seven (7) days of the effective
date of this Agreement as described in Paragraph 5 below. Xxxxxx further agrees
to provide Xxxx Xxxxx with Senior Executive Outplacement Assistance for a period
of six months following the effective date of this Agreement and, if necessary,
for up to three additional months thereafter. In addition, Xxxxxx will reimburse
Xxxx Xxxxx for COBRA payments made to continue his health and dental insurance
for up to 18 months.
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3. Xxxx Xxxxx acknowledges that, during his employment with Xxxxxx
Greetings, Inc., he has come into the possession of confidential, privileged
and/or proprietary information, and agrees not to divulge any such information
to any third party without the express written consent of Xxxxxx Greetings,
Inc.'s Senior Vice President-Human Resources. Further, both parties agree that
this agreement and its terms are confidential and shall not be disclosed to any
third party (excepting the parties' attorneys and accountants) without the prior
written consent of the nondisclosing party.
4. Exclusively as this Agreement pertains to Xxxx Xxxxx'x release of
claims under the Age Discrimination and Employment Act (ADEA), Xxxx Xxxxx hereby
acknowledges that he has had the opportunity to consult with an attorney prior
to signing this Agreement, and that he has been advised and understands that he
has twenty-one (21) days in which to consider whether he should sign this
Agreement, and he further understands that he has seven (7) days following the
date upon which he signed this Agreement to revoke his acceptance.
5. This Agreement shall become effective upon the expiration of the
seven-day revocation period described in Paragraph 4 above.
6. This Agreement shall be interpreted and enforced under the laws of
the State of Ohio. If, for any reason, a portion of this Agreement is deemed
invalid or unenforceable, all remaining parts shall remain binding and in full
force and effect.
7. For a period of 1 year following the effective date of this
Agreement, you will refrain from making any oral or written statements to any
third party in any way disparaging or demeaning Xxxxxx Greetings, it products,
employees or services.
8. Xxxx Xxxxx affirms that he has fully read this entire Agreement,
that he fully understands the meaning and intent of this Agreement, that this
Agreement constitutes the full and complete understanding between the parties,
and that he signed this Agreement consisting of two (2) pages as his own free
and voluntary act.
XXXXXX GREETINGS, INC.
By: /s/ Xxxxx X. Xxxx /s/ Xxxx Xxxxx
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Date: Sept.27, 1999 Date: 10/1/99
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