EXHIBIT 10.10
-------------
SEPARATION AGREEMENT AND GENERAL RELEASE
----------------------------------------
This Separation Agreement and General Release is entered into by and between Xxx
Xxxxxx ("Xx. Xxxxxx") and Global MAINTECH Corporation, a Minnesota corporation
and its subsidiaries ("Global").
WHEREAS, Xx. Xxxxxx is currently an employee of Global as Chief Financial
Officer ("CFO") and Secretary and is a director and officer of subsidiaries of
Global MAINTECH Corporation;
WHEREAS, Xx. Xxxxxx and Global mutually desire to end Xx. Xxxxxx'x employment
with Global;
NOW, THEREFORE, in consideration of the mutual covenants set forth below, it is
agreed as follows:
1. Resignation. Xx. Xxxxxx shall resign his employment with Global effective
either September 30, 2000 or as soon as Xx. Xxxxxx secures other employment,
which ever is sooner. Xx. Xxxxxx agrees to step down as CFO of the company
effective July 3, 2000 and effective August 4, 2000 as regards all other
positions as director and officer and remain as a consultant until September 30,
2000, and shall provide up to five (5) hours of work to Global during the period
from the date of execution of this Agreement through September 30, 2000. Such
work shall be assigned by Global's President or new CFO and shall be appropriate
for a Global employee in Xx. Xxxxxx'x position.
2. Payments and Benefits. In exchange for the covenants and releases herein,
Global shall provide the following to Xx. Xxxxxx:
a. continuance of pay and benefits at Xx. Xxxxxx'x current level
until the termination of this agreement as defined in section 1;
3. Release by Xx. Xxxxxx. In exchange for the consideration described herein,
the adequacy of which is hereby acknowledged, Xx. Xxxxxx unconditionally waives
and releases and forever discharges Global and its predecessors, successors,
subsidiaries, affiliates, and related entities, including, but not limited to
its past and present directors, officers, agents, insurers, counsel, and
employees of any of them, whether in their individual or official capacities
(collectively referred to as "Global Parties") from any and all claims, demands,
obligations, damages, actions, or liabilities, whether known or unknown, up
through the date of his signature on this Agreement.
Xx. Xxxxxx understands that by releasing all of his legal claims against the
Global Parties, he is releasing all of his rights to bring any claims against
them based on any actions, decisions, or events occurring through the date of
his signature on this Agreement.
1
Further, Xx. Xxxxxx understands that he is releasing, and does hereby release,
any claims for damages, by charge or otherwise, whether brought by him or on his
behalf by any other party, governmental or otherwise, and agrees not to
institute any claims for damages via legal proceedings against the Global
Parties. Xx. Xxxxxx also waives and releases any and all rights to money damages
or other legal relief awarded by any governmental agency related to any charge
or other claim.
Xx. Xxxxxx understands and accepts that he is giving up any and all claims,
complaints, causes of action or demands, whether now known or unknown, asserted
or unasserted, direct or indirect, which he has or may have by reason of any
matter, fact or thing occurring up through the date of his signature on this
Agreement, including but not limited to claims based upon: Title VII of the
Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act;
the Employee Retirement Income Security Act; the Americans with Disabilities
Act; the Fair Labor Standards Act; the Minnesota Human Rights Act; or any other
federal, state or local statute, ordinance, or law. Xx. Xxxxxx also understands
that he is giving up all other claims, including those grounded in contract or
tort theories, including but not limited to: claims under federal and/or state
securities law; claims under Minnesota corporate law; wrongful discharge, breach
of express or implied contract; tortious interference with contractual
relations; promissory estoppel; breach of the implied covenant of good faith and
fair dealing; breach of express or implied promise; breach of manuals or other
policies; assault; battery; fraud; invasion of privacy; intentional or negligent
misrepresentation; defamation, including libel, slander, discharge defamation
and self-publication defamation; discharge in violation of public policy; breach
of fiduciary duty; whistleblower; intentional or negligent infliction of
emotional distress; or any other theory, whether legal or equitable.
Xx. Xxxxxx understands that he may take twenty-one (21) days to consider the
terms of this Agreement before signing it. Xx. Xxxxxx further understands that
he may sign the Agreement prior to the expiration of the twenty-one (21) day
period without prejudice to himself or Global. Xx. Xxxxxx represents that he has
carefully read and fully understands all provisions of this Agreement and that
he has had a full opportunity to have all of the terms of this Agreement
explained to him by his counsel.
After signing this Agreement, Xx. Xxxxxx may rescind this Agreement insofar as
it extends to his release of claims under the Minnesota Human Rights Act if he
delivers a written recission to Global within fifteen (15) days after signing
this Agreement. Xx. Xxxxxx must deliver the rescission by hand within the
applicable period or send it by certified mail within the applicable period,
return receipt requested, to Xxxxx Xxxx, President, Global Maintech, Inc., 0000
Xxxxxx Xxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000. After signing this Agreement, Xx.
Xxxxxx may revoke this Agreement insofar as it extends to his release of claims
under the Age Discrimination in Employment Act if he delivers a written
revocation to Global within seven (7) days after signing this Agreement. Xx.
Xxxxxx must deliver the revocation by hand within the applicable period
2
or send it by certified mail within the applicable period, return receipt
requested, to Xxxxx Xxxx, President, Global Maintech, Inc., 0000 Xxxxxx Xxxxx
Xxxxx, Xxxx Xxxxxxx, XX 00000. If Xx. Xxxxxx exercises his right to
revoke/rescind, neither party shall have any rights or obligations under this
Agreement.
4. Release by Global. In exchange for the consideration described herein, the
adequacy of which is hereby acknowledged, Global, its predecessors, successors,
subsidiaries, affiliates, and related entities, including its past and present
directors and officers unconditionally waives and releases and forever
discharges Xx. Xxxxxx from any and all claims, demands, obligations, damages,
actions, or liabilities whether known or unknown up through the date of Global's
signature on this Agreement.
5. Indemnity and Insurance. Notwithstanding the release of Global by Xx.
Xxxxxx contained herein, Global shall continue to indemnify and hold Xx. Xxxxxx
harmless from any and all costs and expenses, including reasonable attorneys
fees, attributable to all claims, lawsuits, causes of action, administrative or
other proceedings arising out of or related to actions taken by Xx. Xxxxxx in
his capacity as a director, officer and employee of the Global ("Claims") other
than Claims attributable to the gross neglect or wilful misconduct of Xx.
Xxxxxx. Global shall maintain directors and officers insurance in customary
amounts and for a period of six years shall either (i) confirm that Xx. Xxxxxx
will be covered by such insurance for actions taken by Xx. Xxxxxx as an officer,
director or employee of Global; or, (ii) list Xx. Xxxxxx as an additional
insured.
6. Protection of Confidential Information and Non-solicitation of Employees.
Xx. Xxxxxx agrees that, for a period of two years from the date he executes this
Agreement, he shall not disclose or use any Confidential Information of Global
of which he learned during his employment, whether or not developed by him.
"Confidential Information" shall mean information of Global or its customers,
including any formula, pattern, compilation, program, device, method, technique
or process, that derives independent economic value, actual or potential, from
not being generally known to, and not being readily ascertainable by proper
means by, other persons who can derive economic value from its disclosure or
use. Information does not lose its confidential status merely because it was
known by a limited number of other persons or entities or because it was not
entirely the origin of Global. Notwithstanding the foregoing, information shall
lose its confidential status if such information (i) comes into the public
domain through no fault of Xx. Xxxxxx or (ii) is lawfully acquired by Xx. Xxxxxx
from a third party without confidentiality obligations to Global. Further, and
without limitation on the other obligations herein, Xx. Xxxxxx agrees not to
disregard his obligations of confidence by using any Confidential Information of
which Xx. Xxxxxx becomes informed during his employment to guide him in a search
of publicly available information, selecting a series of items of knowledge from
unconnected sources and fitting them together to claim that he did not violate
the terms of this paragraph.
3
Xx. Xxxxxx further agrees that, during the period two years after the date on
which he executes this Agreement, he will not, directly or indirectly, employ or
attempt to employ any director, officer or employee of Global, or otherwise
interfere with or disrupt any employment relationship (contractual or otherwise)
of Global. Nothing in this paragraph shall prohibit Xx. Xxxxxx from employing or
attempting to employ any director, officer or employee of Global if such
director, officer or employee initiated contact with Xx. Xxxxxx or responded as
a member of the general public at large to an advertisement for a position
offered by Xx. Xxxxxx.
Xx. Xxxxxx hereby specifically acknowledges and agrees that Section 4 and each
provision hereof are reasonable and necessary to ensure that Global receives the
expected benefits of this Agreement and that violation of Section 4 will harm
the company to such an extent that monetary damages alone would be an inadequate
remedy. Therefore, in the event of any violation by Xx. Xxxxxx of any provision
of Section 4, Global shall be entitled to an injunction (in addition to all
other remedies it may have) restraining Xx. Xxxxxx from committing or continuing
such violation. If any provision or application of Section 4 is held unlawful or
unenforceable in any respect, Section 4 shall be revised or applied in a manner
that renders it lawful and enforceable to the fullest extent possible.
7. Confidentiality. Xx. Xxxxxx agrees to keep confidential the terms and
conditions on which his employment and membership on the Global Board of
Directors has ended. Xx. Xxxxxx agrees not to disclose any information
concerning this Agreement to any person, except his attorneys, accountants, tax
advisors, or as may be required by law.
8. Entire Agreement. This Agreement (and any agreements referenced herein)
constitute the entire agreement between the parties with respect to Xx. Xxxxxx'x
relationship with Global. The parties agree that there were no inducements or
representations leading to the execution of this Agreement other than those
contained in the Agreement. Any modification of or addition to this Agreement
must be in a writing signed by Xx. Xxxxxx and Global.
9. Governing Law. This Agreement will be construed and interpreted in
accordance with the laws of the State of Minnesota.
10. Successors and Assigns. This Agreement shall be binding upon each
party and upon their heirs, administrators, representatives, executors,
successors and assigns. This Agreement shall inure to the benefit of the parties
as well as their heirs, administrators, representatives, executors, successors
and assigns.
11. Acknowledgment. The parties have read, considered, and fully understand
this Agreement, have had sufficient time to consider its terms, and execute it
knowingly, freely, and voluntarily. Both parties have had opportunity to consult
with their own independent attorneys or other advisors of their choice. This
Agreement does not
4
constitute, nor shall it be construed as, an admission of any obligation, wrong
doing, liability or fault of any kind on the part of either party hereto nor on
the part of any of the entities referenced herein.
12. The undersigned have each read this Agreement and understand all the terms
fully and enter their signatures in order to signify their understanding and
voluntary agreement with all the terms and conditions set forth herein.
Dated: 8/4/00 /s/ Xxxxx Xxxxxx
-------------------------------
Xxx Xxxxxx
Dated: 8/4/00 GLOBAL MAINTECH Corporation
By /s/ Xxxxx Xxxx
----------------------------
Its CEO
---------------------------
5
