Exhibit 10.10
1/23/98
Xx. Xxxxxxx X. Xxxxxxx
Dear Xx. Xxxxxxx,
The purpose of this letter agreement ("Letter Agreement") is to set
forth certain understandings relating to your continued employment by
INTELLIGENT ELECTRONICS, INC., a Pennsylvania corporation (the "Company")
and certain continuing obligations of the Company following the termination
of your employment.
Our understandings are as follows:
1. You will continue to serve the Company as Chief Executive Officer
and Chairman of the Board of Directors of the Company through the
consummation of the proposed acquisition transaction involving the sale of
the Company in its entirety (the "Transaction").
2. The Company will pay you as compensation for all services rendered
hereunder a base salary at the annual rate of $850,000 through the closing
of the Transaction. In addition, upon the closing of the Transaction, the
Company will (i) continue your health and major medical benefits for you
and your family for one year from such closing, (ii) pay you a $40,000 lump
sum at closing to cover administrative support for one year, (iii) pay you
a $30,000 lump sum at closing to cover office rent for one year, and (iv)
convey to you the two vehicles and miscellaneous equipment identified on
Annex A.
3. The Company agrees that in the event any of the Split-Dollar
Agreements between the Company and Xxxxx Xxxxxxx (as trustee of the trust
created under the Irrevocable Trust Agreement of Xxxxxxx X. Xxxxxxx dated
August 22, 1991) are terminated, notwithstanding anything in any other
agreement to the contrary, the Company will not be entitled to
reimbursement for any excess of premiums paid by the Company over the cash
surrender values of the policies to which such Split-Dollar Agreements
pertain and neither you nor such trustee or trust will have any liabilities
or obligations to the Company with respect thereto other than for the cash
surrender values.
4. The Company agrees to maintain for your benefit and as you may
instruct from time to time, forwarding of calls for six (6) months after
the Transaction.
5. You completely release, relinquish, waive and discharge the
Company, its predecessors, successors (by merger or otherwise), parents,
subsidiaries, affiliates, divisions, officers, directors, employees and
agents, whether present or former, from all claims, liabilities, demands
and causes of action, known or unknown, filed or contingent, which you may
have or claim to have against the Company as of the date of the signing of
this Agreement arising out of or in any way related to your employment with
the Company or the contemplated termination of that employment. You agree
that you have executed this Agreement on your own behalf, and also on
behalf of your heirs, agents, representatives, successors and assigns.
This release includes, but is not limited to, a release of any rights or
claims you may have under: (i) the Age Discrimination in Employment Act
(ADEA), which prohibits age discrimination in employment; (ii) Title VII of
the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991,
which prohibits discrimination in employment based on race, color, national
origin, religion or sex; (iii) the Americans with Disabilities Act (ADA),
which prohibits discrimination on the basis of a covered disability; (iv)
the Employer Retirement and Income Security Act (ERISA), which prohibits
discrimination on the basis of entitlement to certain benefits; (v) any
other federal, state or local laws or regulations prohibiting employment
discrimination; (vi) breach of any express or implied contract claims; or
(vii) wrongful termination or any other tort claims, including claims for
attorney's fees, whether based on common law, or otherwise. You
understand, however, that by signing this Agreement, you do not waive
rights to: (i) claims arising under any applicable worker's compensation
laws; (ii) any claims which the law states may not be waived; and (iii) if
applicable, your vested rights under the regular employment benefit plans
of the Company, in effect as of the date of this Agreement.
6. You will not in the future voluntarily assist any individual or
entity in preparing, commencing or prosecuting any action or proceeding
against the Company, its directors, officers, employees, or affiliates,
including but not limited to, any administrative agency claims, charges or
complaints and/or lawsuits against the Company, its directors, officers,
employees, or affiliates, nor will you voluntarily participate or cooperate
in any such action or proceeding, except to the extent such an undertaking
is specifically prohibited by statute. You also agree that you will
cooperate with and assist the Company in its defense of any such action or
proceeding, subject to reimbursement of reasonable out-of-pocket expenses.
This Agreement shall not preclude you from testifying in such an action or
proceeding if you are compelled to do so pursuant to a subpoena or other
court order. However, you expressly agrees that you will provide written
notice addressed to the attention of Xxxxx X. Xxxxxxx, Esquire, Pepper,
Hamilton, LLP, 0000 Xxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (Fax No.:
000-000-0000) if you should receive, by service or otherwise, a notice,
subpoena or other court order or any other written request seeking or
requiring you to testify or otherwise participate in or assist in any
action or proceeding against the Company, such notice to be so provided
within 48 hours of each such receipt by you or anyone acting on your
behalf.
7. Except to the extent inconsistent with any terms herein, all terms
of your current employment will remain unchanged.
INTELLIGENT ELECTRONICS, INC.
By: /s/ Xxxxxx Xxxxxxxxx, CFO
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The foregoing is acceptable and approved
as of the date first written above:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Annex A
See following pages.
