EXHIBIT 10(rr)
January 18, 1999
Xxxx Xxxxx
0000 Xxxxxxxxxx Xx.
Xxxxx, XX 00000
Dear Xxxx:
This letter agreement sets forth the terms of the separation agreement
package between you and your employer, CompuCom Systems, Inc. (the "Company").
Please sign one of the two copies of this letter where indicated and return it
to me, keeping the other one for your own personal files. You have been given
an opportunity to review the terms of this agreement with your own attorney and,
indeed, are encouraged to do so. You and the Company are entering this
agreement with knowledge of the consequences and voluntarily.
The terms of the Agreement are as follows:
I. The Company and you have agreed to the following terms with respect to your
separation from the Company's employment. Several of the below benefits to
you, including the amount of severance pay, are over and above what would
be required for a terminating employee in your situation. In exchange for
these additional elements of the separation package, you have waived and
released the Company with respect to any claims you might have, as set
forth in the attached General Release and Agreement and you understand that
this letter agreement only is effective upon the effectiveness of that
General Release and Agreement.
The terms of your remaining employment and separation are as follows:
1. You have resigned from the Company, effective October 22, 1998
2. Severance will be 12 months of base salary of 1998, payable at times
regular salary otherwise would be paid from October 22, 1998 through
November 22, 1999 (the "Severance Period").
3. Your health insurance benefits will continue through the Severance
Period unless in the interim you find new employment which provides
comparable health insurance benefits. Your COBRA notice will be given
and benefit conversion privilege will begin as of October 22, 1998,
the date of your employment
termination. You will thus have only 6 months COBRA coverage which you
will be required to pay on your own if you elect the conversion
privilege.
Please be advised that you may request a Certificate of Creditable
Coverage at the following times: (i) immediately upon termination of
your employment with the Company, (ii) at the time you elect not to
extend your health insurance coverage under COBRA and (iii) at the
time you terminate your health insurance coverage under COBRA..
4. Remaining Vacation Pay: This severance package covers all back
vacation days not taken by you.
5. We will pay reasonable relocation expenses for you to move from Dallas
if such move occurs before October 22, 1999; we will also pay for the
courses you are presently enrolled in to obtain a business degree,
which courses are listed on an attachment to this letter in Attachment
A. No other benefits will be provided including participation in the
Employee Stock Purchase Plan, the 401(k) Plan or other insurance
programs, or payment of any club dues or course tuition.
II. Options
1. You were granted options as set forth in the attached schedule.
Normally, the options must be exercised within 3 months of the
termination of your employment. However, we will extend this time of
exercise for the severance period. As a result all of your options
will be treated as Non-Qualified Stock Options and you will be deemed
a consultant of the Company during the severance period, being
available on reasonable notice and with your consent, and for
reasonable cost and expense payments to provide consultation services
to the Company.
III. Non-Compete and Confidentiality
1. In further consideration of this severance package, you will execute
the Confidentiality, Non-Compete and Non-Solicitation Agreement which
is attached.
The Company's obligations under this Severance Agreement are
conditioned on your adherence to the Confidentiality, Non-Compete and
Non-Solicitation Agreement.
IV. Miscellaneous terms of our agreement are as follows:
1. The Company and you agree that the terms of this agreement will be kept
confidential by both parties except that you may advise your family and
confidential advisers, and the Company may advise those people needing to know
in implementation of the above terms.
2. Any questions that you may have respecting details or implementation of the
agreement should be directed to Lazane Xxxxx as CFO of the Company.
4. This letter agreement and the General Release and Agreement contain all the
terms relevant to your termination and the benefits of termination and
replaces or supersedes any previous agreements or terms that may have
existed with respect to these subject matters. This agreement can only be
amended by a written amendment executed by both parties.
5. The letter agreement will be governed in accordance with the laws of the
State of Delaware.
I convey the very best wishes for your future career efforts. My signature
below is the Company's commitment to the terms above.
Sincerely yours,
CompuCom Systems, Inc.
By: /s/ X. X. XXXXX
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Title: SRVP/CFO
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Agreed as to the separation package
and other terms set forth above:
/s/ XXXX XXXXX
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Xxxx Xxxxx
GENERAL RELEASE AND AGREEMENT
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NOTICE:
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Various state and federal laws, including the Civil Rights Acts of 1964 and
1991 and the Age Discrimination in Employment Act, prohibit employment
discrimination based on age, sex, race, color, national origin, religion,
disability and veteran status. These laws are enforced through the Equal
Employment Opportunity Commission (EEOC), the Department of Labor and state
civil rights agencies.
If you sign this General Release and Agreement and accept the agreed-upon
special severance allowance and other termination benefits described in the
letter addressed to you which accompanies this release, you are giving up your
right to file a lawsuit pursuant to the aforementioned federal, state and local
laws in local, state or federal courts against [Safeguard Scientifics, Inc.]
with respect to any claims relating to your employment or termination therefrom
which arise up to the date this Agreement is executed.
We encourage you to discuss the following release language with an attorney
prior to executing this Agreement. In any event, you should thoroughly review
and understand the effect of the release before acting on it. Therefore, please
take this release home and consider it for twenty-one (21) days before you
decide to sign it.
GENERAL RELEASE AND AGREEMENT
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As consideration for the special severance allowance and other termination
benefits offered to me by CompuCom Systems, Inc. (hereinafter referred to as the
"Company") specified in the letter that accompanies this General Release and
Agreement, I release and discharge the Company, its directors, officers, agents,
employees, subsidiaries, divisions and any and all affiliate companies,
including Safeguard Scientifics, Inc. as well as any successor to the Company,
from all claims, liabilities, demands and causes of action, arising up to the
date of execution of this Agreement, fixed or contingent, known or unknown,
which I may have or claim to have against the Company arising from my employment
or as a result of my termination from employment, and do hereby covenant not to
file a lawsuit to assert such claims. This includes but is not limited to
claims arising pursuant to the Age Discrimination in Employment Act, or any
other federal, state or local law or regulation relating to discrimination in
employment or equal opportunity or any claims growing out of any legal
restriction on the Company's right to terminate its employees.
I agree that I will not at any time publicize, write about, divulge or
discuss the existence of the General Release and Agreement, with any person or
entity whatsoever, other than my attorneys in this matter.
I understand that this Agreement is revocable by me for a period of 7 days
following execution of the Agreement. This Agreement shall not become effective
or enforceable until this 7 day revocation period has ended.
I have carefully read and fully understand all the provision of the Notice,
General Release and Agreement which set forth the entire agreement between me
and, and I acknowledge that I have not relied upon any representation or
statement, written or oral, not set forth in this document.
IN WITNESS WHEROF, I have set my hand and seal this 18th day of
January 1999.
/s/ XXXX XXXXX
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Xxxx Xxxxx
CompuCom Systems, Inc.
EMPLOYEE NON-DISCLOSURE
NON-SOLICITATION AND NON-COMPETITION AGREEMENT
In consideration of the letter agreement providing for my termination of
employment with CompuCom Systems, Inc.(the "Company"), I hereby agree with the
Company as follows:
1. I will not at any time reveal to any person or entity any of the
trade secrets or confidential information of the Company or of any third party
which the Company is under an obligation to keep confidential (including but not
limited to trade secrets or confidential information respecting inventions,
products, designs, methods, know-how, techniques, systems, processes, software
programs, works of authorship, customer lists, projects, plans and proposals),
and I shall keep secret all matters that have been entrusted to me and shall not
use or attempt to use any such information in any manner which may injure or
cause loss or may be calculated to injure or cause loss whether directly or
indirectly to the Company.
The above restrictions shall not apply to: (i) information that at the time
of disclosure is in the public domain through no fault of mine; (ii) information
received from a third party outside of the Company that was disclosed without a
breach of any confidentiality obligation; (iii) information approved for release
by written authorization of the Company; or (iv) information that may be
required by law or an order of any court, agency or proceeding to be disclosed;
provided, I shall provide the Company notice of any such required disclosure
once I have knowledge of it and will help the Company to the extent reasonable
to obtain an appropriate protective order.
Further, I represent that during my employment I have not taken, used or
permitted to be used any notes, memoranda, reports, lists, records, drawings,
sketches, specifications, software programs, data, documentation or other
materials of any nature relating to any matter within the scope of the business
of the Company or concerning any of its dealings or affairs otherwise than for
the benefit of the Company. I further agree that I shall not, after the
termination of my employment, use or permit to be used any such notes,
memoranda, reports, lists, records, drawings, sketches, specifications, software
programs, data, documentation or other materials, it being agreed that all of
the foregoing shall be and remain the sole and exclusive property of the Company
and that immediately upon the termination of my employment I shall deliver all
of the foregoing, and all copies thereof, to the Company, at its main office.
2. For a period of 12 months after termination of my employment,
which is October 22, 1998, I agree that I will not:
(i) directly or indirectly solicit, entice or induce any
Customer (as defined below) to become a client, customer, OEM distributor or
reseller of any other person, firm or corporation with respect to products
and/or services then sold or under development by the Company or to cease doing
business with the Company, and I shall not approach any such person, firm or
corporation for such purpose or authorize or knowingly approve the taking of
such actions by any other person;
(ii) directly or indirectly solicit, recruit or hire any
employee of the Company to work for a third party other than the Company or
engage in any activity that would cause any employee to violate any agreement
with the Company; or
(iii) whether alone or as a partner, officer, director,
consultant, agent, employee or stockholder of any company or other commercial
enterprise, directly or indirectly engage in any business or other activity in
the United States or Canada which is or may be competitive with or render
services to any firm or business organization which competes with the Company
in, the products or services being manufactured, marketed, distributed, planned
in writing or developed by the Company at the time of termination of such
employment; provided, however, that my employment by a corporation named Banctec
as Vice President of Sales specifically to sell imaging software products to
various institutions shall not be deemed to be a violation of this subparagraph
(iii). I shall be permitted to own securities of a public company not in excess
of five percent (5%) of any class of such securities and to own stock,
partnership interests or other securities of any entity not in excess of five
percent (5%) of any class of such securities and such ownership shall not be
considered to be in competition with the Company.
For purposes of this Paragraph 2, a Customer means any person or entity
which at the time of determination shall be, or shall have been within two (2)
years prior to such time, a client, customer, OEM, distribution or reseller of
the Company.
3. I agree that any breach of this Agreement by me will cause
irreparable damage to the Company and that in the event of such breach the
Company shall have, in addition to any and all remedies of law, the right to an
injunction, specific performance or other equitable relief to prevent the
violation of my obligations hereunder.
4. Any waiver by the Company of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of such provision or any other provision hereof.
5. I hereby acknowledge that the type and periods of restriction
imposed in the provisions of this Agreement are fair and reasonable and are
reasonably required for the protection of the Company and the goodwill
associated with the business of the Company. I further agree that each provision
herein shall be treated as a separate and independent clause, and the
unenforceability of any one clause shall in no way impair the enforceability of
any of the other clauses herein. Moreover, if one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to scope, activity or subject so as to be unenforceable at law, such
provision or provisions shall be construed by the appropriate judicial body by
limiting and reducing it or them, so as to be enforceable to the maximum extent
compatible with the applicable law as it shall then appear.
6. My obligations under this Agreement shall survive the termination
of my employment regardless of the manner of such termination and shall be
binding upon my heirs, executors, administrators and legal representatives.
7. The term "Company" shall include CompuCom Systems, Inc., and any
of its subsidiaries, subdivisions or affiliates. The Company shall have the
right to assign this Agreement to its successors and assigns, and all covenants
and agreements hereunder shall inure to the benefit of and be enforceable by
said successors or assigns.
8. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as a sealed
document as of the 18th day of January, 1999.
/s/ XXXX XXXXX
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Signature
XXXX XXXXX
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Name - Please Print
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Address
