Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
This Agreement is being entered into on February 6, 2007, between Elcom International, Inc. on
behalf of and for the benefit of itself and all related corporate entities, its and their officers, directors,
employees, shareholders, agents, successors and assigns (hereinafter collectively:the“Company”), and Xxxx X.
Xxxxxxx (hereinafter the “Employee”).
The Company and the Employee have mutually agreed that the Employee shall end his employment
relationship with the Company. Both the Company and the Employee desire to enter into this Agreement to finally
resolve all questions of compensation, entitlement to benefits, and any and all other claims, whether know or
unknown, which the Employee may have relating to employment with and separation from the Company.
In consideration of the mutual promises contained in this Separation Agreement and Release, and
intending to be legally bound, the parties agree as follows:
1. Employee’s termination date will be February 6, 2007.
2. The Company will pay Employee the sum of Forty Thousand Dollars ($40,000.00) as severance pay.
Such amount shall be subject to normal withholdings. It shall be paid in a lump sum by check payable to Xxxx
Xxxxxxx delivered to him in hand on the day after the Effective Date, as that date is defined in Section 14.
3. The Employee waives, relinquishes, and releases the Company from any and all rights or claims
that he/she might have arising out of employment with the Company and the termination of that employment for any
and all reasons, including, but not limited to, claims of age discrimination, employment discrimination, breach
of contract, attorney’s fees, wrongful termination or any other tort, whether or not the Employee knows of such
claims now. The Employee waives, relinquishes, and releases any rights or claims he/she may have under the Age
Discrimination in Employment Act of 1967, the U.S. Civil Rights Act of 1964, the Americans with Disabilities Act,
or any other similar federal or state law or local ordinance. The Company waives, relinquishes, and releases the
Employee from any and all rights or claims that it might have against the Employee in connection with or arising
out of the Employee’s employment with the Company, his termination of employment or the performance of his duties
for the Company at any time.
4. The Company will not contest a claim by Employee for unemployment compensation benefits.
5. The Employee agrees that he will make no statement and will take no action which in any way
disparages, ridicules, or defames the Company, its officers, or its products. The Company agrees that it shall
direct its officers and directors to make no statement and take no action which in any way disparages, ridicules,
or defames the Employee. Notwithstanding the provisions of this Section, in the event the Company or the
Employee is called upon to give testimony or participate in an official inquiry regarding the other, it or he
shall do so truthfully and without reservation and without being in violation of this Section of this Agreement.
6. The Employee agrees not to seek re-employment with the Company, following termination of this
employment.
7. The Employee understands that by entering into this Agreement the Company does not admit and
expressly denies that it has violated any contract or law, including but not limited to, any federal, state or
local law or ordinance relating to employment or employment discrimination.
8. The Employee understands that by signing Agreement and accepting the severance pay stated
above, he is receiving a benefit to which the Employee would not otherwise be entitled. The Employee understands
that he is receiving this payment as a result of entering into this Agreement and complying with all the
provisions of this Agreement.
9. By Signing this Agreement, neither party waives rights or claims that may arise after the
Agreement is executed.
10. Notwithstanding anything to the contrary contained in Section 3 hereof, the Employee’s release
and waiver shall in no way relate to or affect the right of Employee to obtain indemnification (as provided in
the Company’s charter documents) with respect to any stockholder, regulatory or third party claims against
Employee in his capacity as an officer or director of the Company.
11. The Employee shall direct all requests for references to the director of human resources of the
Company who shall reply to any inquiry about Employee by stating only the dates of Employee’s employment with the
Company and his job title, and shall indicate that it is the policy of the Company to provide no other
information about a former employee.
12. The Employee understands that he was advised in writing to consult with an attorney before
signing this Agreement.
13. The Employee has read this Agreement, understands its contents, and was given a copy of the
Agreement on February 6, 2007. The Employee was given until February 28, 2007, a period of at least twenty-one
days, to review and consider this Agreement voluntarily and not as a result of any pressure, coercion or duress.
14. For a period of seven days following the Employee’s signing of this Agreement, the Employee may
revoke the Agreement. The Agreement shall not become effective until the seven day revocation period has ended
(the “Effective Date”).
15. The Employee and the Company further agree that this Agreement, and the terms and amount of the
settlement contained herein, are all confidential information and shall not be disclosed, discussed or otherwise
published under any circumstances, except with members of Employee’s immediate family, attorney or accountant,
and Company’s officers, attorney, or accountant, or except as compelled by law or if necessary to enforce the
terms of this Agreement.
16. This Agreement shall be construed under the laws of the Commonwealth of Massachusetts.
17. The invalidity of all or any part of any section of this Agreement shall not render invalid the
remainder of this Agreement or the remainder of such section.
18. This document states the whole agreement between the parties. This document supersedes and
terminates any written or oral contracts of employment which may have been in existence between the parties prior
to this date.
19. Any changes to this Agreement must be in writing and signed by both parties.
BY: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, President and CEO
DATE: 2/13/07
WITNESSED BY:
_____________________ /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
DATE: 2/8/07
