Exhibit 10.11
[LETTERHEAD OF XXXXX, INC.]
March 23, 2001
Xxxx X. Xxxxx
000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxx:
Reference is made to the Employment Agreement dated as of February 29,
1996 between TKG Acquisition Corp, the predecessor of Xxxxx, Inc. (the
"Company"), and you, (the "Employment Agreement"). This letter agreement sets
forth our agreement with respect to the termination of your employment under
the Employment Agreement.
The Company and you agree that, effective at 11:59 pm (New York time) on
March 31, 2001 (the "Effective Time"), your employment with the Company shall
be terminated by mutual consent of you and the Company. Except as set forth
herein, our respective rights and obligations under the Employment Agreement
shall expire in their entirety at the Effective Time.
The termination of your Employment Agreement shall not affect your
continuing obligations under Sections 4.03 [confidentiality; non-competition],
4.04 [equitable relief] and 4.05 [submission to jurisdiction] of the Employment
Agreement.
The termination of your Employment Agreement shall not affect the
Company's continuing obligations under Sections 3.01(a) [payment of unpaid
Base Salary through March 31, 2001], 3.01(e) [payment for unpaid vacation],
3.01(f) [indemnification pursuant to Section 145 of the Delaware General
Corporation Law], 3.02 [unreimbursed business expenses], 3.03 [parachute
gross up] and the first sentence of Section 5.04(c) [continued coverage under
Company's health, disability and medical plans for a limited period of time]
of the Employment Agreement. With respect to Section 3.03 of the Employment
Agreement, both you and we will cooperate to take appropriate steps to render
Sections 280G and 4999 of the Internal Revenue Code (the "Code") inapplicable
to such compensation and, in that regard, the Company will request that its
majority stockholder take such actions as may be necessary under the Internal
Revenue Code (the "Code") to approve all compensation that may accrue to you
upon any change of control of the Company.
The miscellaneous provisions set forth in Sections 6.02, 6.03, 6.05, 6.06
and 6.07 through 6.10 of the Employment Agreement shall continue to apply
unaffected by the termination of your employment. This letter agreement and
the Employment Agreement (a) contain the entire agreement of you and the
Company with respect to the terms and conditions of the termination of your
employment and (b) supersede any and all prior agreements and understandings,
whether written or oral, between you and the Company with respect thereto.
This letter agreement may not be changed or modified except by an instrument
in writing signed by you and the Company. This letter agreement shall be
governed by, and construed and interpreted in accordance with, the internal
laws of the State of New York without reference to the principles of conflict
of laws.
Nothing herein shall affect our respective rights and obligations pursuant
to any stock options or other stock awards previously granted to you or any
shares of stock previously sold to you, each of which shall continue to be
governed by the terms and conditions of any applicable plans or agreements.
We understand that, after the Effective Time, subject to the applicable
law and the applicable provisions of the Company's by-laws, you will continue
to serve as a non-executive director of the Company for as long as you and the
Company's principal stockholder so desire. Nothing herein shall affect our
respective rights and obligations with respect to your service as a non-
executive director.
Please confirm your agreement with the foregoing by signing all four
copies of this letter agreement and returning three to Xxx Xxxxxxxxx at the
Company. Xxx will distribute the copies to the appropriate persons.
Yours truly,
XXXXX, INC.
By: /s/ Xxxxx X. XxXxxx
----------------------------
Name: Xxxxx X. XxXxxx
Title: Senior Vice President
Accepted and agreed
as of the above date
/s/ Xxxx X. Xxxxx
--------------------
Xxxx X. Xxxxx
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