1
EXHIBIT 10.30
CONFIDENTIAL RESIGNATION AGREEMENT
This Confidential Resignation Agreement ("Agreement") is entered into
by and between Xxxx X. X. xx Xxxxxxx,("xx Xxxxxxx") and FATS, Inc. ("FATS"), xx
Xxxxxxx'x employer, on this 27th day of March, 2000.
WHEREAS, xx Xxxxxxx and FATS desire to enter into an agreement that
sets forth the terms and conditions of xx Xxxxxxx'x resignation of employment.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the adequacy and sufficiency of which are hereby acknowledged,
xx Xxxxxxx and FATS agree as follows:
1. xx Xxxxxxx'x full-time duties as Vice President, International
Marketing and Sales for FATS ended on March 27, 2000 (the "Active Severance
Date").
2. xx Xxxxxxx shall continue to be employed by FATS through September 30,
2000 or until xx Xxxxxxx commences full-time employment with another employer,
whichever is earlier (the "Final Severance Date"). The "Final Severance Date"
shall be the "Termination of Employment Date" for purposes of Stock Option
Agreements. During the period between the Active Severance Date and the Final
Severance Date, xx Xxxxxxx agrees that he will make himself available to answer
questions and to provide consultation to FATS on matters in which he was
involved prior to the Active Severance Date. FATS agrees that it will schedule
such communications with xx Xxxxxxx at such times and under such circumstances
that will not unreasonably interfere with xx Xxxxxxx'x future employment or his
efforts to obtain employment with another employer. xx Xxxxxxx'x employment with
FATS will cease for all purposes on the Final Severance Date.
3. Effective as of the Active Severance Date, xx Xxxxxxx shall resign from
his position as an officer of FATS and all related entities, including Firearms
Training Systems, Inc.
4. FATS will pay xx Xxxxxxx his current bi-weekly salary of $5,192.31 (to
be reduced by any part-time earnings received by xx Xxxxxxx during the period
between the Active Severance Date and the Final Severance Date), less
withholding for income and employment taxes to the extent required by law,
through the Final Severance Date. Such payments will be made to xx Xxxxxxx on
FATS' regularly scheduled pay dates.
2
6. xx Xxxxxxx shall be entitled to continue to participate in FATS'
established employee benefit plans and programs through the Final Severance Date
on the same terms and conditions as comparable executive-level FATS employees.
Following the Final Severance Date, xx Xxxxxxx shall have the right to continue
to participate in the FATS group health plan, at his own expense, in accordance
with, and to the extent provided by, part 6 of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). The Company may
extend the employee benefit plans and programs participation for as many as six
(6) months following the Final Severance Date on request of xx Xxxxxxx. At the
conclusion of xx Xxxxxxx'x participation in the Company's Employee Benefit Plan
and Programs, xx Xxxxxxx shall be eligible at his own expense for full COBRA
benefits.
7. xx Xxxxxxx has earned vacation benefits under FATS' established
vacation policy through his Active Severance Date. He will not earn any further
vacation benefits during the period between his Active Severance Date and the
Final Severance Date. xx Xxxxxxx shall be paid for any earned but unused
vacation benefits that he may have as of the Active Severance Date upon
execution of this agreement.
8. x. xx Xxxxxxx, on his own behalf and on behalf of anyone claiming
through him, hereby agrees and promises not to xxx, file an administrative
charge (other than any claim for unemployment benefits that can be claimed for
any period following the Final Severance Date in the event xx Xxxxxxx is unable
to secure future employment), or otherwise initiate any legal proceeding
against, and further agrees to release and discharge FATS and its parents,
owners, divisions, subsidiaries, partnerships, affiliates and/or other related
entities, including the entities described in the Prospectus for Firearms
Training Systems, Inc. dated November 26, 1996 as the "Centre Entities," and
each of these entities' past, present, and future trustees, fiduciaries,
shareholders, administrators, directors, officers, agents, partners, members,
employees, attorneys, and the predecessors, successors, and assigns of each of
them (hereinafter collectively referred to as the "Released Parties") with
respect to any and all claims, rights, or causes of action that xx Xxxxxxx now
has, has ever had, or may ever have, whether currently known or unknown, against
any of the Released Parties arising from any act or omission of any nature or
kind from the beginning of time through the date xx Xxxxxxx executes this
Agreement including, but not limited to, claims, rights, or causes of action
related in any way to xx Xxxxxxx'x employment, hiring, conditions of employment,
or termination from employment in accordance with the terms of this Agreement,
and including, but not
2
3
limited to, any claims, rights, or causes of action arising under any federal,
state, or local law, regulation, or ordinance or the common law including, but
not limited to, Title VII of the Civil Rights Act of 1964 as amended, the Civil
Rights Act of 1991, the Americans with Disabilities Act, ERISA, and the Family
and Medical Leave Act of 1993. xx Xxxxxxx represents and warrants that he has
not filed or initiated any legal, equitable, administrative, or other proceeding
against any of the Released Parties and that no such proceedings have been
initiated against any of the Released Parties on his behalf. xx Xxxxxxx will not
cause or encourage any legal, equitable, administrative or other proceeding to
be maintained or instituted against any of the Released Parties for the claims
released hereunder, and he will not participate in any manner in any such
proceedings against any of the Released Parties, except as required by law, and
except for any claim for unemployment benefits as described above. xx Xxxxxxx
will continue to be indemnified for acts on behalf of FATS through his Active
Severance Date as provided in the Certificate of Incorporation and by-laws of
Firearms Training Systems, Inc. and FATS.
b. Notwithstanding, FATS releases and discharges xx Xxxxxxx with
respect to any claims, rights or causes or action that FATS now has, ever had,
or may ever have, whether currently known or unknown against xx Xxxxxxx.
c. Notwithstanding the provisions of paragraph 8(a) of this
Agreement, nothing herein is intended to release, discharge, or extinguish any
rights that xx Xxxxxxx may have under the Firearms Training Systems, Inc. 401(k)
Profit Sharing Plan, in accordance with the terms of such plan.
9. xx Xxxxxxx represents and warrants that he is the sole owner of the
actual or alleged claims, rights, causes of action, and other matters that are
released herein; that the same have not been transferred or assigned or caused
to be transferred or assigned to any other person, firm, corporation or other
legal entity; and that he has the full right and power to grant, execute and
deliver the releases, undertakings, and agreements contained herein.
10. xx Xxxxxxx agrees that he has no present or future right to employment
with the Released Parties, except as specifically described above, and that he
will not apply or seek consideration for any employment, engagement, or contract
with the Released Parties, unless requested to do so by any of the said Released
Parties.
11. xx Xxxxxxx agrees and acknowledges that he continues to be bound by the
terms and conditions contained in the Agreement that he entered into with FATS
on March 19, 1996
3
4
(the "Non-Compete Agreement"), a copy of which is attached hereto as Exhibit 1.
The Non-Compete Agreement is hereby incorporated herein, subject to the
following modifications:
a. Paragraph 1(b) is amended to read as follows:
"Termination Date" - the Final Severance Date defined in the
Confidential Resignation Agreement, dated March 27, 2000,
between Employee and FATS.
b. Paragraph 4 is amended to read as follows:
Solicitation of Customers. During Employment and for one year
after the Termination Date, Employee will not solicit
Customers for the purpose of providing Services identical to
or reasonably substitutable for FATS Products or for the
purpose of selling products identical to or reasonably
substitutable for FATS Products.
c. Paragraph 5 is amended to read as follows:
Solicitation of FATS Employees. During employment and for one
year after the Termination Date, Employee will not solicit for
employment with another Person anyone who is a FATS employee
as of the Termination Date.
d. Paragraph 6 is amended to read as follows:
Limitations on Post-Termination Competition. During employment
and for one year after the Termination Date, Employee will not
directly engage in Services within the Territory to any Person
selling products identical to or reasonably substitutable for
FATS Products.
e. Paragraph 9 is amended to read as follows:
Future Employment Opportunities. At any time before, and for
one year after, the Termination Date, Employee shall provide
FATS with the employer's name and a description of the
services Employee will provide when such services support
products identical to or reasonably substitutable for FATS
Products.
12. xx Xxxxxxx agrees that, on or before the Final Severance Date, he will
submit any claims for reimbursement of business expenses actually incurred by
him. FATS will reimburse xx Xxxxxxx for such expenses in accordance with FATS'
policy on reimbursement for business expenses. de
4
5
Ledebur agrees that FATS will have no obligation to reimburse him for any
expenses that are not submitted to FATS on or prior to the Final Severance Date.
13. xx Xxxxxxx and FATS mutually agree that neither will disclose the
existence or terms of this Agreement to any third parties with the exception of
his accountants, attorneys, spouse, future employers, and FATS employees with a
need to know, each of whom shall be bound by this confidentiality provision, or
as may be required to comply with legal process. xx Xxxxxxx understands and
agrees that this promise of confidentiality is a material inducement to FATS to
enter into this Agreement.
14. Nothing in this Agreement is intended to or shall be construed as an
admission by FATS, any of the other Released Parties, or xx Xxxxxxx that it has
violated any law, interfered with any right, breached any obligation, or
otherwise engaged in any improper or illegal conduct with respect to FATS, xx
Xxxxxxx or otherwise, and all Parties expressly deny any such illegal or
wrongful conduct.
15. In the event the CEO of FATS determines, in his reasonable discretion,
that xx Xxxxxxx has breached or failed to comply with any of his obligations
under this Agreement or under the Non-Competition Agreement, as amended herein,
at any time during the one-year period commencing on the Final Severance Date
(the "Compliance Period"), then FATS, in addition to any other remedies that it
may have either in law or in equity, may declare that xx Xxxxxxx is not in
compliance with this Agreement provided that nothing contained herein shall
require xx Xxxxxxx to return to FATS any salary, bonus or benefits that have
accrued hereunder prior to the Final Severance Date. However, xx Xxxxxxx'x
duties and obligations under this Agreement and the Non-Compete Agreement, as
amended herein, shall continue in full force and effect. In the event of a
dispute, then FATS shall place payments in escrow pursuant to arbitration or
proceedings outlined in Paragraph 18.
16. For all purposes, xx Xxxxxxx'x termination of employment (Final
Severance Data) hereunder shall be deemed to be a termination by the Company
other than for "cause", provided that the terms and conditions of this Agreement
are complied with.
17. This Agreement embodies the entire agreement and understanding of the
parties hereto with regard to the matters described herein. This Agreement shall
inure to the benefit of FATS and its successors and assignees, and shall be
binding upon xx Xxxxxxx and xx Xxxxxxx'x heirs, administrators, executors, and
personal representatives.
5
6
18. This Agreement shall be construed and interpreted in accordance with
the laws of the State of Georgia. Only courts in the State of Georgia shall have
jurisdiction over any controversy or claim arising under or related to this
Agreement. Each party irrevocable (a) consents to the jurisdiction and venue of
the courts of the State of Georgia, including federal courts in Georgia, in any
action arising under or relating to this Agreement, and (b) waives any
jurisdictional defenses (including personal jurisdiction and venue) to any such
action. On mutual consent by FATS and xx Xxxxxxx, both parties may agree to an
arbitration proceeding with the American Arbitration Association in Atlanta,
Georgia to be conducted pursuant to the rules of the Association.
19. This Agreement may be modified only in writing, and any party's failure
to enforce this Agreement in the event of one or more events that violate this
Agreement shall not constitute a waiver of any right to enforce this Agreement
against subsequent violations.
This Agreement may be executed in two counterparts each of which shall
be deemed an original and both of which together shall constitute one and the
same instrument.
FATS, INC.
By:
-----------------------------------
Xxxxxx X. Xxxxxxx
Its: President
XXXX X. X. XX XXXXXXX
----------------------------------------
6
