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SEPARATION AGREEMENT
This Separation Agreement is made and entered into by and between IRT
director and officer, Xxxx X. Xxxxxx ("Xxxxxx"), on her own behalf, and IRT
Property Company on behalf of the Company, its other directors and officers,
agents, successors and assigns (collectively referred to herein as "IRT").
1. After discussion with IRT President Xxxxxx X. XxXxxxx
regarding the business changes desired by XxXxxxx and the Board of Directors,
and the cooperation requested from Xxxxxx concerning this and future matters,
Xxxxxx has agreed to tender her resignation from the company and from the Board
of Directors effective December 31, 1998. In consideration of such action and
the promises made by Xxxxxx in this Agreement and the actions to be taken by
her, IRT agrees to the following:
(a) Xxxxxx'x current salary level and benefits will
remain in effect until December 31, 1998;
(b) A separation/transition incentive in the amount of
$202,000.00 will be paid to Xxxxxx on or before the 19th day of January 1999;
(c) To the extent legally allowed, the company will
match up to $10,000.00 in contributions by Xxxxxx to the company 401K plan in
1999. Should the company determine such a match is not allowed, this amount
will be paid to Xxxxxx as soon as practicable but no later than December 31,
1999;
(d) For purposes of continuance of dental and health
insurance Xxxxxx will make a COBRA election immediately after December 31,
1998, and the company will pay directly all such premiums for medical and
dental insurance through December 31,
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1999. The company will likewise, for one year period only, expend an amount of
money equal to the per capita premium it is currently paying for IRT senior
executives for group life and disability, to procure whatever amount of life
and disability insurance for Xxxxxx such premium amount will cover. To the
extent practicable, Xxxxxx will be offered proposed allocations between various
life and disability policies for her designation;
(e) On January 31, 1999, Xxxxxx will be vested for 10%
of her "IRT Restricted Stock grant" pursuant to the IRT Restricted Stock Award
Agreement of June 18, 1998. The remainder of any of Xxxxxx'x "restricted stock"
and any rights thereto are forfeited;
(f) The $250,000.00 IRT Stock Purchase loan, previously
given to Xxxxxx (Promissory Note dated June 18, 1998) will be extended until
December 31, 1999, but Xxxxxx will pay for all interest payments and accrued
interest under the terms of the Loan. In the event Xxxxxx desires, on or before
December 31, 1999, to sell to IRT the 23,952 shares of IRT stock currently held
as collateral, and retire the underlying note, IRT agrees to repurchase those
shares of stock for $10.437541 per share (the original purchase price);
(g) Any benefits available to departing employees, or
former employees, if any, under the IRT 1989 Stock Option Plan and the IRT Key
Employee Stock Option Plan, shall be available to Xxxxxx under the terms of the
Plans;
(h) The company will provide to Xxxxxx, for one dollar
or less the Compaq computer and printer presently in Xxxxxx' office with any
nonproprietary software;
(i) The company will reimburse Xxxxxx up to $600.00 for
basic and advanced computer classes taken in the first nine months of 1999;
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(j) The company will provide reasonable out-placement
services through Transition Solutions, Inc. until either June 30, 1999 or until
the date upon which Xxxxxx is re-employed, which ever is earlier, as well as
provide a letter of reference emphasizing her strongest skills, should she so
desire; and
(k) As Xxxxxx has returned to IRT, at the time of her
resignation, the automobile she was driving, the company will pay Xxxxxx the
sum of $10,000.00 on or before the 19th day of January, 1999 for transition
transportation costs.
2. In consideration of the payments, benefits, and mutual
promises and obligations herein described pursuant to this agreement, the
parties as referenced below agree as follows:
(a) the parties hereby fully release and discharge each
other, (IRT to include its past and present officers, shareholders, directors,
agents and representatives) of and from all claims of any type and nature
whatsoever, which each now have or claims to have, or might hereafter have or
claim, under any federal, state or local laws, or the common laws of any state.
This release is intended by both parties to be comprehensive to preclude any
future claims or legal actions, and to completely eliminate the risk and
expense and inconvenience to the parties from any such actions. The parties
represent that they have not filed, and will not file, any complaint, charge or
lawsuit against each other; that they know of no basis for any such claims, and
this document is signed in good faith to resolve any and all matters between
the parties. In particular, Xxxxxx also acknowledges she has asserted no
informal legal claims concerning any aspect of her past work duties,
employment, or separation; and avows she has no evidence whatsoever of any
illegal actions concerning any
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aspect of her employment or the company's dealings with her; and understands
that in view of this stipulated absence of any issues of contention and the
parties' mutual belief in that fact, the Board is extending substantial
consideration to Xxxxxx. This release is not intending to include or apply to a
breach of the terms of this Agreement by any party. Further, this release is not
intended to apply, nor does it include a release of claims for defense,
indemnity, or contribution by Xxxxxx against IRT or its insurers in the event
any entity or individual asserts a claim against Xxxxxx as a result of her
status as an employee, officer, or director of IRT, and allegedly arising out
of, or relating to, any conduct, duty, action or failure of conduct, duty or
action on the part of Xxxxxx as employee, officer and/or director of IRT;
(b) Xxxxxx will provide full cooperation and transition
of her former employment duties and, after her departure, will respond within a
reasonable business time frame to all reasonable inquiries from company
personnel concerning any financial, legal, or securities issues which may arise
following her departure from active employment. In the event Xxxxxx is required
by IRT to spend any significant time reviewing documents, ledgers, or other
data or information, or is required to meet with company personnel or their
agents or attorneys about a particular matter, Xxxxxx will be compensated by
the Company at the rate of $200.00 per hour, which amount represents an amount
commensurate with consultants with the experience and background of Xxxxxx, and
further, bears direct relation to Xxxxxx'x overall compensation while an
officer of the Company and on the Board;
(c) Xxxxxx will keep the terms, amount and facts of this
separation Agreement confidential and shall not disclose them except to
immediate family members, her attorneys, accountants, financial and tax
advisers who, in turn, agree in writing to the
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confidential provisions in paragraph 5. Nothing herein, however, shall prohibit
Xxxxxx from discussing the Agreement or disclosing the terms hereof pursuant to
lawful subpoena, other court order, or federal regulation, or in the event a
dispute arises between the parties as a result of breach or alleged breach of
this agreement;
(d) Xxxxxx agrees that she will not use any information
confidential to IRT in a way that would likely be detrimental to IRT's business
relationships;
(e) Xxxxxx agrees to return to IRT all company property
belonging to IRT which was obtained by Xxxxxx as a consequence of her
employment with IRT; and
(f) Xxxxxx agrees not to make any public statement to
media or investor groups or to engage in any private conduct which may
reasonably be expected to have the effect of harming the reputation or business
of IRT, including its officers and directors.
3. EEOC regulations require a specific notice to Xxxxxx, given
here, that her waiver of claims includes all claims under the Age
Discrimination in Employment Act. While only this statute is specifically
mentioned, it is understood by the parties that the release in paragraph 2(a)
above does in fact cover all claims of all types including all conceivable
claims of employment discrimination.
4. It is stipulated that this Agreement and Release, if signed,
is executed by Xxxxxx knowingly and voluntarily, and that the financial
consideration stated above is acknowledged as not being compensation previously
owed to Xxxxxx. Xxxxxx has twenty-one days to consider the merits of this
agreement with her own professional counsel, and will have seven days after any
such written acceptance to revoke, in writing, such
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acceptance. Any earlier date in this agreement on which a payment or action by
IRT is required, shall be extended until the day after this "revocation date"
(i.e. seven days from the date of initial written acceptance) to insure any
payments made or actions taken by IRT, are done pursuant to a valid agreement
which has not been subsequently revoked.
5. This Agreement and the terms hereof shall be binding upon and
inure to the benefit of each of the parties hereto and each of their heirs,
executors, conservators, administrators, successors and assigns, and in the
event of Xxxxxx' death, any amounts payable to her shall be paid to her estate
or legal representative thereof. Further, the confidential nature of this
Agreement and the terms set forth in Paragraph 2(c) shall likewise be binding
upon Xxxxxx' family member, attorneys, and tax and financial advisors.
6. Each of the parties agrees to execute any and all additional
documents necessary to effectuate the provisions of this Agreement.
7. This Agreement shall be interpreted in accordance with the
laws of the State of Georgia.
8. This Agreement constitutes the only existing and valid
agreement between the parties. This Agreement sets forth the entire Agreement
between the parties hereto and fully supersedes any and all prior agreements or
understandings between the parties pertaining to the subject matter hereof
(with the exception of the plans and benefits, and the terms thereof,
referenced and incorporated in this agreement by reference.) Xxxxxx
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acknowledges that except as otherwise provided herein, no other promises or
agreements of any kind have been made to her or with her by any person
whatsoever to cause her o sign this Agreement. This Agreement can be changed or
amended only by subsequent written amendment specifically referencing this
document which is signed by the parties.
EXECUTIVE:
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
1/13/99
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Date
IRT Property Company:
By: /s/ Xxxxxx X. XxXxxxx
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Its: CEO
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1/13/99
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Date
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