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EXHIBIT 10.13
TERMINATION AGREEMENT AND RELEASE
THIS TERMINATION AGREEMENT AND RELEASE is entered into by and between
▇▇▇▇▇ ▇. SILVER ("SILVER") who resides at ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ and STAFF BUILDERS, INC., a Delaware corporation, with its principal place
of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ("STAFF BUILDERS")
(collectively the "Parties") on the date set forth below.
WHEREAS the Parties have entered into an Employment Agreement
("Employment Agreement") executed as of January 7, 1999, and
WHEREAS SILVER is entering into a new employment agreement with Tender
Loving Care Health Care Services, Inc. of even date herewith; and
WHEREAS the Parties now desire to terminate the Employment Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. The Parties agree that effective at the close of business October
20, 1999, SILVER'S employment with STAFF BUILDERS shall cease and the Employment
Agreement shall be terminated. As of October 21, 1999, SILVER shall have no
duties, responsibilities or authority on behalf of STAFF BUILDERS, nor shall she
otherwise act as an employee of STAFF BUILDERS. SILVER shall provide STAFF
BUILDERS with a letter of resignation dated October 20, 1999, attached hereto as
Exhibit A.
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2. In consideration for her compliance with all of the provisions of
this Termination Agreement And Release, Staff Builders will use its best efforts
to have SILVER'S name removed from all company forms and documents.
3. SILVER understands that there are various state and federal laws
that prohibit employment discrimination on the basis of age, race, sex,
religion, national origin, martial status and disability and that these laws are
enforced by the courts and various government agencies. By signing this
Termination Agreement And Release, SILVER intends to give up any rights she may
have under these laws or any other laws with respect to her employment or the
termination of her employment with or by STAFF BUILDERS and acknowledges that
STAFF BUILDERS has not (a) discriminated against her; (b) breached any express
or implied contract with her; or (c) otherwise acted unlawfully towards her.
4. As a material inducement to the Parties to enter into this
Termination Agreement And Release, SILVER covenants not to ▇▇▇ and hereby
irrevocably and unconditionally releases, acquits and forever discharges STAFF
BUILDERS, and all other affiliated, subsidiary or related organizations,
parents, companies or divisions, and their respective present, former or future
officers, directors, shareholders, agents, employees, representatives,
consultants, attorneys, successors, and assigns, and all STAFF BUILDERS'
employee benefit plans and the current and former Trustees of all of them
(collectively the "Releasees"), of and from any claim, right, demand, charge,
complaint, action, cause of action, obligation, or liability of any and every
kind based on any federal, state, or local law, statute or regulation, whether
known or unknown, suspected or unsuspected, fixed or contingent, whether in tort
or in contract or by statute, which arises or results from any event, action or
inaction occurring prior to the execution of this Termination Agreement And
Release, as well as any and all claims arising out of or relating to any alleged
tortious, wrongful, discriminatory, defamatory, improper or unlawful act or
omission of STAFF BUILDERS, including without limitation, claims alleging a
violation of the Age Discrimination In Employment Action of 1967, as amended 29
U.S.C. ss. 621 et seq. The Americans with Disabilities Act of 1990, 42 U.S.C.
ss. 12101 et seq., which arose prior to the
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execution of this Termination Agreement And Release, or which might exist under
the qui tam provisions of the False Claims Act, 31 U.S.C. ss. 3730. SILVER
represents that she has received complete satisfaction of any and all claims,
whether known, suspected or unknown, that she may have or have had against any
of the Releasees as of the date of this Termination Agreement And Release, and
she hereby waives any and all relief for such claims not explicitly provided for
herein.
5. SILVER affirms that she is not aware of any outstanding
administrative or judicial claims, charges, lawsuits or proceedings of any kind
against any of the Releasees to which she is a party or which were filed on her
behalf, and promises not to commence any proceeding or action against STAFF
BUILDERS except to enforce this Termination Agreement And Release. SILVER
further agrees not only to release and discharge the Releasees of and from any
and all claims which she could make on her own behalf, but also those which may
have been or may be made by any other person or organization on her behalf as of
the date of this Termination Agreement And Release.
6. SILVER acknowledges that as a result of her employment by STAFF
BUILDERS, she has had access to confidential, proprietary business information
belonging to STAFF BUILDERS, as those terms are defined in the Employment
Agreement, and hereby agrees not to use or disclose any such information
personally or for the benefit of others. SILVER also agrees (1) not to disclose
to anyone any such confidential and proprietary information; and (2) to comply
with any and all provisions of her Employment Agreement that, by their terms,
survive the termination of her employment. On the date she signs this
Termination Agreement And Release, SILVER further promises and agrees to return
to STAFF BUILDERS any and all documents or diskettes now in her possession which
she received, sent, generated or had access to in the course of her employment
by STAFF BUILDERS, together with any and all property of STAFF BUILDERS she has
in her possession.
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7. The waiver by any Party of a breach of any provision hereof shall
not operate or be construed as a waiver of any subsequent breach by any Party.
8. This Termination Agreement And Release and the exhibits attached
hereto contain the full agreement between SILVER and STAFF BUILDERS, and may not
be modified, altered or changed except upon the express prior written consent of
both SILVER and STAFF BUILDERS.
9. SILVER affirms that she has been given at least 21 days to consider
this Termination Agreement And Release and that she has voluntarily chosen not
to wait 21 days to execute this Termination Agreement And Release. Her choice to
execute this Termination Agreement And Release was knowing and voluntary and
made after consultation with her counsel. SILVER understands that she may revoke
her agreement hereto by so notifying STAFF BUILDERS in writing within seven (7)
days after she signs this Termination Agreement And Release.
10. SILVER acknowledges and agrees that: (a) no promise or inducement
for this Termination Agreement And Release has been made by STAFF BUILDERS,
except as set forth in this Termination Agreement And Release; (b) this
Termination Agreement And Release is executed by her without reliance upon any
statement or representation by STAFF BUILDERS other than as set forth herein;
(c) she fully understands this Termination Agreement And Release and the meaning
of its provisions; (d) she fully understands that she is giving up important
rights set forth herein; (e) she is legally competent to enter into this
Termination Agreement And Release and to accept full responsibility therefor;
(f) she consulted with her counsel before entering into this Termination
Agreement And Release; and (g) she voluntarily enters into this Termination
Agreement And Release.
11. This Termination Agreement And Release may be executed in
counterparts, and, when each party has signed and delivered at lease one such
counterpart, each counterpart shall be
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deemed an original and taken together, shall constitute one and the same
agreement, which shall be binding and effective to all parties.
12. This Termination Agreement And Release shall be construed in
accordance with the laws of the State of New York. Any action or proceeding
relating to or arising from this Termination Agreement And Release or any other
dispute between the parties hereto shall be brought solely in the Supreme Court
of the State of New York, Nassau County. SILVER hereby consents to personal
jurisdiction and venue in New York State Supreme Court, County of Nassau for any
such action or proceeding. The parties expressly waive their right to trial by
jury in any action or proceeding against the other and consent to trial before a
judge.
13. This Termination Agreement And Release is the product of
negotiation and mutual discussion. The rule of construction that an agreement
may be construed against its drafter shall not apply in any action or proceeding
arising from or based, in whole or in part, on this Termination Agreement And
Release.
14. SILVER ACKNOWLEDGES AND AGREES THAT SHE HAS READ AND FULLY
UNDERSTANDS THE MEANING OF EACH PROVISION OF THIS TERMINATION AGREEMENT AND
RELEASE, THAT SHE HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL CONCERNING IT,
AND THAT SHE FREELY AND VOLUNTARILY ENTERS INTO IT.
IN WITNESS WHEREOF, the Parties have hereunto set their hand on the
dates indicated below.
STAFF BUILDERS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Date: October 20, 1999
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/s/ ▇▇▇▇▇ ▇. Silver
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▇▇▇▇▇ ▇. SILVER
Date: October 20, 1999
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STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
I, _____________________________ do hereby certify that ▇▇▇▇▇ ▇.
SILVER, personally known to me to be the same person whose name is subscribed to
the foregoing instrument, appeared before me this day in person and acknowledged
that she signed and delivered the said instrument as her free and voluntary act,
for the uses and purposes therein set forth.
Given under my hand and official seal this __ day of October, 1999.
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Notary Public
My Commission Expires:
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