Exhibit 10(l)
FORM OF AGREEMENT
Revised July 21, 1997
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April 29, 0000
Xxxxxx X. Xxxxxxxx
Xxxxxxxx, XX 00000
Dear Xxxxxx:
This letter will confirm our discussion regarding your termination from your
position of Executive Vice President and Chief Financial Officer of ADVO.
Moreover, this letter will further serve as our Agreement on the terms and
conditions of the severance arrangement ADVO, Inc. will provide you.
1. You are leaving your position with ADVO, Inc. as of May 31, 1997. During
the next 5 weeks, you will be working closely with myself and Xxxx Xxxxxx
to ensure a smooth transition in all of your areas.
2. Effective end of business May 31, 1997, you will be placed on inactive wage
continuation pay status for a period of one year, through May 31, 1998.
While on inactive pay status, you will be paid on each regular pay date
throughout this period at your current rate of pay. If you were
participating in the Company's medical, dental, group universal life,
dependent life, 401(k) (Sales Savings) or Employee Stock Purchase plans on
your termination date, you may continue such participation up to the date
your wage continuation ends (provided you make any required associate
contributions). You will continue to be covered by the Company's basic
group life insurance plan. Matching employer Social Security contributions
will be made on your behalf throughout this period as well. You will not be
eligible for the Company's short-term and long-term disability benefits
plans, workers' compensation, vacation accrual, auto allowance, or bonus
beyond your termination date. Any earned vacation pay you have not taken
will be paid in a lump sum and added to your last wage continuation
payment.
The Executive Long-Term Disability Supplement will be continued at ADVO's
expense through the end of the calendar year 1997. At that time, a
representative from Xxxx Xxxxxx will contact you to discuss continuing
coverage at your own expense. Currently, the annual premium for calendar
year 1997 is $4,569.41.
You will be reimbursed for any penalty incurred because of any early
termination of your lease at the Gold Street address.
3. Your fiscal 1997 bonus will be paid in November, prorated for your active
service through May 31, 1997, dependent on company performance. Per your
April 28, 1994 agreement, you will receive your full target bonus for the
one year of salary continuation starting on June 1, 1997 and ending on May
31, 1998. You will not be eligible for any other bonus consideration.
4. All company property (i.e., keys, credit cards, etc.) must be returned to
Xxxxxxxx Xxxx no later than May 31, 1997, unless other arrangements are
mutually agreed upon prior to that time. You will be entitled to the use of
your phone card through the end of your wage continuation or upon
reemployement, whichever occurs first. Also, per your request, the fair
market value for the fax machine is $250.00. Please make a check payable to
ADVO, Inc. in that amount and forward it to Xxxxxxxx Xxxxxx.
5. If you obtain other employment during your period of inactive pay status,
you must notify me of such other employment, and you will then be removed
from inactive pay status on the first day you start work at your new job.
At that time, you will be given as a lump sum, less applicable withholding,
the amount due to you thereunder through May 31, 1998.
6. As long as you are on the inactive wage continuation status described
above, all stock options shall continue to vest on their normal schedule.
When you leave inactive wage continuation status, all vesting shall cease.
You will have three months after that date in which to exercise any
outstanding options. You can contact Xxxxx Xxxxxxx directly for more
information about stock-related matters.
7. ADVO, Inc. will provide you full executive outplacement services through
Beam Pines. Their telephone number for their New York office is 212-476-
4100 ext. 264, and your contact will be Xxxxxx Xxxxx. You will have the
option of either using their office facilities and support staff or
utilizing an office in an executive suite arrangement, within New York
City, including administrative support at ADVO's expense. This will need to
be coordinated through Xxxxxxxx Xxxx. This outplacement assistance, which
is something for which you would not be eligible under ADVO's policy, is in
consideration for your signing this Agreement. While you are in
outplacement, you will cooperate with the Company on any transitional
issues.
8. After your wage continuation status ends, ADVO will not contest on the
basis of termination, any application which you make for unemployment
compensation at the appropriate agency as long as all other aspects of the
application are accurate.
9. Within 14 days of the end of your wage continuation period, you will
receive notification of your right under COBRA legislation to elect
continuation of group coverage under the Company's medical and/or dental
plans. Additionally, you may have the option to convert your group medical
coverage to an individual policy basis at the expiration of the COBRA
continuation period. You will have up to 31 days to convert your group
basic and universal life insurance to an individual policy basis. You will
receive the written COBRA notice from the Corporate Benefits Department and
may inquire to them about details regarding these privileges, 000-000-0000.
10. In consideration for the outplacement described in paragraph 7 and
additional wage continuation beyond policy discussed in paragraph 2, which
you would otherwise not have been entitled to, you affirm that your leaving
ADVO is not caused by any act of
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discrimination by ADVO, its employees, officers or directors, past or
present. You agree not to make any claims of any kind against ADVO before
any agency, court or other forum, and you agree to release ADVO from any
claim, known or unknown, arising in any way from any actions taken by ADVO
up to the date of the signing of this Agreement including, but not limited
to, any claim for wrongful discharge, breach of contract or other common
law claims, or under any Federal, State or local statute or regulation
including, but not limited to, Title VII of the Civil Rights Act of 1964 as
Amended, 42 U.S.C. 2000E et. seq.; the Employee Retirement Income Security
Act of 1974 ("ERISA"), 29 U.S.C. 1001 et. seq.; the Age Discrimination in
Employment Act, as amended, and the Civil Rights Act of 1991, and any
claims for attorney's fees, expenses, or costs of litigation.
11. Also in consideration for the outplacement assistance discussed in
paragraph 7 and additional wage continuation beyond policy discussed in
paragraph 2, you promise not to disparage or otherwise reflect negatively
upon the Company, its personnel or its business practices. You also promise
to keep the terms of this agreement completely confidential. References
that continue to reinforce the reasons put forth in the organizational
announcement will be handled by me personally.
12. This Agreement supersedes all other Agreements or understandings, written
or oral, that you may have with ADVO, Inc. on the subject matter discussed
above, except that the Non-Compete Agreement between you and ADVO shall
remain in full force and effect pursuant to its terms. This Agreement shall
be binding upon ADVO's successor or assignee, if the control of ADVO should
change during its term.
13. You acknowledge that you have read this Agreement carefully and fully
understand its terms. You have been advised to seek counsel and have had an
opportunity to do so, and you are executing this Agreement voluntarily and
knowingly. You fully understand that signing this Agreement waives all
legal claims against ADVO based on any actions taken by ADVO up to the date
of the signing of this Agreement.
14. In the event that any provision of this Agreement is held to be void and
unenforceable by a Court of competent jurisdiction, the remaining
provisions of this Agreement shall nevertheless be binding upon the parties
with the same effect as though the void or unenforceable part had been
deleted. This Agreement shall be governed by and construed under the laws
of the State of Connecticut and shall not be modified, in whole or in part,
except by agreement in writing signed by ADVO and you.
If you have any questions concerning this matter, please discuss them with me as
soon as possible.
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Please signify your acceptance of this Agreement by signing and returning a copy
to me. You acknowledge that you have had a reasonable time to consider this
Agreement. If it is acceptable to you, please sign it below and return it to me
within 22 days. You will have seven (7) days thereafter to revoke this
Agreement, after which it will be final. We will proceed to implement this
Agreement as if you will sign it, but if you fail to do so, you will not be
entitled to the outplacement services described in paragraph 7, or the wage
continuation in excess of policy.
Sincerely,
XXXXXX XXXXXXXXXX /s/
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Xxxxxx Xxxxxxxxxx
Accepted and agreed to this _______ day of _____________, 1997.
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Xxxxxx X. Xxxxxxxx
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