COVANCE INC.
000 XXXXXXXX XXXXXX
Xxxxxxxxx, Xxx Xxxxxx 00000
August 11, 2000
Xxxxxxx X. Xxxxxxx
c/o Covance Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
RESIGNATION AGREEMENT
Dear Xxxxxxx:
This Resignation Agreement will reflect our agreement
concerning your resignation as an officer and employee of Covance Inc. and any
and all predecessor companies, subsidiaries and affiliates wherever located
(individually and collectively, the "Company").
1. RESIGNATION. By signing this Resignation Agreement, you
hereby agree to resign without further action by the parties hereto from all of
your positions as an officer and an employee of the Company and in any other
capacity in which you served the Company, effective as of May 22, 2000 (the
"Resignation Date").
2. TERMINATION OF PRIOR AGREEMENTS AND UNDERSTANDINGS.
Except as expressly provided in this Resignation Agreement, as of the expiration
of the Revocation Period (as hereinafter defined), any written or oral
agreements or understandings between you and the Company are void and of no
further force and effect and this Resignation Agreement shall supersede all
prior agreements or understandings between you and the Company, including,
without limitation, the letter agreement setting forth the terms of your
employment, dated November 20, 1996, and the amendment thereto, dated November
20, 1998 (the "Employment Agreement").
3. PAYMENTS AND BENEFITS IN CONNECTION WITH YOUR
RESIGNATION. Subject to the remedies for breach set forth in Section 7 and in
consideration of (a) your agreement to the covenants included in Sections 5, 6
and 9 hereof; and (b) the release of claims set forth in Section 10 hereof, the
Company agrees to concede that your resignation of employment for purposes of
your Employment Agreement shall be deemed an involuntary termination for reasons
other than for Cause (as such term is defined in the Employment Agreement) and,
as such, the Company shall be obligated to make the payments set forth below in
this Section 3 as though you were involuntarily terminated for reasons other
than for Cause.
(a) You will continue to be paid under this Section 3(a) at
your current base salary of $223,860, less usual withholding taxes and other
customary deductions, for a period commencing on the Resignation Date and ending
May 22, 2002 (such period being the "Payment Period"). Such payments will be
made on the dates during the Payment Period that the Company makes its regular
payroll payments.
(b) In addition to the sum specified in Section 3(a), on
March 15, 2001 the Company will pay you $123,123, less usual withholding taxes,
and on March 15, 2002 the Company will pay to you $123,123, less usual
withholding taxes, such amounts representing the annual incentives you might
otherwise have earned for the years 2000 and 2001.
(c) In addition to the above sums, the Company will pay you
an amount equal to the value of your six (6) weeks accrued and unused vacation
time as of the Resignation Date, less usual withholding taxes. Such amount shall
be paid on such date as the Company makes its first regular payroll payment
after the execution of this Agreement.
(d) You shall be entitled to receive payments under or
withdraw the vested portion of your account under, as applicable, the Covance
Inc. Employee Stock Purchase Plan ("Employee Stock Purchase Plan"), the Covance
Inc. 401(k) Savings Plan (the "401(k) Plan"), the Covance Inc. Employee Stock
Ownership Plan (the "ESOP"), the Covance Inc. Supplemental Executive Retirement
Plan (the "SERP"), and any other savings, stock purchase, profit sharing,
retirement or 401(k) plans (collectively, the "Plans"), if any, in which you
participated during your employment with the Company or Corning Incorporated at
the times and in accordance with the provisions and restrictions of such Plans.
(e) The amounts of any entitlements in the Plans shall be
determined as of the Resignation Date; PROVIDED, HOWEVER, that:
(i) With respect to the Employee Stock Purchase Plan, it
shall include stock purchased for your account at the end of the
Offering Period (as defined in the Employee Stock Purchase Plan) which
included the Resignation Date which is attributable to payroll
deductions allocated to your account prior to the Resignation Date and
with respect to the 401(k) Plan it shall include all employer matching
contributions accruing through the Resignation Date and made at the end
of the calendar quarter, which includes the Resignation Date. Any
payroll deductions you make with respect to the Employee Stock Purchase
Plan or the 401(k) Plan, however, will cease on the Resignation Date.
(ii) For purposes of the SERP, you shall be credited with 14
years of service thereunder.
(f) With respect to medical and dental insurance after the
Resignation Date, it is hereby acknowledged that you are making the COBRA
election for continued medical and dental health insurance benefits for yourself
and eligible dependents, subject to the terms and conditions of the applicable
policies and all COBRA requirements, through the Payment Period. The Company
shall pay you an amount equal to the monthly premium for such coverage, less
usual withholding taxes and other customary withholdings, from the Resignation
Date through the Payment Period. Following the expiration of the statutory COBRA
period, the monthly medical and dental payment shall be equal to the last
premium in effect during such statutory period. Such payments will be made to
you in equal installments on the dates during the Payment Period that the
Company makes its regular payroll payments. Current Company-paid life insurance
coverage will continue, at the Company's expense, through the Payment Period.
For a period of 30 days following the expiration of the Payment Period, you
shall have the right, at your expense, and subject to customary withholdings, to
convert the life insurance coverage to an individual policy, without evidence of
insurability, subject to the terms and restrictions under the life insurance
policy. The Company also will reimburse you for an amount not to exceed $10,000
(subject to usual withholdings) during the Payment Period for the payment of
disability insurance premiums upon receipt of reasonably satisfactory
documentation.
Notwithstanding anything in this Section 3(f) to the contrary,
you agree that if you obtain or are provided with medical, dental, life and/or
disability insurance from a new employment position which provides equal or
superior coverage and benefits in the aggregate to that provided by the Company
under the respective benefit plans of the Company or through reimbursement by
the Company and at an equivalent or lesser expense (both deductible and direct)
to you, then you shall promptly notify the Company which of such insurance
benefits is then being provided to you and the Company shall cease providing
such coverage or discontinue paying the premiums for such insurance, as
applicable.
(g) The Company will provide you outplacement services for
the period beginning May 22, 2000 and ending May 22, 2001, as follows: As soon
as practicable following the execution of this Agreement, the Company shall pay
$25,000 directly to Executive Transformetrics. If, by November 22, 2000, you
shall not have secured full-time employment, the Company shall make a second and
final payment of $10,000 to Executive Transformetrics. Except as provided in the
immediately preceding sentence, the Company shall have no further obligation
with respect to outplacement services provided to you.
(h) You shall have, as of the Resignation Date, until the
third anniversary of the Resignation Date to exercise all incentive and
non-qualified stock options granted to Employee under the Employee Equity
Participation Plan and the Conversion Equity Participation Plan ("CEP"), as
applicable, as more fully specified in the attached "Optionee Statement" except
for 9,933 stock options granted under that certain Non-Qualified Stock Option
Agreement between the Company and you dated February 18, 1998, 11,533 stock
options granted under that certain Non-Qualified Stock Option Agreement between
the Company and you dated February 25, 1999 and 19,000 stock options granted
under that certain Non-Qualified Stock Option Agreement dated as of January 1,
2000 (the "Forfeited Options"). The Forfeited Options shall terminate and be of
no further force and effect on the Resignation Date. Notwithstanding anything
contained in that certain Restricted Stock Agreement dated February 18, 1998 to
the contrary, the Company shall deliver to you on December 31, 2000 a stock
certificate representing 8,255 shares of Covance Inc. common stock endorsed in
your name. In the event you have not arranged to reimburse the Company for taxes
associated with such distribution, the number of shares of common stock
represented by such certificate shall be reduced by the amount necessary to pay
all applicable taxes arising from such distribution.
(i) After receipt of reasonably satisfying documentation of
the type and amounts of services, the Company shall directly pay up to $6,000
for the calendar year ending 2000 and $6,000 for the calendar year ending 2001
for actual professional fees for tax and/or financial counseling services
provided to Employee.
(j) The Company will continue to provide you with a car
allowance of $1,070 per month (less usual tax withholdings) through the Payment
Period and you shall remain responsible for all expenses and liabilities
incident to the ownership and use of your car before and after such date.
(k) The Company shall promptly reimburse you for all
reasonable business expenses incurred by you on or prior to the Resignation Date
in accordance with its existing expense reimbursement policies.
(l) In the event that a Change of Control (as defined in the
Employment Agreement) occurs on or before the expiration of the Payment Period,
then all remaining cash payments under Section 3 shall automatically be
accelerated and paid to you in a lump sum promptly after such Change of Control.
In the event the Change in Control occurs before December 31,
2000, then the restricted stock referred to in Section 3(h) shall become free
from restriction on the date of the Change in Control and the Company shall
deliver to you a stock certificate for such unrestricted shares promptly after
such Change in Control.
In the event you are involved in any dispute about your rights
or obligations under this Resignation Agreement arising on or after a Change of
Control, the Company shall pay all legal costs, expenses and fees incurred by
you in connection with such dispute promptly upon receipt of any invoice
relating thereto.
4. NO OTHER SEVERANCE, PAYMENTS OR BENEFITS. Except as
otherwise expressly provided herein, you hereby acknowledge and agree that you
are not entitled to any other compensation or benefits from the Company in
connection with your resignation of employment or otherwise and that, except as
expressly set forth herein, you are not entitled to any severance or similar
benefits under any plan, program, policy or arrangement, whether formal or
informal, written or unwritten, of the Company.
5. RESTRICTIVE COVENANTS. In partial consideration of the
resignation payments and benefits to be paid and provided to you in accordance
with Section 3 above, you hereby agree to abide by the covenants included in
this Section 5, which you acknowledge and agree are reasonable in scope and
duration. The activities described in this Section 5 shall be prohibited
regardless of whether undertaken by you in an individual or representative
capacity, and regardless of whether performed for your own account or for the
account of any other individual, partnership, firm, corporation, or other
business organization (other than the Company).
(a) NON-COMPETITION
(i) Unless authorized by the Company's Board of Directors in
writing, you shall not, for one year after the Resignation Date (the
"Post Employment Term"), become employed by, become a director,
officer, shareholder or partner of, or otherwise enter into, conduct,
or advise any business, whether directly or indirectly, which offers
services or products in the United States and any other geographical
regions where the Company, or its subsidiaries or its affiliates, is
then offering its services or products in competition with services or
products sold by the Company, or its subsidiaries or its affiliates at
any time during the Post Employment Term in the United States or such
region, including, without limitation, the conduct of contract
pre-clinical toxicology laboratory services, contract biopharmaceutical
clinical laboratory services, contract bioprocessing or manufacturing
services, contract drug packaging services, Phase I, II, III or IV
clinical studies or outcomes or disease management studies
(collectively, the "Covance Services"); provided that you shall not be
bound by the restrictions contained in this Section 5(a) unless the
Company has made all payments to you which are due and owing to you
under this Resignation Agreement.
Nothing herein shall restrict you in your employment in any
capacity by a corporation or entity engaged substantially in the
manufacture or sale of pharmaceuticals, or any other business which
does not offer Covance Services. Ownership of not more than 1% of the
issued and outstanding shares of any class of securities of a
corporation, the securities of which are traded on a national
securities exchange or in the over-the-counter market, shall not cause
you to be deemed a shareholder under this provision.
(ii) During the Post Employment Term, you shall not, directly
or indirectly, solicit, divert or accept any business from any customer
of the Company to the detriment of the Company or seek to cause any
such customers to refrain from doing business with or patronizing the
Company.
(iii) During the Post Employment Term, you shall not, directly
or indirectly, solicit or induce for employment any employee of the
Company or otherwise encourage any employee of the Company to leave the
Company. For purposes of this Resignation Agreement, advertisements in
trade magazines, use of executive search firms and other conventional
means of obtaining employees shall not be construed as solicitation,
inducements or encouragement unless the party utilizing such
conventional means specifically directs the efforts at employee(s) with
whom the party may not have contact pursuant to the terms of this
Resignation Agreement.
(iv) For purposes of this Resignation Agreement, the term
"directly or indirectly" shall be construed in its broadest sense and
shall include the activities of the members of your immediate family or
any partnership, or as otherwise specified above, and the term
"customer" shall mean any person or entity to which the Company has
sold services during the one-year period prior to the Resignation Date
or any persons or entities targeted by the Company or contacted for the
purpose of selling such services during such one-year period which you
knew about or reasonably should have known about.
(b) CONFIDENTIALITY
The Company possesses and will continue to possess trade
secrets or other information which has been created, discovered, developed by or
otherwise come known to the Company, or in which property rights have been
assigned or otherwise conveyed to the Company, which information has commercial
value with respect to the business and operations of the Company, including, but
not limited to, information regarding sales, costs, customers, employees,
products, services, apparatus, equipment, processes, formulae, marketing, or the
organization, business or finances of the Company, or any information you have
reason to know the Company would like to treat as confidential for any purpose,
such as maintaining a competitive advantage or avoiding undesirable publicity,
whether or not developed by you ("Confidential Information"). Unless previously
authorized in writing or instructed in writing by the Company, you will not,
directly or indirectly, use for your own benefit or purposes, or disclose to, or
use for the benefit or purposes of, anyone other than the Company, any
Confidential Information, unless and until, and then only to the extent that,
such Confidential Information has (a) been or becomes published, or is or
becomes generally known in the trade through no fault of you, or (b) such
information is made known and available to you by a third party, who, by such
disclosure to you does not breach any duty or obligation to the Company.
In the event you become legally compelled to disclose any of
the Confidential Information, you will provide the Company with prompt notice so
that the Company may seek a protective order or other appropriate remedy and/or
waive compliance with the provisions of this Resignation Agreement. If, in the
absence of a protective order or the receipt of a waiver hereunder, you are
nonetheless legally required to disclose Confidential Information to any
tribunal or else stand liable for contempt or suffer other censure or penalty,
you may disclose such Confidential Information to such tribunal without
liability hereunder.
On the Resignation Date, you will deliver to the Company all
written embodiments of the Confidential Information, including all notes,
drawings, records, reports, pertaining to work done by you during your
employment with the Company and all other matters of secret or confidential
nature relating to the Company's business.
(c) OWNERSHIP OF KNOW-HOW, INVENTIONS AND OTHER INTELLECTUAL
PROPERTY
All the know-how, innovations, inventions, discoveries,
improvements, procedures, programs, formulae and specifications which have been
or may be either, directly or indirectly, developed, conceived or made by you in
connection with your employment with the Company, whether or not in concert with
other employees or shown or delivered to the Company or any of its subsidiaries
or its affiliates, and whether or not they are eligible for patent, copyright,
trademark, trade secret or other legal protection, shall be the exclusive
property of the Company and you shall, at the Company's request and expense,
promptly execute any and all documents or instruments which may be necessary to
evidence such ownership.
You will communicate to the Company promptly and fully all
improvements and inventions you made or conceived (either solely or jointly with
others) during the period of your employment with the Company and conceived by
you during the Post Employment Term if based on or related to your employment at
the Company.
(d) PATENTS
You will, during and after Post Employment Term, at the
Company's request and expense but without additional compensation, assist the
Company and its nominees in every proper way to obtain and to vest in the
Company or its nominees, title to patents on such improvements and inventions in
all countries, by executing all necessary or desirable documents, including
applications for patents and assignments thereof.
(e) RECORDS AND DOCUMENTS
Except in the performance of your duties as an employee of the
Company, you agree that you have not at any time or in any manner made or caused
to be made any copies, pictures, duplicates, facsimiles, or other reproductions,
recordings, abstracts, or summaries of any reports, studies, memoranda,
correspondence, manuals, customer lists, software, records, formulae, plans, or
other written, printed, or otherwise recorded material of any kind whatever
belonging to or in the possession of the Company, which may have been produced
or created by you or others, or which may have come into your possession in the
course of your employment, or which relate in any manner to the then current or
prospective business of the Company. You agree that you have no right, title or
interest in any such materials, and you agree that you have not removed and will
not remove such materials without the prior written consent of the Company, as
applicable, and that you will surrender all such material to the Company on the
Resignation Date. Nothing in this Resignation Agreement or the Employment
Agreement shall prohibit you from retaining copies of any precedences, standard
forms, legal practice manuals or policies, plans or any information about the
Company which is publicly available.
6. MUTUAL CONFIDENTIALITY AGREEMENT. Each of the parties
hereto hereby agrees that the terms of this Resignation Agreement and all
communications between either party and its respective counsel regarding the
same and any and all events, allegations, actions and circumstances related to
your resignation from the Company shall be kept strictly confidential and shall
not be disclosed to anyone except (i) as reasonably necessary to enforce the
terms of this Resignation Agreement, (ii) to the parties' legal, financial,
benefits, tax advisors, (iii) your spouse, (iv) your executive assistant (who
acknowledges that any information received by her is confidential) and/or (v)
pursuant to compulsory legal process or court order. Notwithstanding the
foregoing, you may inform any prospective employer or contracting party that you
are restricted from engaging in conduct or taking action prohibited or
restricted by Sections 5, 6 and 9 of this Resignation Agreement.
7. REMEDIES. (a) BREACH BY YOU. You hereby acknowledge and
agree that damages for a breach or threatened breach of any of the covenants set
forth in Section 5, 6, or 9 will be difficult to determine and will not afford a
full and adequate remedy, and therefore you agree that the Company, in addition
to seeking actual damages in connection therewith, may seek specific enforcement
of any such covenant in any court of competent jurisdiction, including, without
limitation, by the issuance of a temporary or permanent injunction. In addition,
if you breach in any respect the provisions of Section 5, 6, or 9 then, in
addition to any other remedies the Company may have at law or in equity, you
shall immediately forfeit any and all rights to future payments under Section 3
above.
Notwithstanding anything in this Section 7(a) to the contrary,
if you violate any of the covenants in Sections 5, 6, or 9 hereof, then the
Company shall first promptly notify you of such violation in accordance with the
requirements of Section 15 of this Resignation Agreement before terminating any
of its obligations to you under Section 3, and, for those violations that are
susceptible to cure, you shall remedy your non-compliant actions or inactions,
promptly but no later than 10 days from the date of such notice (the "Cure
Period"). In the event you do not effectuate such cure during the Cure Period,
then the Company shall be immediately thereafter permitted to enforce all of its
rights and remedies, including, without limitation, the termination of its
obligations under Section 3.
(b) BREACH BY COMPANY. In the event the Company does not
honor its obligations for payments or distributions under this Resignation
Agreement when such payments or distributions are due and owing or otherwise
violates any of its obligations to you under this Resignation Agreement, you
shall promptly notify the Company, in accordance with the requirements specified
in Section 15 of this Resignation Agreement, of such breach and if the Company
then fails to make such payment or payments or otherwise fails to cure such
non-compliant behavior (to the extent such violations are susceptible to cure)
within ten business days of such notice, then you shall be released from your
obligations under this Resignation Agreement. Such release shall be in addition
to any other rights or remedies permitted to you in law or equity that arise
from the Company's breach of its obligations under this Resignation Agreement.
8. LITIGATION. (a) You agree to make yourself reasonably
available for consultation with the Company and its counsel, at such times and
locations as shall be reasonably agreed upon by you and the Company, and to
cooperate fully with the Company in the defense of any lawsuits, actions, and
judicial or administrative proceedings now existing or hereafter arising
relating to all matters in which you had any material involvement or for which
you rendered material services of the Company. The Company agrees to reasonably
compensate you for such consultant services at the rate of $250 per hour.
(b) You agree to notify the Company as soon as is
practicable of your receipt of any request (whether voluntary or compulsory in
the form of a subpoena, court order, deposition notice or otherwise) requiring
you to appear at any trial, hearing or deposition to give testimony or to
produce documents or records in your possession, custody or control relating to
any matter involving the Company or any duties or services you performed for the
Company and to give the Company, to the extent possible, a reasonable
opportunity to dispute such order or subpoena before making such disclosure.
9. UNFAVORABLE COMMENTS; STATEMENTS REGARDING YOUR
RESIGNATION. (a) You agree to refrain from making now or at any time in the
future any false or defamatory comment, statement or other communication
concerning the Company, its services or any current or former directors,
officers or employees of the Company to any third party, including, without
limitation, the press, any employee of the Company and any individual or entity
with whom you or the Company has a current or prospective business relationship.
(b) The Company agrees to refrain and to cause its officers,
directors and employees to refrain from making now or at any time in the future
any false or defamatory comment, statement or other communication concerning you
or your employment relationship with the Company to any third party, including,
without limitation, the press, any employee of the Company and any individual or
entity with whom you or the Company has a current or prospective business
relationship.
(c) You and the Company hereby agree that you have resigned
from your employment with the Company pursuant to a mutually acceptable
resignation agreement, the terms of which are confidential (except as provided
in Section 6).
(d) All inquiries from potential future employers regarding
your employment with the Company will be directed to Human Resources, who will
respond solely by (i) confirming the dates that you were employed by the
Company, (ii) verifying your position, (iii) confirming that you resigned
pursuant to a mutually acceptable resignation agreement and (iv) stating that it
is Company policy not to provide additional information regarding its former
employees. Compensation information will be released only upon your written
authorization to do so.
Notwithstanding anything in this Section 9 to the contrary,
you shall be permitted to provide to any third party the letter of
recommendation from the Company in the form of Exhibit A hereto (the "Letter of
Recommendation") and you shall be permitted to refer any reference inquiries to
the Chief Executive Officer of the Company who shall provide a verbal reference
on your behalf that is no less favorable to you in any respect than the Letter
of Recommendation. Upon your request, the Chief Executive Officer shall provide
you or your designee as requested by you the Letter of Recommendation as often
as you may reasonably request. To the extent that any prospective employer wants
to speak to any individual who is or was a member of the Company's Board of
Directors on the Resignation Date about you, such Board member shall direct such
prospective employer to the Chief Executive Officer of the Company.
Notwithstanding the foregoing, in the event such Board member responds to any
inquiry concerning you, any comments by such Board member shall be no less
favorable in any respect than the Letter of Recommendation.
10. MUTUAL RELEASE. (a) For purposes of this Mutual Release,
"Employee Parties" means you, your estate, your beneficiaries, your heirs and
your assigns and the estate, beneficiaries, heirs and assigns of each of the
foregoing. "Company Parties" means the Company, including any affiliate, parent,
subsidiary, predecessor or successor of the Company and each of its present,
former and future directors, officers, employees, agents, attorneys, heirs and
assigns. The Employee Parties and the Company Parties together shall hereinafter
be referred to as the "Released Parties."
(b) In consideration of the mutual consideration set forth
herein, the receipt and adequacy of which are herein acknowledged, and intending
to be legally bound hereby, the Company Parties, on the one hand, and the
Employee Parties, on the other hand, hereto do hereby release and discharge each
other from any and all claims, actions, causes of action, suits, costs,
controversies, judgments, decrees, verdicts, damages, liabilities, attorneys'
fees, covenants, contracts, and agreements that any of the Employee Parties or
Company Parties ever had, now has or can, shall or may have for, upon, by reason
of, relating to, or in connection with any matter, cause or thing whatsoever,
from the beginning of the world to the Resignation Date, with respect to each
other (the "Released Claims"), including, but not limited to, any claims arising
under Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973,
the Americans with Disabilities Act of 1990, the Civil Rights Act of 1866, the
Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974,
the Family Medical Leave Act of 1993 or any other federal or state or local law,
whether such claim arises under statute, common law or in equity, and whether or
not any of the Released Parties are presently aware of the existence of such
claim, damage, action or cause of action, suit or demand. The Company Parties,
on the one hand, and the Employee Parties, on the other, also do forever
release, discharge and waive any right they may have to recover in any
proceeding brought by any federal, state or local agency against any other party
hereto to enforce any laws. Each of the parties hereto agrees that the value
received as described in this Resignation Agreement shall be in full
satisfaction of any and all claims, actions or causes of action for payment or
other benefits of any kind that any party or Released Parties hereto may have
against another party hereto and or any corresponding Released Parties.
(c) In further recognition of the consideration cited above,
the Employee Parties hereby release and forever discharge each of the Company
Parties from any and all claims, actions and causes of action that the Employee
Parties may have as of the date you sign and deliver to the Company this
Resignation Agreement arising under the federal Age Discrimination in Employment
Act of 1967, as amended, and the applicable rules and regulations promulgated
thereunder ("ADEA") which may be based in whole or in part on age
discrimination.
(d) The releases contained in this Section 10 do not release
the Company Parties from any obligation to indemnify you as an officer or
employee under the Company's Articles of Incorporation (or similar organization
document), By-laws or under the law of any jurisdiction where the Company or any
of the Company Parties is organized. In addition, the releases contained in this
Section 10 do not release you or the Company from the respective rights and
obligations set forth in this Resignation Agreement.
11. ACKNOWLEDGMENT. By signing this Resignation Agreement,
you hereby acknowledge and confirm the following:
(a) You were advised by the Company in connection with your
resignation to consult with an attorney of your choice prior to signing this
Resignation Agreement and to have such attorney explain to you the terms of this
Resignation Agreement including, without limitation, the terms relating to your
release of claims arising under ADEA.
(b) You were given not less than 21 days to consider the
terms of this Resignation Agreement and to consult with an attorney of your
choosing with respect thereto, and that for a period of seven days following
your acceptance hereof, you have the option to revoke such acceptance in
accordance with the terms set forth below.
(c) You knowingly and voluntarily accept the terms of this
mutual release.
12. REVOCATION. You shall have the right to revoke this
Resignation Agreement during the seven-day period (the "Revocation Period")
commencing immediately following the date you sign and deliver this Resignation
Agreement to the Company. The Revocation Period shall expire at 5:00 p.m.
Eastern Standard Time on the last day of the Revocation Period; provided,
however, that if such seventh day is not a business day, the Revocation Period
shall extend to 5:00 p.m. on the next succeeding business day. In the event of
any such revocation by you, all obligations of the Company under this
Resignation Agreement shall terminate and be of no further force and effect as
of the date of such revocation. No such revocation by you shall be effective
unless it is in writing and signed by you and received by the Company prior to
the expiration of the Revocation Period.
13. ACCEPTANCE. You may indicate your acceptance of this
Resignation Agreement by signing and dating both copies of this Resignation
Agreement and delivering one such copy to the Chief Executive Officer of the
Company If you revoke your acceptance of this Resignation Agreement during the
Revocation Period, this Resignation Agreement shall immediately lapse and become
void.
14. GOVERNING LAW. This Resignation Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
Jersey applicable to contracts to be performed exclusively therein without
regard to the choice of law provisions thereof.
15. NOTICES. All notices or communications hereunder shall
be in writing, addressed as follows:
To the Company:
Covance Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Attention: Chief Executive Officer
With a copy to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxx X. Xxxxxx, III, Esq.
To you:
Xxxxxxx X. Xxxxxxx
[address intentionally left blank]
Telecopier No.: [intentionally left blank]
16. TAX CONSIDERATIONS. Without duplication to any other
provision of this Resignation Agreement, any payments made to you under this
Resignation Agreement shall be reduced by the full amount legally required to be
withheld for federal, state or local income or other payroll tax purposes by the
Company.
17. SUCCESSORS AND ASSIGNS. The Company's obligations
hereunder shall be binding on the Company's successors and assigns, whether by
merger, operation of law, contract or otherwise.
18. ALTERNATIVE PAYEE. In the event that you die before any
of the money owing to you under this Resignation Agreement is paid in full, then
the Company shall make such remaining payments to your spouse, or, if you have
no spouse at the time of your demise, to your estate. Upon the Company's written
request, your spouse or estate, as applicable, shall execute and deliver to the
Company a written acknowledgment that such payments are subject to the terms
hereof. Such acknowledgment shall be provided within 15 days of the date
requested by the Company and the Company shall be entitled to suspend payments
hereunder after the passage of such 15 days until it receives such
acknowledgment.
19. COUNTERPARTS. This Resignation Agreement may be executed
in two or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.Your signature
on the line below constitutes your agreement with each provision contained
herein.
COVANCE INC.
By: /s/ XXXXXXXXXXX X. XXXXXXX
-------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Title: President
ACKNOWLEDGED AND AGREED:
/s/ XXXXXXX X. XXXXXXX
-------------------------------
Xxxxxxx X. Xxxxxxx
Date:
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