exv10w5



 




Exhibit 10.5








EMPLOYEE AGREEMENT AND GENERAL RELEASE





	I.  	The following Agreement is made between LCC International, Inc. (“LCC”) and Vince
Gwiazdowski (“you” “your”), 8031 Kidwell Hill Ct., Vienna, VA, 22182, relative
to the termination of your employment effective April 29, 2005. Unless LCC and you
enter into this Employee Agreement and General Release, you do not have a right to any of
the benefits described in this document. In consideration for your agreeing to certain terms
and conditions, as described below, LCC will provide you with the following:






	 	•  	Separation pay, which equals 6 months salary continuation (12 full pay
periods) of your regular base salary. All required federal, state and local taxes
will be deducted. The Company will maintain your COBRA benefits (medical and dental
only) for 6 months. The Company will continue to pay the employer contribution for
these benefits, however the employee contributions will be deducted from your
semi-monthly separation pay.






	II.  	This release does not affect your rights, if any, to the continuation of your health
insurance benefits under COBRA. In addition, per current company policy, you are also
eligible to receive lump sum payment of any earned vacation leave hours you have accrued, but
not used, as of your termination date.
	 
	III.  	In consideration for the benefits listed above, you agree on behalf of yourself and all of
your heirs or personal
representatives, to release and forever discharge LCC, its parent company, and all of their
present or former
officers, directors, members, owners, shareholders, agents, employees, fiduciaries and
insurers, from any and
all causes of action or similar claims for damages, whether known or unknown, that you have
against LCC,
arising out of any event or transaction that occurred from the beginning of the world up to and
until the date
this Agreement is signed, including, but not limited to, all claims arising out of LCC’s
decisions to terminate
employees, and/or its decisions regarding job classification, recruitment, hiring, salary rate,
severance pay,
wages, benefits, overtime pay, promotions, transfers, employment status, libel, slander,
defamation, assault
and battery, intentional or negligent misrepresentation and/or infliction of emotional
distress, together with any
claims and actions for or in tort, contract, discrimination, harassment, violation of public
policy and/or arising
under statute, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, The Older
Workers Benefits Protection Act, The Age Discrimination in Employment Act, The Americans with Disabilities
Act, The Family and Medical Leave Act, and any other federal, state or local statute, law or rule or any types of
damages, wages, costs or relief available to you. You further promise that you will not sue LCC, voluntarily act
as a witness, or initiate any type of judicial action against LCC with respect to any event or transaction that
occurred before this Agreement was executed. You understand that by signing this Agreement you
irrevocably and unconditionally waive all rights to recover relief or damages concerning claims and causes of
action released herein. You understand that this is a GENERAL RELEASE.
	 
	IV.  	While you understand that you have had such an obligation since you began your employment with LCC, you
reconfirm that you shall not disclose any of the Company’s trade secrets or other confidential
or restricted
information and shall not make use of such trade secrets or confidential or restricted
information in any fashion
at any time. You also agree to hold both the terms and the circumstances of this Agreement in
strict
confidence. You hereby reaffirm your obligations under the Employee Agreement on Ideas,
Inventions and
Confidential Information you executed when you joined LCC.
	 
	V.  	This Agreement and General Release does not constitute an admission of any kind by LCC, but
simply an
accommodation which offers certain benefits to which you would not otherwise be entitled in
return for your
agreeing to and signing this document. You understand and agree that if you violate any of the
terms of this
Agreement and General Release, you will automatically forfeit all of these benefits.
Furthermore, if you violate
this Agreement after receiving any of these benefits, you agree to immediately return those
benefits to LCC.
	 
	VI.  	You will have 21 calendar days from the date you initially receive these documents within
which to review and consider this Agreement. In the event that you sign this Agreement, you
have a period of seven (7) calendar days from the execution date in which to revoke this
agreement. This Agreement does not become effective or enforceable until the revocation
period has expired. You are advised by LCC to consult with an attorney before executing this
Agreement.




 









 

















	VII.  	You acknowledge that this Agreement shall become effective and irrevocable within the
time frames set above and reflects the entire agreement between you and LCC. You
acknowledge that you have entered into this Agreement freely and voluntarily, that the
benefits described in Section I of this Agreement are the only consideration for signing
this Agreement and that no other statements, promises, or commitments of any kind, written
or oral, have been made to you by the Company to cause you to accept it.
	 
	VIII.  	In the event that you breach or threaten to breach any of the terms of this Agreement and
LCC retains counsel to cure your breach or threatened breach, then LCC shall be entitled to
recover, along with all other damages as may be appropriate, the reasonable attorneys’ fees
and costs incurred by LCC to cure the actual or threatened breach by you.
	 
	IX.  	This Agreement contains the entire agreement between you and LCC and supersedes any
other prior oral or written understandings or agreements relating thereto. Any modification
to this Agreement must be made in writing and signed by both parties. This Agreement shall
be governed by, and construed in accordance with, the laws of Virginia. Each party hereby
irrevocably submits to the exclusive jurisdiction and venue of the federal and/or state
courts of the Commonwealth of Virginia for the purpose of any legal or equitable action
arising under this Agreement.




IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date indicated.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	LCC International, Inc.	 	 
	 	 	 	 	7925 Jones Branch Drive	 	 
	 	 	 	 	McLean, Va 22102	 	 
	

	 	 
	 	 	 	 	 	 
	29 April 2005

	 	 	 	By:
	 	/s/ Terri Feely	 	 
	 

	 	 	 	 	 	 	 	 
	Date
	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Terri Feely	 	 
	

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Its:
	 	VP, HR	 	 
	

	 	 	 	 	 	 	 	 





Acknowledged and Accepted:



I HEREBY ACKNOWLEDGE THAT I HAVE BEEN GIVEN SUFFICIENT OPPORTUNITY TO CONSIDER ALL THE
PROVISIONS OF THIS AGREEMENT, THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE
PROVISIONS OF THIS AGREEMENT, THAT I HAVE FREELY AND VOLUNTARILY AGREED TO ALL THE TERMS
AND CONDITIONS OF THE AGREEMENT, AND THAT I ACCEPT THIS AGREEMENT AS MY OWN FREE ACT BY
SIGNING BELOW:




	 	 	 	 	 	 	 
	29 Apr 2005

	 	 	 	Vincent Gwiazdowski	 	 
	 

	 	 	 	 	 	 
	Date

	 	 
	 	Employee