EX-10.1



 




Exhibit
 10.1




July 28, 2005




 





			
	Re:	 	Separation and Release Agreement






Dear Mr. Nuti:




This letter sets forth certain terms and conditions relative to your separation from your
employment with Symbol Technologies, Inc., including its subsidiaries and affiliated
corporations, and their respective current and former directors, officers, employees, agents and
assigns (“Symbol” or the “Company”).



Your resignation as an officer and director of the company will be effective August 1, 2005.
Your resignation from Symbol’s employ, will be effective August 6, 2005. The Company hereby
agrees to waive the sixty (60) day notice period requirement in Section 6(a)(vi) of your Employment
Agreement with the Company dated March 31, 2004 (the “Employment
Agreement”), consents to you joining, and does not and will not assert any rights under Section
9(a) of the Employment Agreement as a result of you joining NCR.



In exchange for the Company providing you with the aforementioned waiver and consent, you
hereby waive all claims against the Company and unconditionally and irrevocably release and
discharge the Company from liability for any claims or damages that you have or may have against
it, its current and former directors, officers, employees, agents and assigns up to the
moment this Agreement becomes fully executed, regardless of whether those claims are known
or unknown including, but not limited to, any claims for wages, severance, bonuses or benefits



 









 







(except as specifically provided for herein), or any other claims whatsoever arising during
or, in whole or in part, out of your employment relationship with the Company, or violations of any
federal, state or local fair employment statute, executive order, ordinance, law or regulation,
including Title VII of the Civil Rights Act, the Rehabilitation Act of 1973, the Americans With
Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’
Benefit Protection Act, the New York State Human Rights Law, or any other potentially
applicable employment or labor law, or any other rule of law or common law including, but not
limited to those concerning possible torts, express or implied contract, the implied covenant of
good faith and fair dealing, public policy, or other obligations. Other than with respect to any
rights to which you may be entitled under the federal Age Discrimination in Employment Act,
you also agree not to initiate any administrative or legal action against the Company to assert
such claims. Moreover, to the extent any such action is brought by you or on your behalf by any
third party, you agree to waive all claims to monetary relief or damages of any kind, including
attorneys’ fees and costs. You understand that the fact of this agreement and/or the agreement to
pay or the payment of the consideration described herein does not constitute an admission by the
Company that it has violated any such law or legal obligation. In consideration of the
Company’s commitments in the second paragraph of this letter, you agree that you will sign a
release containing the same language as the language in this paragraph on or about August 6,
2005.



The foregoing release does not apply to any rights of indemnification or to directors and officers
liability insurance coverage you may have. In addition, Section 7(a) of the Employment
Agreement shall apply. Sections 7(b), 7(c), 7(d), 7(e) and 8 of the Employment Agreement shall



 









 







not
apply and you acknowledge and agree that you shall not, as of the date hereof or at any time
hereafter, be entitled to receive any payment or benefit under such Sections 7(b), 7(c), 7(d),
7(e) or 8 of the Employment Agreement in connection with your termination of employment or
otherwise. With regard to option grants you acknowledge that any vested options you have need to be
exercised prior to your last day of employment and shall expire upon such termination of
employment. You acknowledge that you shall continue to be subject to all of the continuing
obligations to the Company set forth in Section 9 of the Employment Agreement (including without
limitation the obligations set forth in Sections 9(b), 9(c) and 9(e) of the Employment Agreement),
except as specifically set forth in the second sentence of the second paragraph above relating to
your employment by NCR.



You acknowledge that you may take up to twenty-one (21) days to consider the terms of this
Agreement. You also acknowledge that you were advised by Symbol to discuss the terms of this
Agreement with your attorneys prior to signing this Agreement. You further acknowledge that
you are entering into this Agreement, freely, knowingly, and voluntarily, with a full understanding
of its terms and that you will have seven (7) days to revoke this Agreement after executing the
same by notifying the undersigned in writing during this seven-day period. Except
as set forth herein, this constitutes the entire agreement between us regarding the subject matter
hereof. This Agreement may not be changed or altered, except by a writing signed by you and
the Company. This Agreement is entered into in the State of New York and the laws of the State
of New York will apply to any dispute concerning it, without regard to its conflicts of law
provisions. If any clause of this Agreement should ever be determined to be unenforceable, it is



 









 







agreed that this will not affect the enforceability of any other clause or the remainder of this
Agreement.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sincerely,	 	 	 	 
	 
	 	 	 	 	 	 
	SYMBOL TECHNOLOGIES, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Robert J. Chrenc	 	 	 	 
	 

	 	 	 	 	 	 
	Its:

	 	CHAIRMAN OF THE BOARD	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Symbol Technologies, Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	AGREED AND ACCEPTED:	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ William Nuti
	 	Date:
	 	7-28-05
	 

	 	 
	 	 	 	 
	 

	 	William Nuti