and present, and, except to the extent specifically
provided herein, all employee benefit plans sponsored by S&S (collectively, the
"S&S Parties" and each individually, an "S&S Party"), individually and
collectively, from all claims and causes of action and damages, if any, he has
or may have against S&S and/or any of the S&S Parties; and
WHEREAS, S&S desires to release Employee from all claims or causes of action, if
any, it may have against Employee; and
WHEREAS, Employee and S&S therefore desire to establish their respective rights
and obligations for the future.
NOW, THEREFORE, in consideration of the following mutual covenants and promises,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Employee and S&S hereby agree as follows:
1.
RESIGNATION:
EMPLOYEE HEREBY RESIGNS
FROM HIS POSITIONS AS SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
TREASURER OF THE COMPANY. EMPLOYEE AND S&S AGREE, HOWEVER, THAT HE SHALL
CONTINUE TO BE AN EMPLOYEE OF THE COMPANY AT HIS CURRENT SALARY RATE TO AND
THROUGH THE SEPARATION DATE AT WHICH TIME HIS EMPLOYMENT SHALL AUTOMATICALLY
TERMINATE. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS NO AUTHORITY TO AND WILL
NOT ACT FOR ANY OF THE S&S PARTIES IN ANY CAPACITY ON OR AFTER THE SEPARATION
DATE AND WILL NO LONGER BE IN CHARGE OF THE COMPANY'S FINANCIAL AFFAIRS AFTER
THE DATE HEREOF. EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT S&S HAS TO DATE
FULLY PAID HIS REGULAR SALARY AS IT HAS BECOME PAYABLE TO DATE, LESS CUSTOMARY
WITHHOLDING FOR TAXES AND APPLICABLE DEDUCTIONS, AND THAT SUCH PAYMENT IS IN
FULL SATISFACTION OF ALL WAGES (OTHER THAN VACATION PAY) OWED HIM BY S&S AS OF
THE DATE HEREOF.
2.
CONSIDERATION:
IN CONSIDERATION FOR
EMPLOYEE'S TERMINATION PURSUANT TO THIS AGREEMENT AND HIS OTHER PROMISES MADE
HEREIN AND IN FULL SATISFACTION OF ALL (I) ALL AMOUNTS APPLICABLE TO PAYMENT FOR
THE NON-COMPETITION AGREEMENTS OF EMPLOYEE CONTAINED IN SECTION 6 OF THIS
AGREEMENT, AND (II) ALL AMOUNTS OWED AND EARNED BY REASON OF EMPLOYEE'S
CONTRIBUTION TO THE COMPANY IN THE MANAGEMENT OF THE AFFAIRS OF THE COMPANY AND
IN THE COMPANY'S SUCCESSFUL EFFORTS LEADING TO THE PENDING SALE OF THE DIVISIONS
TO ANSARY, THE COMPANY AGREES TO PAY EMPLOYEE THE AGGREGATE AMOUNT OF $974,000
(THE "ADDITIONAL COMPENSATION").
2
The payment of the Additional Compensation is subject to the following
conditions having been met and the Additional Compensation will not be made
unless such conditions are satisfied:
A.
THE CLOSING OF THE SALE OF THE
DIVISIONS (THE "CLOSING") SHALL HAVE OCCURRED PRIOR TO JANUARY 31, 2006; AND
B.
EMPLOYEE SHALL HAVE CARRIED OUT HIS
DUTIES AND RESPONSIBILITIES DURING THE TRANSITION PERIOD IN GOOD FAITH AND WITH
APPROPRIATE CARE AND ATTENTION AS REASONABLY DIRECTED BY THE COMPANY'S PRESIDENT
AND CHIEF EXECUTIVE OFFICER;
C.
EMPLOYEE SHALL HAVE SATISFIED HIS
COOPERATION OBLIGATIONS SPECIFIED IN SECTION 13; AND
D.
A CHANGE IN CONTROL SHALL HAVE OCCURRED
BY DECEMBER 31, 2006.
The Additional Compensation shall be paid to Employee on the later of (1) the
day