EXHIBIT 10.2
Quad Systems Corporation
2405 Maryland Road
Willow Grove, PA 19090
March 31, 1998
HAND DELIVER
Mr. Joseph Gasper
2 Candlelight Drive
Edgewater Park, NJ 08010
Re: Severance Agreement and General Release
Dear Joe:
As you know, we would like to resolve all aspects of your separation from Quad
Systems Corporation (the "Company") on an amicable basis. To meet those goals,
we propose the following:
A. Your employment with the Company will terminate effective March 31,
1998 without cause. You hereby resign as Senior Vice-President, Operations of
the Company and as any other officer of the Company or any of its subsidiaries
or affiliates.
2. In consideration for your General Release set forth below in
Paragraph 4, and in compliance with the Company's Executive Severance Pay Plan
effective January 26, 1996 attached hereto (the "Plan"), the Company shall:
(a) Pay you your current base rate through the close of business, Friday, 3
April 1998, in accordance with the Company's normal payroll practices.
(b) Pay you the gross amount of $2,575 per week, less usual withholding, for a
period of thirty (30) weeks, in accordance with the Company's normal
payroll practices, subject to the terms and conditions of the Plan,
pursuant to which these payments are made.
(c) Pay the cost of your coverage in the Company's group health and dental
program during the period in which payments are made under Paragraph 2(b)
above on the same basis as for employees of the Company. Your usual
contribution for coverage will be due from you during this period. Your
coverage shall be pursuant to terms, conditions and requirements of the
Consolidated Omnibus Budget Reconciliation Act ("COBRA").
3. Regardless of whether you enter into this letter agreement:
(a) You have the right to continue participation in the Company's group health
and dental program at your expense pursuant to and subject to the
requirements and limitations of COBRA. (You will receive notification of
your COBRA rights under separate cover.)
Mr. Joseph Gasper
March 31 1998
Page 3
(b) All other benefits coverage will cease immediately. You will be provided
with information describing any rights you may have to convert from group
to individual coverage.
(c) You will receive two (2) weeks' severance pay. No bonus, commission,
options, or other compensation or benefits are or will become due.
4. In consideration for the Company's undertakings set forth above in
Paragraph 2 above, intending to be legally bound, you ("Employee") release and
forever discharge the Company, its past, present and future officers, directors,
attorneys, employees, owners, subsidiaries, divisions, affiliates, and agents
and their respective successors and assigns (collectively "Releasees"), jointly
and severally, from any and all actions, charges, causes of action or claims of
any kind (collectively, "Claims"), known or unknown, which you, your heirs,
agents, successors or assigns ever had, have or thereafter may have against
Releasees arising out of any matter, occurrence or event existing or occurring
prior to the execution of the General Release, including without limitation: any
claims relating to or arising out of Employee's employment with and/or
termination of employment with the Company; any claims for unpaid or withheld
wages, severance, benefits, commissions, bonuses and/or other discrimination
and/or harassment based on age, sex, race, religion, color, creed, disability,
handicap, citizenship, national origin, sexual preference or any other factor
prohibited by federal, state or local law (such as the Age Discrimination in
Employment Act, the Americans with Disabilities Act, Title VII of the Civil
Rights Act of 1964, as amended, and the Pennsylvania Human Relations Act); any
whistleblower and/or retaliation claims; and/or any claims under the Employee
Retirement Income Security Act; and/or any common law claims, including, but not
limited to, breach of contract, negligence, libel, breach of covenant of good
faith and fair dealing, slander, fraud, wrongful discharge, promissory estoppel,
equitable estoppel and misrepresentation.
5. You agree that at all times the existence, terms and conditions of
this Agreement will be kept secret and confidential and will not be disclosed
voluntarily to any third party, except to the extent required by law, to enforce
the Agreement or to obtain confidential legal, tax or financial advice with
respect thereto.
6. You agree to pay any and all federal, state and local taxes assessed
against you with respect to any consideration received pursuant to this
Agreement to the extent not already withheld.
7. You acknowledge and agree that the money and other benefits you will
receive under Paragraph 2 above are in accordance with the Plan and otherwise
are in excess of the money and benefits to which you otherwise would be
entitled, and that the amount of such excess is sufficient consideration to
support the General Release in Paragraph 4 above and all other commitments in
this Agreement.
8. This Agreement and the Plan embody the complete understanding and
agreement between the parties hereto and supersedes any and all prior agreements
between the parties, oral or written, express or implied.
9. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania. You expressly waive any rule or
custom requiring construction against the drafter of the document.
10. If any provision of this Agreement is deemed unlawful or
unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
11. You agree and represent that: (a) you have read carefully the terms
of this Agreement, including the General Release; (b) you have had an
opportunity to and have been encouraged and advised to review this Agreement,
including the General Release, with an attorney of your choice, at your expense
regarding the meaning and binding effect of each term of this Agreement prior to
executing this Agreement; (c) you understand the meaning and effect of the terms
of this Agreement, including the General Release; (d) you were given not less
than twenty-one (21) days from today to determine whether you wished to enter
into and execute this Agreement, including the General Release; (e) the entry
into and the execution of this Agreement, including the General Release, is of
your own free and voluntary act without compulsion of any kind; (f) no promise
or inducement not expressed herein has been made to you; and (g) you agree that
any changes to this Agreement, whether material or immaterial, will not restart
the 21 day period described above.
12. Please note that if you sign this Agreement, you will retain the
right to revoke it for seven (7) days. The Agreement shall not be effective
until the revocation period has expired. To revoke this Agreement, you must send
a certified letter to the Board of Directors, Quad Systems Corporation, 2405
Maryland Road, Willow Grove, PA 19090, Attn: David H. Young.
If you agree with the proposed terms set forth above, please sign this letter
indicating your understanding and agreement.
QUAD SYSTEMS CORPORATION
By: /s/David Young
David H. Young, Director
AGREED, UNDERSTOOD AND ACCEPTED:
/s/ Joseph Gasper
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Joseph Gasper
April 6, 1998
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Date