EXHIBIT 10.13(x)
RELEASE AND SETTLEMENT AGREEMENT
This Settlement Agreement and Release Of All Claims (hereinafter
"Agreement") dated the 4th day of December, 2001, is made by and among
Lucy Staley (hereinafter "EXECUTIVE") and TransAct Technologies, Inc.
(hereinafter the "COMPANY"), all of the COMPANY's past, present and future
directors, officers, administrators, agents, servants, representatives,
employees, former members, and any person acting thereby, through, under,
or in concert with any of them, in light of the following circumstances:
WHEREAS, EXECUTIVE is employed by the Company as a Senior Vice President
and General Manager; and
WHEREAS, EXECUTIVE and the COMPANY have previously entered into a
Severance Agreement dated the 31st day of July, 1996; and
WHEREAS, said Severance Agreement obligated the COMPANY to provide
EXECUTIVE with a severance package upon terminating EXECUTIVE's employment; and
WHEREAS, the COMPANY and EXECUTIVE are desirous of maintaining said
Severance Agreement's terms and conditions as a general matter but wish to
modify the specific terms of the severance package that EXECUTIVE will receive
from the COMPANY upon the COMPANY's termination of her employment in order to
reflect the mutual understanding they have now reached as to those terms of the
severance package; and
WHEREAS, said Severance Agreement obligated EXECUTIVE to execute a General
Release of any and all claims which EXECUTIVE might have against the COMPANY as
a condition precedent to EXECUTIVE's receipt of any severance package or
payments; and
WHEREAS, the COMPANY and EXECUTIVE are also desirous of EXECUTIVE
continuing in employment with the COMPANY until March 1, 2002;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, EXECUTIVE and the COMPANY, acting of their own free will,
hereby agree as follows:
1. The COMPANY and EXECUTIVE hereby incorporate by reference the Severance
Agreement they entered into dated July 31st, 1996, as if more fully set forth
herein. The COMPANY and EXECUTIVE acknowledge and agree that, except as set
forth in Section 2 of this Agreement the Severance Agreement of July 31st, 1996
continues in full force and effect.
2. EXECUTIVE and the COMPANY agree that Sections 3, 4, 5 and 6 of this
Agreement are entered into by EXECUTIVE and the COMPANY in substitution for any
severance package, payment or benefit of any kind set forth in the Severance
Agreement of July 31st, 1996. EXECUTIVE hereby acknowledges and agrees that any
and all provisions of the Severance Agreement of July 31st, 1996 regarding the
COMPANY's obligation to provide any severance package, payment or benefit of any
kind are hereby rendered null and void.
3. (a) The COMPANY will pay EXECUTIVE a severance benefit commencing March
1, 2002, upon EXECUTIVE's separation from employment with the COMPANY on that
date. The COMPANY shall pay the severance benefit as follows: (i) for a ten (10)
month period after EXECUTIVE's separation from employment, March 2002 through
December 2002 (the "severance period"), payment on the first business day of
each month in the severance period of an amount equal to one-twelfth (1/12) of
EXECUTIVE's then current annual base salary; (ii) payment on the first business
day of each month in the severance period of an amount equal to one-twelfth
(1/12) of EXECUTIVE's annual target bonus amount under the "TransAct Executive
Incentive Compensation Plan", incorporated by reference within the
Severance Agreement of July 31st, 1996. Calculation of the bonus amount shall be
based on the COMPANY's October, 2001 notification and not the EXECUTIVE's March
1, 2002 separation from employment date. The COMPANY shall issue a W-2 form to
EXECUTIVE in connection with the payments described herein.
(b) COMPANY will pay EXECUTIVE her then current total accrued but
unused vacation time as of March 1, 2002. The COMPANY will pay this amount in a
lump sum on the first business day after March 1, 2002 and shall issue a W-2
form to EXECUTIVE in connection with such payment.
4. The COMPANY shall continue to provide to EXECUTIVE the same group
health insurance benefits (medical, dental, vision), life insurance benefit
(including individual supplemental life policy) and Long Term Disability
insurance benefit (including individual supplemental "LTD" policy) that it
provided to her during her period of employment with the COMPANY during the
severance period. For those benefits toward which the EXECUTIVE currently
contributes, the COMPANY shall provide such benefits to the EXECUTIVE during the
severance period at the same cost to the EXECUTIVE as that charged regular
active employees of similar position status. For those benefits toward which the
EXECUTIVE does not currently contribute, the COMPANY will continue to provide
such benefits to the EXECUTIVE at no cost to the EXECUTIVE during the severance
period. At the expiration of the severance period the COMPANY shall provide to
EXECUTIVE such notice of access to continuation of benefits as is required by
law.
5. The COMPANY will take such actions as are necessary with respect to
stock options and restricted stock that the COMPANY granted to EXECUTIVE during
her employment with the COMPANY in order to accelerate their vesting so that all
such outstanding stock options and restricted stock are one-hundred percent
(100%) vested no later than March 1, 2002.
6. (a) As a further benefit to EXECUTIVE, the COMPANY will pay an
out-placement firm mutually agreed upon by EXECUTIVE and the COMPANY to provide
EXECUTIVE professional out-placement services commencing not later than March 1,
2002. EXECUTIVE acknowledges that the COMPANY's obligation is limited to the
payment actually provided to the mutually agreed upon out-placement firm for its
standard professional out-placement services and assistance as described in
materials from that firm, which materials the COMPANY will obtain and shall
provide to EXECUTIVE for her consideration upon request.
(b) The COMPANY's Chief Executive Officer and its Chief Financial
Officer shall each provide EXECUTIVE with a letter of recommendation for
EXECUTIVE's use in seeking future employment. The COMPANY shall provide
EXECUTIVE these letters not later than March 1, 2002.
(c) The COMPANY consents to EXECUTIVE commencing and conducting job
searches following the execution of this Agreement and in the months preceding
March 1, 2002. EXECUTIVE agrees that such searches must be conducted in a
reasonable fashion, and limited to a reasonable amount of time, so as not to
detract from EXECUTIVE's ongoing obligation to carry out her duties as Senior
Vice President and General Manager up to her separation from employment with the
COMPANY on March 1, 2002.
7. EXECUTIVE shall continued to be employed by the COMPANY and shall
continue to serve as Senior Vice President and General Manager until March 1,
2002. EXECUTIVE acknowledges and agrees that during her period of ongoing
employment with the COMPANY following execution of this Agreement she will carry
out her duties to the best of her ability and in conformance with all policies
and procedures of the COMPANY. EXECUTIVE further acknowledges and agrees that
she will undertake all necessary efforts to effect a professional and effective
transition and transfer of her knowledge and experience to the COMPANY or its
designee(s)
during this time period. EXECUTIVE shall separate from her employment with the
COMPANY effective March 1, 2002.
8. With exception of the substitute severance payments described in
Section 3 of this Agreement, the insurance benefits described in Section 4 of
this Agreement, the acceleration of Stock Options described in Section 5 of this
Agreement, and the outplacement and related job search benefits described in
Section 6 of this Agreement, EXECUTIVE expressly acknowledges that she is not
entitled to any payments, benefits, assistance or compensation, in any form for
any reason, from the COMPANY other than her regular salary and benefits during
her continuation of employment up to March 1, 2002.
9. EXECUTIVE acknowledges that she would not be entitled to the substitute
severance payments described in Section 3 of this Agreement, the insurance
benefits described in Section 4 of this Agreement, the acceleration of Stock
Options described in Section 5 of this Agreement, and the outplacement and
related job search benefits described in Section 6 of this Agreement, if she did
not enter into this Agreement. COMPANY acknowledges that EXECUTIVE would not
otherwise release the potential claims hereinafter set forth but for her receipt
of such payments, insurance benefits, acceleration of Stock Options and
outplacement and related job search benefits.
10. For and in consideration of the payments described in this Agreement,
EXECUTIVE, for herself, and for her heirs, executors, administrators, successors
and assigns, knowingly releases and forever discharges the COMPANY from any and
all claims, demands, obligations, damages, liabilities and causes of action,
including, but not limited to claims and causes of action for wrongful
discharge, tort, defamation, breach of any contract (including but not limited
to grievances under any applicable collective bargaining agreement) whether
express or implied, misrepresentation, breach of the duty of good faith and fair
dealing, the negligent or intentional infliction of
emotional distress, and causes of action and claims under any and all New York
and Connecticut Workers' Compensation statutes or regulations, Title VII of the
Civil Rights Act of 1964, 42 U.S.C. sections 2000e et. seq., the Civil Rights
Act of 1991, 42 U.S.C. sections 1981, et. seq., Section 1983 of the Civil Rights
Act, 42 U.S.C. section 1983, any and all New York and Connecticut Fair
Employment Practices and/or Discriminatory Practices statutes and regulations,
the Americans with Disabilities Act, 42 U.S.C. sections 12101 et. seq., the Age
Discrimination in Employment Act, 29 U.S.C. sections 621 et. seq., the Employee
Retirement Income Security Act, 29 U.S.C. sections 1132, et seq., the Family and
Medical Leave Act of 1993, 29 U.S.C. sections 2601 et seq., any and all New York
and Connecticut Family and Medical Leave statutes or regulations, the Fair
Credit Reporting Act, 15 U.S.C. sections 1681, et seq., any and all New York and
Connecticut Whistle Blowers' Protection statutes or regulations, any and all New
York and Connecticut statutes or regulations concerning the payment of wages,
the Fair Labor Standards Act, 29 U.S.C. sections 201 et seq., and all other
federal, state and local laws, ordinances or regulations, in law or in equity,
which EXECUTIVE now has or ever had against the COMPANY, for any losses,
injuries or damages (including but not limited to back pay, front pay,
liquidated, compensatory or punitive damages, attorneys' fees and litigation
costs), resulting from and/or arising out of or in any way connected with
EXECUTIVE's employment by the COMPANY or her separation from such employment.
11. The COMPANY and EXECUTIVE agree that they will not publish, publicize
or disseminate, or cause to be published, publicized or disseminated, in any
manner, the terms or contents of this Agreement to any third person, including,
but not limited to, any current or former COMPANY employee, except EXECUTIVE's
spouse, legal counsel and tax preparer, and as may be required to effectuate the
terms of this Agreement.
12. EXECUTIVE and the COMPANY further understand and agree that this
Agreement does not constitute any admission by the COMPANY that the COMPANY is
in any way liable to EXECUTIVE or that the COMPANY harmed or damaged EXECUTIVE
or violated any rights she may have or in any respect treated her unfairly or
unlawfully.
13 (a) The COMPANY and EXECUTIVE expressly acknowledge that they will not
make any claim or demand and each of them hereby waives any rights any of them
may now have or may hereafter have or claim to have, based upon any alleged oral
alteration, amendment, modification or any other alleged change in this
Agreement; and that the validity, effect and operation of this Agreement shall
be determined by the laws of the State of Connecticut; and that there is no
written or oral understanding or agreement between them that is not recited
herein.
(b) The COMPANY and EXECUTIVE expressly agree and consent to the
jurisdiction of a competent court in Connecticut to hear any dispute arising out
of this Agreement.
14. Except as provided otherwise in this Agreement, if any of the
provisions, terms or clauses of this Agreement are declared illegal,
unenforceable or ineffective in a legal forum or by operation of law, those
provisions, terms and clauses shall be deemed severable, such that all other
provisions, terms and clauses of this Agreement shall remain valid and binding
upon both parties.
15. EXECUTIVE affirmatively states that she has been advised of her right
to consult with an attorney in order to consider the provisions of this
Agreement, and, specifically with reference to her release of any and all claims
under the Age Discrimination in Employment Act, 29 U.S.C. sections 621 et. seq.,
that she was afforded up to twenty-one (21) days to consult with an attorney and
to consider this Agreement, and that if she signs the Agreement prior to the
expiration of such twenty-one (21) days, she does so voluntarily and of her own
free will.
16. Should EXECUTIVE commence or prosecute any action or proceeding
contrary to the provisions of this Agreement, she agrees to indemnify COMPANY
for all costs, including court costs and reasonable attorneys' fees, incurred by
COMPANY in the defense of such action or in establishing or maintaining the
application or validity of this Agreement or the provisions thereof, to the
extent allowed by applicable law.
17. This Agreement shall not become effective or enforceable until seven
(7) days following its execution by EXECUTIVE. Prior to the end of this seven
(7) day period, EXECUTIVE may revoke her assent to this Agreement.
18. COMPANY and EXECUTIVE affirmatively state that they have a full
understanding of the contents of the Agreement and the effects thereof, and that
they have executed the same voluntarily and of their own free will, without any
coercion.
IN WITNESS WHEREOF, the aforementioned parties, intending to be legally
bound hereby, have executed this Agreement.
LUCY STALEY
/s/ Lucy H. Staley
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STATE OF NEW YORK
: ss: Date:
COUNTY OF _______)
Personally appeared LUCY STALEY, Signer of the foregoing Instrument, and
acknowledged the same to be her free act and deed before me.
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Notary Public/Commissioner of the
Superior Court
TransAct Technologies, Inc.
By: /s/ Richard L. Cote
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Richard L. Cote
STATE OF CONNECTICUT
: ss: Date:
COUNTY OF _________)
Personally appeared Richard L. Cote, EVP and CFO of TransAct Technologies,
Inc., Signer of the foregoing Instrument, and acknowledged the same to be his
free act and deed on behalf of TransAct Technologies, Inc.
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Notary Public/Commissioner of
the Superior Court
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement (hereinafter "Agreement") dated the 23rd day
of January, 2002, is made by Lucy Staley (hereinafter "EXECUTIVE") and TransAct
Technologies, Inc. (hereinafter the "COMPANY"), is an addendum to the Settlement
And Release Agreement dated December 4, 2001. The Parties mutually agree that
Executive's employment will cease on February 1, 2002 (rather than March 1, 2002
as previously agreed), resulting in an additional 4 weeks of severance. As such,
Paragraphs 3, 5, 6, 7 and 8 of the Settlement And Release Agreement are modified
only to the extent stated below. All other text and language of the original
December 4, 2001 Agreement shall remain unchanged.
Paragraph 3.a.
The Company will pay Executive a severance benefit commencing February 1, 2002,
upon Executive's separation from employment with the Company on that date. The
Company shall pay the severance benefit as follows: "(i) for an 11 month period
after Executive's separation from employment, February, 2002 through December
2002 (the "Severance period"), payment on the first business day of each month
in the severance period of an amount equal to one-twelfth (1/12) of Executive's
then current annual base salary; and, (ii) bonus pay under the "TransAct
Executive Incentive Compensation Plan" totaling $30,927.92 (calculated at 10/12
of 25% of current annual base salary of $148,454), paid in 11 essentially equal
monthly installments of $2811.63 on the first of each month, beginning February
1, 2002 through December 1, 2002.
Paragraphs 3.b., 5, 6.a., 6.c., 7 and 8
References to "March 1, 2002" in the original agreement are now changed to
"February 1, 2002".
The aforementioned parties, intending to be legally bound hereby, have executed
this Agreement.
LUCY STALEY
/s/ Lucy H. Staley
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TransAct Technologies, Inc.
By: /s/ Richard L. Cote
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Richard Cote