Exhibit 10.9
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (also referred to herein as "Agreement") is made
and entered into by and between RONALD L. DEVINE for himself, his dependents,
heirs, executors, administrators, successors and assigns (hereinafter
collectively referred to as "Employee") and BUCKHEAD AMERICA CORPORATION, and
THE LODGE KEEPER GROUP, INC., and their subsidiaries, parents, affiliates, and
related entities, and their agents, employees, representatives, attorneys,
officers, directors, owners, shareholders, insurers, predecessors, successors,
assigns, and employee benefit plans (hereinafter collectively referred to as
"Employer").
W I T N E S S E T H
R-1. Employee and Employer entered into an Employment Agreement dated May
8, 1997, as later amended and modified by a First Amendment, dated January 4,
2000 (hereinafter referred to collectively as the "Employment Agreement"); and
R-2. Employee and Employer are terminating their employment relationship
and the Employment Agreement by mutual agreement, and desire to enter into this
Termination Agreement to reflect certain obligations, representations and
promises between them.
NOW THEREFORE, in consideration of the representations, warranties,
covenants, promises and releases herein contained, it is agreed as follows:
1. The recitals set forth above are incorporated herein as true and
accurate.
2. Payments and Credits
(a) Payment in Lieu of Notice
Employee, pursuant to Section 4(a)(3) of the Employment
Agreement, is entitled to receive thirty (30) days prior written notice of
termination, but Employee hereby agrees to accept the payment of the sum of Ten
Thousand, Four Hundred Fifty-Eight Dollars and Thirty-Three Cents ($10,458.33),
which represents an amount equivalent to one month's base salary, in lieu of
such thirty (30) days prior written notice. Employee acknowledges that such
payment shall have all legally-required withholdings and deductions subtracted
therefrom before it is paid to him.
(b) Severance Payment
Employee is also entitled to receive, pursuant to Section 4(b)(3)
of the Employment Agreement, severance pay in an amount equal to the Base Salary
that Employee would have earned from the Date of Termination to the first
anniversary of such Date of Termination, which amount totals to One Hundred
Twenty-Five Thousand and Five Hundred Dollars ($125,500). Employee hereby agrees
and acknowledges that this amount represents the Gross Severance Payment Due to
Employee under the Employment Agreement, but that Employer shall deduct from
such Gross Severance Payment Due to Employee all legally-required withholdings
and deductions, such as state and federal income taxes, FICA, and Medicare.
Employee further agrees and acknowledges that, after such deductions and
withholdings, the Net Severance Payment Due to Employee is Eighty-Nine Thousand,
Four Hundred Eighty-Three Dollars and Forty-Three Cents ($89,483.43).
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(c) First Note
Employee further acknowledges and agrees that he has a balance
currently due to Employer under a Promissory Note from Employee to Employer,
dated May 8, 1997, in the original face amount of Two Hundred Fifty Thousand
Dollars ($250,000) (hereafter referred to as the "First Note") of:
Principal: $156,705.35
Accrued Interest: 19,588.17
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Total Due on First Note: $176,293.52
(d) Credit of Net Severance Pay Against First Note
Employee further acknowledges and agrees that the Net Severance
Payment Due Employee shall be credited by Employer to Employee by applying said
amount against the Total Due on First Note, as follows:
Total Due on First Note: $176,293.52
Net Severance Payment Due Employee: 89,483.43
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First Remaining Amount Due on
First Note: $86,810.09
(e) Credit of Holdback Stock Against First Note
Employee further agrees and acknowledges that Employer currently
holds in escrow for Employee, pursuant to a Holdback Agreement, executed on or
about May 8, 1997, by Employer and Employee, Three Thousand Two Hundred and
Twenty-One (3,221) shares of stock in Buckhead America Corporation (hereinafter
referred to as the "Holdback Stock"). Employee hereby stipulates and agrees that
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the fair market value of said Holdback Stock is Four Dollars and Fifty Cents
($4.50) per share, for a total fair market value of Fourteen Thousand, Four
Hundred Ninety-Four Dollars and Fifty Cents ($14,494.50). Employee also agrees
and acknowledges that Employer shall cancel any and all stock certificate(s)
representing said Holdback Stock of Employee, and Employee agrees to sign any
and all such agreements, documents and authorizations as may be necessary to
allow Employer to cancel such stock certificate(s) representing the Holdback
Shares. Employer shall then apply the agreed fair market value of said Holdback
Shares to the First Remaining Amount Due on First Note as follows:
First Remaining Amount Due on
First Note:.............................. $86,810.09
Fair Market Value of Cancelled
Holdback Shares:......................... 14,494.50
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Second Remaining Amount Due on
First Note:.............................. $72,315.59
(f) Selling of Original Stock, Payment of Stock Loan, Payment of
Balance Due
Employee further represents and warrants that as of October 30,
2000, he also owned an additional 51,131 shares of stock in Buckhead America
Corporation (hereinafter referred to as the "Original Stock"), and that he owned
all title and interest in said Original Stock and that such Original Stock was
and is unpledged and unencumbered, except for a purchase loan he made against
said Original Stock, in the amount of approximately One Hundred and Five
Thousand Dollars ($105,000) (hereinafter referred to as the "Stock Loan").
Employee agrees and covenants that he has sold (since October 30, 2000), and
that he will continue to sell his Original Stock, as soon as reasonably and
legally possible, until he sells all of it, and that the proceeds of the sale of
such Original Stock, after paying off the Stock Loan and any reasonable and
necessary transaction costs and commissions (not to exceed 1.75 per cent of the
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sales price), shall be paid immediately to Employer, and shall be applied by
Employer to the Second Remaining Amount Due on First Note ($72,315.59), until
such amount is paid in full, plus all accrued interest on such amount which
shall accrue from the Effective Date of this Agreement until paid in full at the
rate of ten per cent per annum (10%). Employee further agrees to execute an
agreement pledging and assigning all of the proceeds from the sale of his
Original Stock (after payment of the Stock Loan and the above-referenced
commission) to Employer in order to satisfy the Second Remaining Amount Due on
the First Note, plus all accrued interest, and to execute any other documents
reasonably necessary to secure an interest in the proceeds for the benefit of
Employer.
If the proceeds of the sale of the Original Stock are sufficient
to pay off the Stock Loan, and the Second Remaining Amount Due on the First
Note, plus all accrued interest, then the Employee may keep the remaining
balance of the proceeds. If the proceeds of the sale of the Original Stock are
not sufficient to pay the Stock Loan and the Second Remaining Amount Due on the
First Note, plus all accrued interest, the Employee will remain obligated to pay
to Employer the remaining balance due on the Second Remaining Amount Due on the
First Note, plus any and all accrued interest under the Note, until paid in
full.
(g) Timing of Payment to Employee
Employer will pay to Employee the Payment in Lieu of Notice (as
described in Section 2(a)), plus the Vacation Pay and Salary Through Termination
Date (as described in Section 3), plus the Additional Consideration for Release
of Age Discrimination Claim (as described in Section 11), in three equal
payments, the first of which shall be paid within five (5) business days after
the Effective Date of this Agreement, and the second of which shall be due
thirty-five (35) days after the Effective Date of this Agreement, and the third
of which shall be due sixty-five (65) days after the Effective Date of this
Agreement. All of these payments will be subject to all legally-required
withholdings and deductions.
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3. Vacation Pay and Salary Through Date of Termination
Employer shall pay to Employee all earned and accrued but unused Vacation
Pay, which the parties stipulate to be: Twenty Thousand, Three Hundred
Ninety-Three Dollars and Seventy-Five Cents ($20,393.75), before the application
of all legally-required deductions and withholdings.
4. Date of Termination
Employee hereby accepts the inclusion of one month's Base Salary in the
Severance Payment delineated above in lieu of the thirty (30) days prior written
notice described in Section 4(a)(3) of the Employment Agreement, and in
consideration therefor, hereby expressly waives that notice requirement, and
acknowledges and agrees that the Date of Termination shall be October 30, 2000.
5. Releases
Employee hereby knowingly and voluntarily, fully, finally, and forever
releases, remises, waives, and discharges Employer of and from any and all
federal, state or local claims, demands, charges, actions, causes of actions,
suits, damages, liabilities, losses and expenses, of any and every nature
whatsoever, known or unknown, actual or potential, suspected or unsuspected,
fixed or contingent, arising as a result of any actions or omissions of Employer
occurring from the beginning of time through the Effective Date of this
Agreement. Specifically included in this release, remise, waiver and discharge
are, among other things, any and all claims for employment discrimination,
harassment, and retaliation, any claims for alleged underpayment of wages and
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employment benefits incurred during or as a result of the employment
relationship between Employee and Employer, and including, specifically, any
claims arising from that employment relationship or under the Employment
Agreement, or the termination of that employment relationship and the Employee
Agreement, or otherwise under the Age Discrimination in Employment Act, Title
VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the
Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act,
the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. ss. 1981, the Family
and Medical Leave Act, any and all amendments to said Acts, or any other
federal, state or local statute, rule or regulation relating to employment
rights, as well as any claims for alleged wrongful discharge, strict liability,
negligence, intentional infliction of emotional distress, tort liability, breach
of contract, tortious interference with contractual relations, fraud, or any
other alleged unlawful behavior, conduct, or omissions, the existence of which
is denied by Employer. Additionally, Employee agrees to release, remise, waive
and discharge Employer of and from any and all of the aforementioned claims upon
which Employee may have a right to recover in any lawsuit or claim brought by
any other person on Employee's behalf or which includes Employee in any class.
Nothing in the above release, remise, or waiver and discharge, however, is
intended to waive any of the Employee's entitlement to any already-vested
benefits under any applicable pension plan.
Employer hereby knowingly and voluntarily, fully, finally and forever
releases, remises, waives and discharges Employee from any and all federal,
state or local claims, demands, charges, actions, causes of action, suits,
damages, liabilities, losses and expenses, of any and every nature whatsoever,
known or unknown, actual or potential, suspected or unsuspected, fixed or
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contingent, arising as a result of any actions or omissions of Employee
occurring from the beginning of time through the Effective Date of this
Agreement, provided, however, that such release shall not take effect for a
period of ninety-one (91) days after the Effective Date of this Agreement, and,
if during the ninety (90) day period after the Effective Date of this Agreement,
Employer discovers any misappropriation or misuse of company property or assets
by Employee, or any gross negligence arising from the acts or omissions of
Employee, and the reasonable value or cost to Employer of such misuse,
misappropriation or gross negligence exceeds Twenty-Five Thousand Dollars
($25,000), then this release by Employer will become null and void, ab initio.
In order to void this release by Employer, and to keep it from becoming
effective, Employer must serve written notice on Employee, by delivering such
notice to his counsel, David M. Whitaker, Esq., at Luper Sheriff & Neidenthal,
as soon as reasonably practicable after the discovery of such misuse,
misappropriation and/or gross negligence and on or before the expiration of
ninety (90) days after the Effective Date of this Agreement, of its good faith
belief that it has discovered acts or omissions of Employee that constituted
misuse or misappropriation of company property or assets or gross negligence and
the reasonable value or cost to Employer of such misuse, misappropriation, or
gross negligence exceeds Twenty-Five Thousand Dollars ($25,000), listing the
acts and omissions and the cost to the Employer.
6. Covenant Not to Sue
Employee further covenants and agrees not to file or initiate a lawsuit
against Employer in regard to any claims, demands, causes of action, suits,
damages, losses and expenses, arising from acts or omissions of Employer made by
or before the Effective Date of this Agreement, and Employee will ask no other
person or entity to initiate such a lawsuit on his behalf. If Employee breaches
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this covenant and agreement, Employee must immediately repay and refund to
Employer the payment he received pursuant to Section 2, and Employee shall also
indemnify and hold harmless Employer, any related companies, and any of their
officers, owners, directors, employees and agents from any and all costs
incurred by any and all of them, including their reasonable attorneys' fees, in
defending against any such lawsuit.
Employer further covenants and agrees that if the release granted to
Employee by Employer becomes effective ninety-one days after the Effective Date
of this Agreement pursuant to the terms of Section 5, the Employer agrees not to
file or initiate a lawsuit against Employee in regard to any claims, demands,
causes of action, suits, damages, losses and expenses, arising from acts or
omissions of Employee made by or before the Effective Date of this Agreement and
Employer will ask no other person or entity to initiate such a lawsuit on its
behalf. If Employer breaches this covenant and agreement, the Employer shall
indemnify and hold harmless Employee, his dependents, heirs, executors,
administrators, successors and assigns from any and all costs incurred by any
and all of them, including their reasonable attorney fees, in defending against
any such lawsuit.
7. No Proceedings Initiated
Employee represents and warrants that neither he nor anyone acting on his
behalf has filed or initiated any action, charge or claim against Employer in
any administrative, quasi-judicial, or judicial proceeding.
Employer represents and warrants that neither it nor anyone acting on its
behalf has filed or initiated any action, charge or claim against Employee in
any administrative, quasi-judicial, or judicial proceeding.
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8. Reaffirmation of Sections 6 and 7 of Employment Agreement
Employee acknowledges and agrees that his obligations and covenants
reflected in the Employment Agreement in Section 6 (Ownership, Nondisclosure and
Nonuse of Proprietary Information) and Section 7 (Agreement Not to Solicit
Employees) survive the termination of his employment and the Employment
Agreement, and shall remain in full force and effect for the time periods stated
therein.
9. Representation of Compliance with Employment Agreement
Employee hereby expressly represents and warrants that from May 8, 1997,
through and including the Effective Date of this Agreement he has not breached
or violated any of the terms and conditions of the Employment Agreement,
including but not limited to the covenants contained in Sections 6 and 7, and
that he has or will prior to the Effective Date of this Agreement, deliver to
Employer all property belonging to Employer pursuant to the promise contained in
Section 6 of the Employment Agreement, including any and all Proprietary
Information, as defined in the Employment Agreement.
10. Letter of Recommendation/Inquiries
Employer will sign a letter of recommendation addressed "To whom it may
concern," on the letterhead of Employer, signed by an authorized officer of the
Company, using language substantially similar to that attached hereto as Exhibit
"A." In addition, all inquiries made to Employer's human resources department
concerning Employee's prior employment history with the Company shall be
responded to by providing the dates of his employment, and a statement to the
effect that the Employee resigned his position with Employer in order to pursue
other opportunities.
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11. Additional Consideration for Release of Age Discrimination Claim
In addition to the Severance Payment delineation in Section 2 above,
Employer will pay an additional One Thousand Dollars ($1,000) to Employee at the
same time as the Severance Payment, as additional consideration for the release
of his claims under the Age Discrimination in Employment Act, and Employee
acknowledges that such additional payment is valuable and sufficient
consideration that he would not have been otherwise entitled to receive.
12. No Voluntary Assistance
Employee hereby covenants and agrees that he will not voluntarily assist,
support, or cooperate with, directly or indirectly, any entity or person
alleging or pursuing any claim, administrative charge, or cause of action
against Employer, including without limitation by providing testimony or other
information, audio or video recordings, or documents, except under compulsion of
law. If compelled to testify, nothing contained herein shall in any way inhibit
or interfere with Employee providing completely truthful testimony. Nor shall
anything herein prevent Employee's full cooperation with any investigation or
other proceeding by the EEOC or any other federal, state or local governmental
agency.
13. Advice to Seek Legal Counsel
Employee acknowledges that he has been advised to seek the advice of legal
counsel in reviewing and considering this Agreement.
14. Attorneys' Fees and Costs Included
Employee understands and agrees that the payment he receives under this
Agreement includes and encompasses therein any and all claims with respect to
attorneys' fees, costs, and expenses for and by any and all attorneys with whom
he has consulted.
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15. Non-Disparagement
Employee represents and agrees that he has and will refrain from making
negative or unfavorable comments about, or otherwise disparaging, the Employer,
including any employees of Employer, and any facilities, products or services of
Employer.
16. No Admission
This Agreement shall not be construed as an admission by Employer of any
liability, or any acts of wrongdoing, or the violation of any federal, state or
local law, ordinance or regulation, nor shall it be offered or considered as
evidence of any such alleged liability, wrongdoing, or violation of any federal,
state or local law, ordinance or regulation.
17. Confidentiality
The nature and terms of this Agreement are strictly confidential and shall
not be disclosed by Employee or by Employee's counsel or family members at any
time to any person, without the prior written consent of Employer, unless
disclosure is: necessary in any legal proceedings brought to enforce the
provisions and terms of this Agreement, or made to his accountants or legal
counsel in order to prepare and file income tax returns, or pursuant to court
order or lawful subpoena, after written notice to Employer. Any disclosure made
to Employee's attorneys or accountants hereunder shall be accompanied by
Employee's written instructions to treat the same as strictly confidential. If
either Employer or Employee is asked about the termination of the relationship
between the parties (other than by Employer's group of employees and agents who
have a business reason to know of the terms hereof), they will respond that the
Employee resigned his position in order to pursue other opportunities.
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18. Governing Law/Severability
This Agreement shall be interpreted, enforced, and governed under the laws
of the State of Georgia, without regard to conflicts of laws principles. Its
provisions are severable, and if any part of the Agreement is found to be
unenforceable, the remainder of the Agreement will continue to be valid and
effective.
19. Only Consideration/Read and Fully Understand
Employee affirms that the only consideration received by Employee for
entering into this Agreement is as stated herein, and that no other promise,
representation or agreement of any kind whatsoever has been made to, or relied
upon by, Employee in connection with Employee's execution of this Agreement.
Employee further acknowledges that he has read the entire Agreement and fully
understands the meaning and intent of the Agreement, including, but not limited
to, its final and binding effect in relation to the general release of all
claims.
20. Consideration Period, Revocation Period, and Effective Date of
Agreement
Employee acknowledges that he was offered at least twenty-one (21) days
from the time he first received this Agreement within which to consider whether
to sign it, and if he signs and delivers it before the expiration of twenty-one
(21) days, he has done so knowingly and voluntarily, and acknowledges,
represents and warrants that he has had sufficient time to review and consider
this Agreement and all of its terms and conditions.
Additionally, Employee acknowledges that he will have seven (7) days from
the date of the execution of this Agreement by Employee ("Revocation Period")
within which to change his mind and revoke the Agreement, upon which event the
payment and other obligations of Employer will cease. Employee acknowledges and
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agrees that any revocation of this Agreement must be made in writing and
delivered and received within the seven-day revocation period to:
Mr. Douglas Collins
Buckhead America Corporation
7000 Central Parkway, N.E.
Suite 850
Atlanta, GA 30328
Facsimile: (770) 393-3785
and
Charles T. Huddleston, Esq.
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
Facsimile: (404) 873-8675
Employee further acknowledges that the Effective Date of this Agreement
will be the eighth (8th) day after it has been executed by Employee.
21. Breach/Challenges to Agreement
Employee agrees, as a matter of contract, that immediately upon the breach
by him of any of the terms and provisions of this Agreement, Employer is
immediately thereby relieved of all of its obligations hereunder. Additionally,
if Employee is unsuccessful in any challenge to the terms of this Agreement, or
to the Agreement as a whole, Employee acknowledges and agrees that he will be
fully responsible for any expenses or damages incurred by Employer, including
court costs and reasonable attorneys' fees, arising as a result of Employee's
challenge.
22. Resignation from Boards of Directors
Employee hereby submits his resignation from the Board of Directors of
Buckhead America Corporation and from the Boards of Directors of any and all
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related or subsidiary companies, including but not limited to The Lodge Keeper
Group, Inc., effective immediately. Employee agrees to execute any other
documents necessary to effect these resignations, including but not limited to
executing and delivering a separate letter of resignation addressed to the
Chairperson of the Board of any and all such companies.
23. No Assignment
Employee represents and warrants that, as of the Effective Date of this
Agreement, he has not assigned, transferred, or hypothecated, or purported to
assign, transfer or hypothecate, to any person, firm, corporation, association,
or entity whatsoever, any of the rights and claims which he is releasing
pursuant to this Agreement. Employee hereby agrees to indemnify and hold
harmless Employer from and against, without limitation, any and all rights,
claims, warranties, demands, debts, obligations, liabilities, costs, expenses
(including attorneys' fees), causes of action, and judgments based on, arising
out of, related to any such transfer, assignment, or hypothecation, or purported
transfer, assignment, or hypothecation.
24. Release Includes Unknown Claims/No Other Benefits
(a) Employee understands and agrees that the claims he is releasing
pursuant to this Agreement are intended to and do include any and all claims of
every nature and kind whatsoever, (whether known, unknown, suspected or
unsuspected) which Employee has or may have against the Employer up to the
Effective Date of this Agreement. Employee further acknowledges that he may
hereafter discover facts different from or in addition to those which he now
knows or believes to be true with respect to the claims he is releasing under
this Agreement, and he agrees that, in such event, this Agreement shall
nevertheless be and remain effective in all respects, notwithstanding such
different or additional facts, or the discovery thereof.
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(b) Employee acknowledges that pursuant to the terms of this Agreement
he is not entitled to any other payments, compensation, or fringe benefits of
any kind whatsoever after the date of this Agreement, except that Employee will
be provided with the proper written notification of Employee's rights under
COBRA to elect to continue group insurance benefits for a specified period of
time at Employee's own cost.
(c) Employer understands and agrees that the claims it is releasing
pursuant to this Agreement, if such release becomes effective ninety-one (91)
days after the Effective Date of this Agreement pursuant to the terms of Section
5, are intended to and do include any and all claims of every nature and kind
whatsoever (whether known, unknown, suspected or unsuspected) which Employer has
or may have against the Employee up to the Effective Date of this Agreement.
Employer further acknowledges that it may, after its release becomes effective
(if it does), discover facts different from or in addition to those which it now
knows or believes to be true with respect to the claims it is releasing under
this Agreement and it agrees that, in such event, this Agreement shall
nevertheless be and remain effective in all respects, notwithstanding such
different or additional facts or the discovery thereof.
25. Disputes Related to Agreement
The parties agree that if a dispute or claim between the parties arises
related to this Agreement, any legal action or proceeding concerning such
dispute or claim shall be initiated in the state or federal courts located in
the State of Georgia, and by the execution and delivery of this Agreement the
parties hereto submit to and accept with regard to any such legal action or
proceedings, for themselves and with respect to their property, the venue and
jurisdiction of such courts and agree to be bound by any and all judgments and
orders rendered by such courts.
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26. Cooperation
Employee agrees to fully cooperate with Employer in any and all
investigations, inquiries or litigation whether in any judicial, administrative,
or public, quasi-public or private forum, in which Employer is involved, whether
or not Employee is a defendant in such investigations, inquiries, proceedings or
litigation. Employee shall provide truthful and accurate testimony, background
information, and other support and cooperation as Employer may reasonably
request.
27. No False Statements or Misrepresentation
Employee hereby warrants and represents that he has not made any false
statements or misrepresentations in connection with this Agreement.
28. Waiver of Ten-Day Payment Deadline
The parties further agree that payment of the Severance Payment and any
Base Salary due through the Date of Termination may be paid later than ten (10)
days after the Termination Date, due to the legally-required Consideration
Period and Revocation Period, and Employee expressly waives the ten-day payment
deadline as contained in the Employment Agreement.
29. Headings and Captions
The headings and captions used in the Agreement are for convenience of
reference only, and shall in no way define, limit, expand, or otherwise affect
the meaning or construction of any provision of this Agreement.
30. Employee's Right to Continued Use of Company Automobile
Employee shall be entitled to the continued possession and use of the 2000
Pontiac Grand Prix automobile leased by Employer and which is currently in the
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possession of the Employee for a period of ninety (90) days from the Effective
Date of this Agreement. During the remaining term of the Employee's use of this
vehicle, the Employee shall maintain the vehicle in good condition and shall be
responsible for the payment of all gasoline or other costs of upkeep and
operation. By no later than the 90th day from the Effective Date of this
Agreement, Employee shall return this vehicle to the office of The Lodge Keeper
Group, Inc. at 217 S. Elm Street, Prospect, Ohio. Employer will continue to be
responsible for maintaining insurance coverage on the vehicle during the 90-day
term of the continued use of the vehicle by Employee.
31. Hold Harmless Agreement Regarding Mason, Ohio Mortgage Note
Employer agrees that it will hold Employee harmless with respect to any
liability of the Employee for the mortgage note on the Mason, Ohio Country
Hearth Inn.
32. Cooperation Regarding Employee's Personal Mail
Employer acknowledges that the Employee has received personal mail and/or
mail directed to other business entities in which Employee has an interest at
the offices of The Lodge Keeper Group, Inc. in Prospect, Ohio. Employer agrees
that it will cooperate in forwarding this mail to Employee by mailing any such
mail to Employee at Employee's residence address.
33. Knowing and Voluntary Execution
Employee warrants, represents, and acknowledges that this Agreement is
entered into by Employee KNOWINGLY AND VOLUNTARILY as an act of Employee's OWN
FREE WILL; that Employee is of sound mind; that Employee is laboring under no
physical, psychological, or mental infirmity which would affect his capacity
either to understand the terms of this Agreement or to freely enter into and be
bound by the provisions of this Agreement.
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I HAVE PERSONALLY READ THE FOREGOING AGREEMENT, AND I AM VOLUNTARILY AND
KNOWINGLY ENTERING INTO THE TERMS AND PROVISIONS CONTAINED IN IT, WITH FULL
UNDERSTANDING OF ITS CONSEQUENCES.
WITNESS: EMPLOYEE:
/s/ David M. Whitaker Ronald L. Devine
- -------------------------------- ------------------------------------
Witness' Printed Name Employee's Printed Name
David M. Whitaker /s/ Ronald L. Devine
- -------------------------------- ------------------------------------
Witness' Signature Employee's Signature
Date: 11-6-00 Date: 11-6-00
EMPLOYER:
BUCKHEAD AMERICA CORPORATION
By: /s/ Douglas C. Collins
--------------------------------
Title: Chief Executive Officer
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Date: 11-6-00
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THE LODGE KEEPER GROUP, INC.
By: /s/ Robert B. Lee
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Title: Senior Vice President
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Date: 11-6-00
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