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EXHIBIT 10.23
July 26, 2000
Charles E. Lendvoyi
13204 Latourette
Fenton, MI 48430
Dear Chuck:
This letter will serve to confirm that your employment with JLK Direct
Distribution Inc. ("The Company") will be terminated effective August 1, 2000.
Your duties and responsibilities as Vice President & Director FSS end effective
July 31, 2000.
The Company is prepared to offer you the enhanced severance package
described in this letter and its attachment and exhibit.
The following provisions constitute the severance offer:
a) You will continue to receive your current monthly base salary
(subject to continuing deductions and withholdings and currently
elected benefits) through the date of July 31, 2000. Credited
service in the Retirement Income Plan would cease to accrue beyond
your last day of work, July 31, 2000.
b) In addition, you will also continue to receive monthly
compensation (subject to continuing deductions and withholdings)
at your current base salary until January 31, 2001.
c) In addition, if you are not employed, self-employed or otherwise,
by January 31, 2001, and in our sole discretion, we are satisfied
that you are making reasonable efforts to become employed, you
will continue to receive monthly compensation at your current base
salary, until the earlier of either July 31, 2001, or the date you
become employed.
d) In addition to the above payments, you will receive the group
medical insurance according to your Enrollment Election under the
Flexible Benefits Program through January 31, 2001. If you are not
employed, self-employed or otherwise, as specified in paragraph
c.) on page 1, by January 31, 2001, and in our sole discretion we
are satisfied that you are making reasonable efforts to become
employed, you will continue to receive the group medical insurance
program according to your Enrollment Election under the Flexible
Benefits Program through April 30, 2001.
Effective July 1, 1986, a law was passed, the Consolidated Omnibus
Budget Reconciliation Act (COBRA), which gives you and your
dependents, upon termination of benefits, the opportunity to
purchase continued group health care coverage for an 18 month
period. This includes medical, dental, vision and the health care
spending account, as long as you were enrolled in these plans at
the time of termination.
The six months (through January 31, 2001) or the twelve months
(through July 31, 2001), of additional medical coverage (depending
on when you become employed) provided by JLK Distribution Direct
Inc. will reduce your eighteen months of COBRA eligibility for
medical coverage.
This severance offer is conditional upon your agreeing to the following
terms:
a) Until you are otherwise employed, you will be available to provide
to the Company periodic consultation, provided advance notice is
given to you and such consultation does not
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unreasonably interfere with your efforts to obtain employment.
Your consulting obligation will end when the company's obligation
to pay you monthly compensation terminates.
b) You properly execute and return to the Company an acknowledgement
and agreement copy of this letter, Exhibit A and Exhibit B, which
are made a part of the letter and offer by reference and
incorporated herein.
c) This agreement will not enlarge or diminish any rights you may
have under workers compensation or unemployment compensation, or
similar laws, subject however to the terms of Exhibit B.
d) If you are made a party to or required to appear as a witness in
any legal proceeding involving matters related to performance of
your duties while employed by the company or your consulting
pursuant to this agreement, the company will indemnify you fully
for any expenses, including legal fees, you incur or liability
imposed upon you, to the extent permitted by the Michigan Business
Corporation Law.
You should carefully consider the matters outlined in this letter,
Exhibit A and Exhibit B. If, after due deliberation and consultation with any
professional advisors you think appropriate, including legal counsel, all
matters are agreeable to you, please indicate your acknowledgement and agreement
by signing each of the documents at the appropriate place and return a copy of
each to me.
You may take up to twenty-one (21) days to consider this offer, and for
a period of seven (7) days following your signing, you may revoke it in writing.
This agreement will not be effective until the seven (7) day period has expired.
Sincerely,
/s/ S. B. Duzy, Jr.
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S. B. Duzy, Jr.
Acting Chief Operating Officer
Attachments
Acknowledged and agreed, intending to be legally bound hereby:
/s/ Charles G. Lendvoyi
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(full name of employee)
August 14, 2000
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Date
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EXHIBIT A
BENEFITS
Charles G. Lendvoyi
The following benefits are available as part of the severance offer:
Until the end of the Company's obligation to continue compensation, under the
provisions of the letter agreement to which this Exhibit A is attached, Charles
G. Lendvoyi will continue to be provided with the coverage under the group
medical insurance program according to his 2000 Enrollment Election under the
Flex Benefits Program.
In all matters of salary compensation and benefits offered, appropriate
deductions for taxes and required withholding will continue.
Acknowledged and agreed, intending to be legally bound hereby:
/s/ Charles G. Lendvoyi
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(full name of employee)
August 14, 2000
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Date
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EXHIBIT B
RELEASE AND SETTLEMENT
For and in consideration of the provisions set forth on the attached
letter dated July 26, 2000, and Exhibit A, and intending to be legally bound
hereby, I, Charles G. Lendvoyi do, for myself and my heirs, executors,
administrators, successors and assigns, hereby release, quitclaim and forever
discharge JLK Direct Distribution Inc. all past and present subsidiaries,
divisions, officers, directors, employees, agents and assigns of JLK Direct
Distribution Inc. (severally and collectively hereinafter called "Releasees"),
jointly and individually, of and from any and all claims, demands, causes of
action, obligations, damages and liabilities of every nature and description,
whether known or unknown, suspected or unsuspected, foreseen or unforeseen, real
or imaginary, actual or potential, and whether arising at law or in equity,
under the common law, state law, federal law, (including but not limited to the
Age Discrimination in Employment Act of 1967, as amended), the Elliot-Larsen
Civil Rights Act, or any other law, or otherwise relating to or arising out of
my employment or the termination of my employment with JLK Direct Distribution
Inc.
I hereby declare that I voluntarily accept the above-mentioned
consideration for the purpose of making a full and final compromise, adjustment
and settlement of the claims mentioned above and in furtherance of the
termination of my employment from JLK Direct Distribution Inc.
I understand, covenant and agree that this Release and Settlement
(hereinafter called "Release") is intended to cover not only all known claims
arising out of or in any way related to my employment or the termination of my
employment, but also any claims in the future, arising out of or in any way
relating to my employment or the termination of my employment, not now known or
anticipated, which may develop later
I further understand, covenant and agree that the above-mentioned
consideration does not constitute an admission of any liability whatsoever by
Releasees or any other persons, firms, partnerships or corporations with respect
to the claims mentioned above.
It is understood and agreed that this agreement and the releases and
covenants contained herein shall be binding upon and inure to the benefit of my
assigns, heirs, executors and administrators and the predecessors, successors
and assigns of Releasees and each past and present employee, agent,
representative, officer or director of Releasees.
I further understand and agree that this Release and attached letter
and Exhibit A constitute the entire agreement concerning my employment and the
termination thereof and cancels and supersedes any other agreements or
understandings. Provided, however, that the confidentiality and non-disclosure
provisions of Paragraphs 4, 5 and 6 my Employment Agreement, dated November 22,
1985, remain in full force and effect and binding on me.
I agree that I will not file, in any federal, state or local court or
administrative agency, any claims or charges of any kind against Releasees.
I represent and agree that I will keep the terms, amount and fact of
this Release and attached letter and Exhibit A completely confidential, and that
I will not hereafter disclose any information concerning this Release to anyone,
including, but by no means limited to, any past, present or prospective employee
or applicant for employment with Releasee. I covenant and agree that I will keep
the fact of, as well as the terms, amount and facts set forth in this Release
and attached letter and Exhibit A, completely confidential and not disclose them
to any person other than my attorney, accountant, tax advisor, or immediate
family members. To the extent that I disclose those terms to the aforementioned
persons, I will advise them that they must not disclose them and that they are
bound by this confidentiality provision. I, however, understand that nothing in
this Release shall prohibit me from disclosing any information to my attorney or
for any other purpose required by law.
It is my understanding that nothing in this Release shall impair any
right I have to receive any vested company benefits to which I am otherwise
entitled.
I further understand, covenant and agree that the only consideration
for the signing of the Release is the terms stated above; that no other promise
or agreement of any kind was made to or with me by any person or entity
whatsoever to cause me to sign the Release; that I am competent to execute this
Release; that I fully understand the
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meaning and intent of this document and that I have signed this Release
voluntarily and knowingly, without coercion, and with full knowledge of the
nature and consequences thereof. I have been advised by Releasees to consult
with an attorney and/or other advisors prior to executing this Release.
I understand that I have been given twenty-one (21) days after the date
this Release is presented to me (until August 16, 2000) to decide whether or not
to accept the terms and sign the Release. I also understand that I have the
right to revoke the Release within seven (7) days of signing this Release, and
this Release shall not become effective or enforceable until that revocation
period has expired. Revocation may be made only by written notice of revocation
which, to be effective, must be actually delivered within the revocation period
to: JLK Direct Distribution Inc., 31800 Industrial Road, P.O. Box 3359, Livonia,
Michigan 48150, Attention: Secretary and General Counsel.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day
of August, 2000, intending to be legally bound.
/s/ Charles G. Lendvoyi
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(full name of employee)
Signature)
State of Michigan)
)SS:
County of Genesee)
On this 14th day of August, 2000, before me, a notary public,
personally appeared Charles G. Lendvoyi, Known to me (or satisfactorily proven)
to be the person whose name is subscribed to the foregoing Release and
acknowledge that Charles G. Lendvoyi executed the same for the purpose therein
stated.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Andrea Middleton
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Notary Public
My Commission Expires: August 5, 2004