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CML GROUP, INC.
524 MAIN STREET
ACTON, MASSACHUSETTS 01720
March 17, 1998
Mr. Charles M. Leighton
P. O. Box 247
51 Vaughan Hill Road
Bolton, Massachusetts 01740-0247
Dear Charlie:
In order to resolve amicably your separation from the Company and
establish the terms of your severance, CML Group, Inc. agrees to pay you the
following severance benefits in return for the execution of a copy of this
letter with the release it includes.
Your termination of employment with CML Group, Inc. (the "Company") is
effective March 31, 1998. In addition, effective as of the end of February, 1998
you will no longer use the Company plane.
In connection with your termination, the Company will provide the
following:
1. As severance, you will receive $240,000 payable as follows:
(a) $80,000 will be paid on or about August 1, 1998; (b) $80,000 will be paid on
or about November 1, 1998; and (c) $80,000 will be paid on or about January 1,
1999.
2. In addition, the Company will immediately take steps to (a)
notify the Trustee of said so-called Rabbi Trust established in connection with
the terms of the Retirement Income and Survivor Security Program (" Retirement
Income Program") that the Retirement Income Program established for your benefit
has been modified and amended to provide for immediate distribution to you of
the policies currently held in
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Mr. Charles M. Leighton
March 17, 1998
Page 2
said Trust for the purpose of providing your benefits under the Retirement
Income Program and (b) issue to you 38,310 shares of common stock of the Company
to which you are entitled under the Company's Incentive Deferred Compensation
Plan. These distributions will constitute full payment and satisfaction of the
Company's obligations to you under the Retirement Income Program and of all
other retirement or severance obligations to you, other than as stated in this
letter and other than retirement benefits provided under the terms of any
qualified retirement plan under Section 401 of the Internal Revenue Code.
3. You and the Company agree to take steps promptly to surrender
the three split-dollar insurance policies listed in APPENDIX A hereto in
exchange for their respective cash surrender values (cumulatively "Insurance
Proceeds") and further agree to distribute $8,039 of the Insurance Proceeds to
the Company (being the amount equal to the aggregate cumulative premiums paid by
the Company to the extent not previously withdrawn) and the balance of the
Insurance Proceeds to you.
4. As you know, it is the Company's intention to sell the plane
it now owns. The Company intends to offer you the opportunity to purchase the
plane if you are willing to purchase it on terms which are equivalent to the
best offer the Company receives.
In consideration of the Company's undertakings, you agree as follows:
1. You hereby fully, forever, irrevocably and unconditionally
release the Company, its officers, directors, stockholders, corporate
affiliates, attorneys, agents and employees from any and all claims of every
kind and nature which you ever had or now have against the Company, its
officers, directors, stockholders, corporate affiliates, attorneys, agents and
employees, including, but not limited to, all claims arising out of your
employment, all employment discrimination claims under Title VII of the Civil
Rights Act of 1964, 42 U.S.C. Section 2999e Et Seq., the Americans With
Disabilities Act, 42 U.S.C. Section 12191 Et Seq., the Age Discrimination in
Employment Act, 29 U.S.C. Section 621 Et Seq., and Massachusetts Fair Employment
Practices Act, M.G. L. c.151B, Section 1 Et Seq., wrongful discharge claims or
other common law claims.
2. You agree that, during the two year period beginning on the
date of your execution of a copy of this letter, you will not, without the prior
specific consent of the Company, in any capacity, either separately, jointly, or
in association with others, directly or indirectly, encourage, solicit,
initiate, engage or participate in discussions or negotiations with any person
or entity concerning any merger, consolidation, purchase of material assets,
tender offer, accumulation of shares of the Company's capital stock,
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Mr. Charles M. Leighton
March 17, 1998
Page 3
proxy solicitation or other business combination involving the Company, any
subsidiary of the Company or any division of the Company or any such subsidiary;
PROVIDED, HOWEVER, that nothing herein shall prevent you from bringing to the
attention of the Company any unsolicited offer or proposal relating to the
foregoing.
3. You agree that, as a condition for these payments to you, you
will not make any false, disparaging or derogatory statements in public or
private regarding the Company or any of its directors, officers, employees,
agents, or representatives or the Company's business affairs and financial
condition; and the Company agrees that it will not make any false, disparaging
or derogatory statements in public or private regarding you.
4. You will not, directly or indirectly, during the two year
period beginning on the date of your execution of this letter, recruit, solicit
or hire any key employee of the Company, or induce or attempt to induce any key
employee of the Company to terminate his or her employment with, or otherwise
cease his or her relationship with, the Company.
5. You expressly agree that breach of your agreement to the
provisions in Paragraphs 2, 3 and 4 would result in irreparable injuries to the
Company, that the remedy at law for any such breach would be inadequate and that
upon breach of either of these provisions, the Company, in addition to all other
available remedies, shall be entitled as a matter of right to injunctive relief
in any court of competent jurisdiction without the necessity of proving the
actual damage to the Company.
This agreement will be governed by the laws of the Commonwealth of
Massachusetts and is binding upon and shall inure to the benefit of the parties
and their respective agents, assigns, heirs, executors, successors and
administrators.
This letter contains and constitutes the entire understanding and
agreement between you and the Company with respect to severance and supercedes
and cancels all previous oral and written negotiations, agreements, commitments
and writings in connection with your severance. To the extent permitted by law,
you agree that the contents of our discussions and negotiations resulting in
this letter and agreement, shall be maintained as confidential by you, your
agents and representatives, and any dispute resolved by this document shall also
remain confidential, and none of the above shall be disclosed except to the
extent required by federal or state law or as otherwise agreed to in writing by
the authorized agent of each party.
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Mr. Charles M. Leighton
March 17, 1998
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You hereby acknowledge you have been given twenty-one (21) days to
consider this agreement and that the Company advised you to consult with any
attorney of your choosing prior to signing this agreement. You may revoke this
agreement for a period of seven (7) days after its execution, and the agreement
will not be effective or enforceable until the expiration of this seven (7) day
revocation period.
Very truly yours,
CML Group, Inc.
By /s/ John A.C. Pound
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John A.C. Pound, Chairman
I agree to all the terms of this letter.
/s/ Charles M. Leighton
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Charles M. Leighton
Dated: March 17, 1998