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Exhibit 17.2
SEVERANCE AGREEMENT
This Severance Agreement is made this 16th day of August, 2000, by and between
First Aid Direct ("Company") and Robert I. Sussman ("Employee") under the
following circumstances:
A. The Company has proposed, and the Employee has agreed, to
certain individualized severance benefits in connection with
his release from employment; and
B. Employee has agreed to release the Company from all claims
arising out of his employment or the termination of his
employment.
Now, therefore, the parties agree, in consideration of the provisions and
payments described below, as follows:
1. The Company shall pay to employee upon his termination from employment
severance payments as follows:
$50,000.00.
2. For and in consideration of the severance benefits provided by this
Agreement, Employee, on behalf of himself, his heirs, administrators,
assigns, and agents fully settles, releases and forever discharges the
Company, and its present and former officers, directors, agents and
employees of and from any and all claims, demands, liabilities, costs,
damages, actions and causes of action arising out of or related to his
employment or his termination from employment with the Company,
including but not limited to any claims which might have been brought
for employment discrimination under federal, state or local law,
including the Federal Age Discrimination in Employment Act, as well as
any claims or causes of action under any law dealing with employment
discrimination, ERISA, wrongful discharge, breach of contract or
personal injury.
A. For in consideration for the severance benefits provided in
this Agreement, Employee agrees that for a period of five (5)
years following the signing of this Agreement, he will not,
directly or indirectly (without the Company's prior written
consent), use for himself or use for, or disclose to, any
party other than the Company, any secret, proprietary or
confidential information or data regarding the business of the
Company, or any secret, proprietary or confidential
information or data regarding the costs, uses, methods,
applications or customers, trade accounts or suppliers (and
pertinent information regarding transactions and prospective
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transactions therewith) or products made, produced or sold by
the Company or regarding any secret proprietary or
confidential design, process, system, manufacturing or other
method at any time used, developed or investigated by the
Company, whether or not such item was invented, developed,
acquired, discovered or investigated by the employee.
B. For in consideration for the severance benefits provided in
this Agreement, Employee agrees that, for a period of five (5)
years following the signing of this Agreement, he will neither
directly nor indirectly, solicit or do business with any
customer of the Company, which was a customer at the time of
the signing of this Agreement (without the express written
agreement of the Company).
C. Employee agrees that, for a period of five (5) years following
the signing of this Agreement, he will not (without the
express written agreement of the Company solicit or hire any
person who has worked for the Company within the prior six (6)
months.
Employee agrees that he will not knowingly seek re-employment and will not be
eligible for re-employment with the Company.
3. Employee agrees that this Agreement and each of its terms and
conditions are and shall remain confidential. Employee also agrees that
except for discussion with his spouse and/or legal counsel, he will not
disclose the existence of the Agreement or any of its terms and
conditions, unless required to do so by law. Employee further agrees
that he will not make any statements or remarks which are disparaging
toward the Company, or any of its officers, directors, or employees.
Employee agrees that any violation of this policy by him will result in
the forfeiture of any and all claims or entitlements under the
Agreement.
4. This Agreement does not constitute an admission by the Company that it
has violated any contract, law, or regulation, or in any way infringed
upon the Employee's rights or privileges.
5. The provisions of this Agreement are divisible. If any provision shall
be deemed invalid or unenforceable, it shall not affect the
applicability or validity of any other provisions of this Agreement,
but rather such provision shall be amended to the extent to render it
valid and enforceable.
6. The foregoing terms represent the entire agreement between the parties
and the only consideration for signing this Agreement. No other
promises or agreements of any kind have been made to or with the
parties to cause them to execute this Agreement. The Employee states
that he has carefully read this Agreement, that its contents have been
fully explained to him, that he has had full opportunity to review its
contents with his own legal counsel, and that he knows and understands
its contents and its legal effect, including, but not limited to, its
binding effect, and that he signs this Agreement as his own free act
and deed.
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ACKNOWLEDGMENT
Employee, in connection with his execution of this Agreement, acknowledges the
following:
1. That he is waiving his rights or claims arising under the Age
Discrimination in Employment Act;
2. That he has been advised by the Company to consult with an attorney
prior to executing this Severance Agreement;
3. That he has a period of 21 days in which to consider this Agreement;
and
4. That for a period of 7 days following execution of this Agreement he
may revoke the Agreement, and that the Agreement shall not become
effective or enforceable until the 7 day revocation period has expired.
Date: 8/16/00 /s/ Robert Sussman
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Employee Name
First Aid Direct
Date: 8/16/00 By: Stephen D. Smiley
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