EXHIBIT 10.18
EMPLOYMENT SEVERANCE
AGREEMENT
This Employment Severance Agreement ("Agreement") is entered into this
27th day of March, 2002, by and between Childtime Learning Centers, Inc., a
Michigan corporation (the "Company"), and ▇▇▇▇▇▇ ▇. Novas, an individual (the
"Employee").
WHEREAS, Employee has been employed by the Company in the capacity of
President and Chief Executive Officer pursuant to the terms of a certain
employment agreement dated August 14, 2001 (the "Employment Agreement"), and
WHEREAS, Employee has resigned from said employment effective March 26,
2002 (the "Effective Date"), and
WHEREAS, Company wishes to assist Employee in his transition to new
employment and in certain other respects, and
WHEREAS, Employee wishes to assist the Company in its transition to a
new President and Chief Executive Officer and in certain other respects,
NOW THEREFORE, in return for the mutual consideration stated herein,
the sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. The Company hereby waives any defect in notice of, and accepts
Employee's voluntary resignation from, his employment and from all board
memberships and/or offices he presently holds in connection with or on behalf of
the Company or any of its subsidiaries. Company hereby further agrees to pay
Employee in connection with said resignation that compensation described in
paragraph 8(b) of the Employment Agreement, such payment to be provided upon
Employee's execution and
delivery to the Company of this Agreement and delivery to the Company of (a) the
list contemplated under paragraph 5 below and (b) the Company's confidential
material and personal property contemplated under paragraph 8 below.
2. To the fullest extent permitted by applicable law, and subject to
Employee's compliance with the terms of this Agreement, Company hereby agrees to
fully defend, indemnify and hold Employee harmless from any expenses, judgment
and/or amount paid in defense or settlement or satisfaction of the case
captioned as Tutor Time Learning Systems, Inc. v. Alfred Novas et al. (Case No.
01-10549 AH Circuit Court, Palm Beach County, FL) (the "Case"). Attorneys' fees
payable by Company on behalf of Employee in connection with the Case will be
limited to the fees of those attorneys specifically approved and designated by
the Company.
3. In return for the consideration set forth above, Employee hereby
unconditionally releases and forever discharges Company and its shareholders,
subsidiaries, successors, assigns, officers, directors, employees, agents and
attorneys (collectively referred to as "Releasees") from ANY AND ALL causes of
action, suits, damages, claims and demands whatsoever which Employee ever had or
now has against any of Releasees, directly or indirectly, by reason of any facts
existing as of this date, whether known or unknown, including, but not limited
to, claims for defamation, wrongful discharge, breach of contract, negligence
and other tort actions, and/or discrimination, harassment and/or retaliation on
account of age, sex, sexual orientation, race, color, religion, marital status,
disability, height, weight, national origin, or any other classification
recognized under the common law of the State of Michigan, local law and/or
ordinances, and the civil rights statutes, including, but not limited to: Title
VII of
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the Civil Rights Act of 1964; the Age Discrimination Act of 1967; The Age
Discrimination in Employment Act, and/or the Rehabilitation Act of 1973; the
Older Workers Benefit Protection Act; the Americans With Disabilities Act; the
Family and Medical Leave Act of 1993; the Worker Adjustment and Retraining
Notification Act; the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Civil Rights Act; the Michigan Persons With
Disabilities Civil Rights Act; the Michigan Whistleblowers Protection Act, and
any and all amendments to any of same. Employee understands and agrees that this
is a total and complete release by Employee of all claims which Employee has
against any of Releasees, both known and unknown, even though there may be facts
and consequences of facts which are unknown to Employee and/or Company. Employee
further acknowledges that he has suffered no work related injury or illness, and
that he has been properly paid all his past wages and benefits, including
vacation pay, as of this date.
4. Employee hereby agrees that he will continue to fully cooperate with
and fully assist the Company and its attorneys in the defense of the Case.
Employee will not voluntarily assist any person or entity in the filing and/or
prosecution of any claim, cause of action, case or administrative proceeding
against any of the Releasees.
5. Employee will fully assist and cooperate with the Company in its
transition to a new President and Chief Executive Officer. Employee's assistance
and cooperation will include, but not necessarily be limited to, Employee being
available for meetings and/or telephone conferences, during normal business
hours, for not more than an average of two hours per day, for a period of 60
days from the Effective Date. In addition to the foregoing, Employee will
promptly furnish to the Company a list describing, in such detail as is
reasonably acceptable to the Company, all obligations
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incurred and commitments entered into by Employee on behalf of the Company or
its affiliates.
6. Employee will continue to fully honor and comply with all of the
provisions of paragraphs 9 and 10 of the Employment Agreement.
7. Employee will not defame or otherwise disparage in any way any of
Releasees, or any of their respective products or services. The Company will
instruct its Board of Directors, management and officers, consultants and
representatives, who have knowledge of this Agreement and/or the circumstances
leading to Employees' resignation, not to defame or otherwise disparage in any
way the Employee.
8. Employee will immediately return to Employer all of the Company's
confidential materials (including, but not limited to, all non-public financial
information) and personal property (including, but not limited to, security
cards, keys, credit cards, computer laptops, cellular telephones and other
hand-held devices furnished by the Company, etc.) which Employee has in his
possession or over which Employee exercises any control.
9. Employee agrees and acknowledges that any violation by him of any of
the provisions of paragraphs 3 through 8 of this Agreement will result in
irreparable harm to Company, for which the Company will be entitled, in addition
to all other remedies available to it, an immediate injunction. In the event of
any such violation, the Company will be automatically relieved of all of its
obligations under this Agreement and entitled to immediate repayment by Employee
of all consideration previously tendered by Company under this Agreement. In
such event, the provisions of paragraphs 3 through 8 hereof will nonetheless
remain fully binding on Employee.
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10. The rights and obligations of both Company and Employee under this
Agreement will inure to their respective heirs, successors and assigns.
11. This Agreement will be governed by the internal laws of the State
of Michigan without giving effect to principles of conflict of laws. Any dispute
involving interpretation of this Agreement, or any provisions hereof, will be
exclusively subject to binding arbitration before the American Arbitration
Association ("AAA") in Southfield, Michigan, in accordance with the AAA rules
applicable to the resolution of employment disputes. Any decision of the
arbitrator will be final, binding and enforceable by the Oakland County Circuit
Court.
12. This Agreement, inclusive of those provisions of the Employment
Agreement specifically referenced herein, constitutes the entire agreement
between the parties and cannot be amended in any way except in writing signed by
both parties.
13. Employee specifically acknowledges that (a) he has read this
Agreement, (b) he fully and completely understands the terms of this Agreement
and their significance and (c) he accepts those terms and enters into this
Agreement freely, and without reservation, after having consulted with or being
given the opportunity to consult with an attorney of his choice.
WHEREFORE, the parties have executed this Agreement on the date above
written.
WITNESS: "COMPANY"
CHILDTIME LEARNING CENTERS,
INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Representative
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"EMPLOYEE"
/s/ ▇▇▇▇▇▇ ▇. Novas
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▇▇▇▇▇▇ ▇. Novas
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