EXHIBIT 10.YY
February 12, ▇▇▇▇
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
This letter evidences the agreement between you and CompuCom Systems, Inc.
("CompuCom"), effective as of the date of your acceptance as indicated by your
signature on the last page hereof, as to the following matters:
1. Termination of Employment: Effective as of the close of business on
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January 14, 2000, you resigned your position as an officer of
CompuCom. You and CompuCom mutually, willingly and voluntarily
terminated your employment relationship effective January 14, 2000.
(a) Continuation Pay: Subject to the limitations of, and in
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consideration of this agreement, you will receive payments of
$10,576.92 bi-weekly through January 14, 2001. All future
payments in consideration of this agreement will cease
immediately upon your accepting employment of any kind with any
company considered to be a competitor of CompuCom and will also
cease if you become an owner or shareholder (more than 5%),
director, lender or consultant to any entity considered to be a
competitor of CompuCom. It is your responsibility to notify
CompuCom when you obtain a new position. You further agree not to
disparage or otherwise criticize CompuCom, its officers,
directors, employees, shareholders, affiliates, agents or
representatives.
(b) Stock Options: All unvested stock options will be terminated as
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of January 14, 2000.
2. Benefits: Current medical and dental insurance benefits will extend
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through January 14, 2001 or until alternate employment is obtained and
medical and dental coverage is available through a new employer. All
other benefits will end January 14, 2000.
3. COBRA: Commencing January 14, 2001, you may elect to continue your
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medical insurance through COBRA for up to eighteen (18) months.
CompuCom will provide you with the forms pursuant to which you can
elect to continue this coverage. If you elect to continue your current
medical coverage through COBRA, you will be responsible for paying the
cost of such continuing coverage.
4. Solicitation of CompuCom Employees: In consideration of this
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agreement, you agree that for a period of one year following the
termination date, you will not, either voluntarily or otherwise, for
yourself or on behalf of any other person, partnership or corporation,
solicit for employment or employ any employee of CompuCom or any of
its affiliates.
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January 24, 2000
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5. Solicitation of CompuCom Customers: Until after January 14, 2001, one
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year after the termination of my employment, I agree that I will not
directly or indirectly solicit, entice or induce any Customer to
become a client, customer, OEM distributor or reseller of any other
person, firm or corporation with respect to products and/or services
then sold or under development by CompuCom or to cease doing business
with CompuCom, and I shall not approach any such person, firm or
corporation for such purpose or authorize or knowingly approve the
taking of such actions by any other person. For purposes of this
paragraph, Customer means any person or entity which at the time of
termination shall be, or shall have been within two (2) years prior to
such time, a client, customer, OEM, distributor or reseller of the
company or any current customer of CompuCom, including customers
acquired in the TASD acquisition and those TASD customers currently on
the "Protected List".
6. Confidential Information: You recognize and agree that documents,
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files, records, data and other information developed and acquired by
CompuCom and its affiliates as to which you have had access constitute
"trade secrets" under applicable law and that under no circumstances
or for any reason will you utilize such confidential business
information, and such confidential business information shall remain
the sole property of CompuCom and its affiliates. You further agree to
keep confidential and not use or disclose to any third party without
the prior written consent of CompuCom any confidential information
known or possessed by you pertaining to CompuCom, its past and present
officers, directors, agents, employees, attorneys, representatives,
affiliates, predecessors, successors and assigns, if any, including,
without limitation all documents, memoranda, records, reports, notes,
notebooks, manuals, business plans, data, written information,
computer information, tapes, film and other material of any kind
containing or comprising confidential information in your possession
or control, all of which you acknowledge to be the exclusive property
of CompuCom and agree to deliver to CompuCom on or prior to the
effective date of this Agreement.
7. Release: You do hereby for yourself and for your heirs,
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representatives, executors, administrators, successors and assigns
irrevocably and unconditionally waive, release and forever discharge
CompuCom and its past, present and future officers, directors, agents,
employees, attorneys, representatives, affiliates, predecessors,
successors and assigns, if any, together with any employee benefit
plan sponsored by any such person, corporation or other entity, and
any fiduciary of any such employee benefit plan (hereinafter referred
to as "Releasees"), and each of them, from any and all claims,
obligations, rights of action, suits, agreements, damages, attorneys'
fees, costs and all other liabilities of any kind or description
whatsoever, either in law or in equity, whether known or unknown,
suspected or unsuspected, from the beginning of time to the date of
execution hereof. This release specifically includes, but is not
limited to, all claims arising out of or related in any manner to your
employment with CompuCom or any of its affiliates, your claims, if
any, under Title VII of the Civil Rights Act of 1964 (42 U.S.C.
(S)2000(e), et seq), the Age Discrimination in Employment Act of 1967,
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as amended (29 U.S.C. (S) 621, et seq) (the "ADEA"), including the
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Older Workers' Benefits Protection Act of 1990 amendment to the ADEA,
the Americans With Disabilities Act of 1990 (42 U.S.C. (S) 12101, et
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seq), the Employee Retirement Income Security Act (29
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January 24, ▇▇▇▇
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▇.▇.▇. (S) 1140), and the Texas Commission on Human Rights Act (as
codified in the Texas Labor Code), or any claim for wrongful
discharge or other violation of public policy, or any claim for breach
of contract, or for claims for alleged libel, slander, or defamation
of character, or any other claim based on your employment. You
further agree not to file a claim or suit of any kind against
CompuCom, or any of its affiliates, their respective officers, agents
or representatives, past or present, relating to your employment or to
participate voluntarily in any employment related claim brought by any
party against CompuCom or any of its affiliates. You expressly
acknowledge that you are unaware of any fact that would provide a
basis for any claim, liability or cause of action against Releases
that you are waiving and releasing under this Section .
8. No Compensation Owing: You expressly acknowledge that, as of the date
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of this letter, you have received all wages, commissions and/or other
compensation of any kind owed to you by CompuCom except as otherwise
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provided for in this letter. Additionally you agree that as of the
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effective date of this agreement, all CompuCom property, including
computer hardware, software, pagers, cell phones, keys, access badges,
travel cards, credit cards, etc. has been returned to CompuCom and
will not be used by you and that any debt owed to CompuCom by you has
been settled. You also expressly acknowledge that all confidential
information of any kind has been returned to CompuCom and that you
have not retained paper copies, data files, electronic data, etc. of
any CompuCom proprietary or confidential information.
9. Non-Disclosure: You agree that you will not disclose, other than
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under mandate of a court of competent jurisdiction or governmental
agency, to any person other than confidentially to your immediate
family, financial advisor and attorney any provision of this letter.
10. Binding Effect: The terms of this letter shall be binding upon you,
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your heirs, beneficiaries, administrators, executors, successors and
assignees and upon CompuCom and its respective successors and
assignees.
11. Entire Agreement: The terms of this letter constitute the entire
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agreement of the parties regarding the subject matter hereof, and any
and all prior and contemporaneous statements, representations,
negotiations, commitments or agreements, oral or written, relating to
the subject matter contained in this letter are merged herein and
superseded hereby and are of no legal force or effect whatsoever.
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January 24, 2000
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12. Miscellaneous:
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(a) You acknowledge that the terms of this letter not only are
understandable, but that they are fully understood by you.
(b) You acknowledge that you have 21 days to review this agreement
before executing; that CompuCom advised you in writing to consult
with an attorney before executing this letter; that you had an
adequate opportunity to review this letter with an attorney, that
you fully understand its terms; that you were not coerced into
signing this letter, and that you have signed this letter
knowingly and voluntarily.
(c) In order to revoke the terms of this letter, you must notify ▇▇▇▇
▇▇▇▇▇▇, ▇▇. VP Human Resources, of CompuCom, in writing, of your
decision to revoke; and such notice must be received within 7
days of the execution date of this agreement.
If this letter correctly sets forth our agreements with respect to the subject
matter hereof, please indicate your acceptance in the space provided below and
return one copy to ▇▇▇▇ ▇▇▇▇▇▇ whereupon it shall constitute a binding agreement
between you and CompuCom. If this letter is not executed by you and delivered
to CompuCom on or before Monday, February 7, 2000 the provisions hereunder shall
be null and void, having no force or effect.
Sincerely,
COMPUCOM SYSTEMS, INC. ACCEPTED AND AGREED TO
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
the 24th day of January, 2000
Its: Sr. Vice President, Human Resources Date: February 4, 2000