EXHIBIT
10.11
SEVERANCE AGREEMENT AND
GENERAL RELEASE
SEVERANCE
AGREEMENT AND GENERAL RELEASE ("Agreement") made and executed as of
March 21, 2005 by and between Avon Dixon Agency, LLC and its
corporate parent, affiliates, and subsidiaries (the "Company") and
Steven Fulwood ("Employee") residing at 8885 High Banks Drive,
Easton, Maryland 21601.
W I T N E S S E T
H
WHEREAS,
Employee was employed by the Company pursuant to an Employment
Agreement dated as of April 1, 2004 (the "Employment Agreement")
through March 8, 2005("Termination Date"); and
WHEREAS, the Company terminated Employee's
employment on March 8, 2005; and
WHEREAS, the parties desire to settle certain
differences between them, including, but not limited to, any
differences that might arise or be related to the Employment
Agreement, the Employee's employment and the termination
thereof.
NOW, THEREFORE, in consideration of the premises
and mutual promises herein contained, it is agreed as
follows:
1. TERMINATION OF EMPLOYMENT AGREEMENT .
The parties acknowledge and agree that this Agreement terminates
and supercedes all of the provisions of the Employment Agreement.
Employee agrees and understands that Employee is not authorized to
perform any work for, or to represent himself to others as an
Employee of the Company after the Termination Date.
2. EMPLOYEE'S REPRESENTATIONS . The
Employee represents that he has not filed any claims, complaints,
charges or lawsuits (collectively "Actions") against the Company
and any parent, subsidiary and related corporations and divisions
of any of them, and the members, owners, stockholders,
predecessors, successors, assigns, agents, directors, officers,
employees and representatives of any of them with any governmental
agency, arbitrator, or any court with respect to his employment or
separation from employment, and that he will not do so at any time
hereafter; provided, however, this clause shall not limit the
Employee from filing a lawsuit for the sole purpose of enforcing
his rights under this Agreement.
3. ACKNOWLEDGMENT OF PAYMENT AND RECEIPT
. The parties acknowledge that all payments for wages and benefits
due to the Employee have been paid by the Company and received by
the Employee, and that there are no further obligations of the
Company to the Employee.
4. PAYMENTS AND BENEFITS TO EMPLOYEE NOT
REQUIRED BY LAW OR CONTRACT . In full settlement of all Claims
as hereinafter defined in Section 9.A ("Release of the Company"),
and in consideration of the promises contained in this Agreement,
the Company shall provide the following to the Employee
(hereinafter collectively referred to as "Settlement
Benefits"):
A. Provided that Employee is not in breach of
his representations, warranties, covenants or obligations under
this Agreement: i) a lump sum of $21,100 for unused vacation,
subject to withholding for applicable taxes and other amounts,
payable on March 31, 2005, subject to Section 12 hereof; and ii) a
severance payment in the amount of $35,166.67, which shall be
payable to Employee over a period of two months commencing as of
the Termination Date, payable, subject to Section 12 hereof, in
equal amounts in accordance with the Company's payroll practices,
and subject to withholding for applicable taxes and other
amounts.
B. All Company medical and life insurance
benefits shall terminate as of the date Company’s payment
obligations cease pursuant to Section 4.A hereof and Employee shall
not be entitled to any benefits hereafter, except as otherwise
expressly provided in this Agreement or as otherwise required by
law (e.g. COBRA). Nothing contained herein shall be construed to
provide Employee with an entitlement to benefits greater than any
other Company employee, and Employee acknowledges the right of
Company to modify or reduce benefit programs to employees generally
from time to time and in its sole discretion. Employee further
understands that this Agreement waives any rights of Employee under
any incentive, restricted stock, deferred compensation or bonus
plan. Nothing contained in this Agreement shall affect any pension
rights which Employee has.
C. The Company shall respond to any request for
a reference from a prospective employer by providing a neutral
reference consisting of only the Employee's dates of employment and
position.
5. NO RE-EMPLOYMENT . The Employee
acknowledges and agrees that the Company and any of its
subsidiaries, affiliates or related companies are under no legal or
contractual duty to re-employ, rehire or retain him in any capacity
and that he will not apply for re-employment with the Company or
any of its subsidiaries, affiliates or related companies in any
capacity. Without limiting the generality of the foregoing,
Employee will not reapply and the Company and its subsidiaries,
affiliates or related companies will have no legal or contractual
duty to hire or retain the Employee in any capacity, whether as an
employee, consultant, director, independent contractor,
distributor, broker, finder or in any other commercial
relationship.
6. NO DENIGRATION .
A. The Employee shall not denigrate or defame the
Company, its subsidiaries, affiliates and related companies and
their respective past, present or future officers, directors,
employees or agents, or cause any negative publicity to be
disseminated about the Company, its subsidiaries, affiliates and
related companies and their respective past, present or future
officers, directors, employees or agents and their respective
products and services either orally or in writing. Without limiting
the generality of the foregoing, Employee shall not, without the
Company's prior written consent, in any manner disclose, divulge or
discuss his tenure, relationship and performance with the Company
and its subsidiaries, affiliates or related companies; provided,
that, Employee shall be permitted to disclose the dates of his
employment with the Company, his position and responsibilities and,
only in connection with interviews for full-time employment,
Employee shall be permitted to disclose only facts that the Company
has publicly disclosed.
B. Company agrees it shall not denigrate or defame
Employee, or cause any negative publicity to be disseminated about
Employee.
7. CONFIDENTIALITY OF AGREEMENT
.
A. The Employee shall keep the terms and
conditions of this Agreement confidential except as may be required
by law, and except that the Employee may discuss this Agreement
with his attorney, if any, his accountant, Financial adviser or
members of his immediate family residing with him, provided, in all
cases, each such person agrees to keep the information confidential
and not to disclose it to others. Employee recognizes that his
breach of this confidentiality provision would result in a material
breach of this Agreement. As it would be difficult to quantify the
damages suffered by the Company from such breach, in the event of
such breach, the Employee agrees to pay to the Company, as
liquidated damages, an amount equal to the payments received
hereunder by the Employee.
B. The Company shall keep the terms and
conditions of this Agreement confidential except as may be required
by law, rule or regulation, including the rules of a national
securities exchange, except as is necessary or desirable in
connection with the operation of its business or its financial
disclosures and except as may be necessary in connection with any
legal, administrative or regulatory proceedings.
8. EMPLOYEE'S AGREEMENTS AND
REPRESENTATIONS . The Employee's right to receive the
Settlement Benefits set forth in Section 4 above are specifically
contingent on the following agreements and
representations:
A. The Employee agrees that he will not attempt
to gain access to the Avon Dixon Agency LLC or any of its insurance
affiliates or subsidiaries (collectively “Avon Dixon”)
offices or to contact Avon Dixon employees, consultants, directors,
shareholders, customers, and other parties that have direct or
indirect relationships with Avon Dixon , provided, however, that if
the Employee has a bona fide business reason to contact Avon Dixon
or any related party, such contact shall be made exclusively
through Lloyd L. “Scott” Beatty or his designee. The
provisions of this Section 8.A shall not restrict Employee from
having contact with Avon Dixon personnel with whom Employee has
developed a personal relationship, provided that such contact is
purely social, no business directly or indirectly relating to the
Company is discussed. The provisions of this Section 8.A shall not
restrict Employee from banking with Company or utilizing financial
services offered to the general public by Company.
B. The Employee acknowledges and represents that
he has no Company property in his possession or control, nor has he
disposed of any Company property since the Termination
Date.
C. Without limiting the generality of Section
8.B hereof, the Employee represents, warrants and covenants that he
has returned all Company credit cards, repaid all bonds, deposits
and other amounts previously paid by or posted by the Company for
Employee's benefit, and returned all Company property. Subject to
Section 12 hereof, the parties hereto agree that Employee's payment
obligation to the Company at signing shall be netted against the
Company's payment obligation to Employee under Section 4.A hereof
from the Termination Date to the date hereof. The Employee further
acknowledges that he is no longer eligible to receive any
perquisites for his benefit, and that the Company has terminated
lease payments made by the Company in respect of any cars used by
Employee, including insurance and related car payments. The
Employee further represents and warrants that all ch
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