SEPARATION AGREEMENT
AND GENERAL RELEASE
This Separation Agreement
and General Release (the “Agreement”) is made on
this 2nd day of June, 2008 by and between Daniel S. Tamkin
(“Tamkin”), an individual residing at 327 Abbey
Road, Manhasset, New York 11030, and Synergx Systems Inc.
(“Synergx” or the “Company”), a
Delaware corporation having its principal office at 209
Lafayette Drive, Syosset, New York 11791.
WITNESSETH THAT:
WHEREAS Tamkin has been
employed by the Company since October 1991, and has been
employed as the Company’s Chairman and Chief Executive
Officer since 1997;
WHEREAS Tamkin and the
Company are parties to an Employment Agreement dated October
1, 2005 (the “Employment Agreement”);
and
WHEREAS Tamkin and the
Company wish to end their employment relationship on mutually
acceptable terms,
NOW, THEREFORE, in
consideration of the mutual covenants and promises provided
herein and of the actions taken or to be taken pursuant
thereto, Tamkin and the Company (individually, a
“Party” and collectively, the
“Parties”) agree as follows:
1.
Termination Date . On the Effective Date of this
Agreement, as defined in paragraph 15(d) below, Tamkin’s
employment with the Company shall terminate, Tamkin shall resign as
Chief Executive Officer and from all positions held by him at the
Company and its Affiliates (as defined herein), and Tamkin
thereafter shall have no further obligations to the Company except
as set forth in this Agreement.
Tamkin shall continue to
receive his base salary through the Effective Date, and shall
be paid for his accrued but unused vacation days as soon a
practicable thereafter.
2.
Payments and Benefits Upon Termination . Upon the
Effective Date, Tamkin shall be entitled to the following payments
and benefits:
(a)
a
lump sum payment of $200,000, less applicable tax and payroll
withholdings, payable on the Effective Date;
(b)
twelve
(12) monthly payments of $8,333.33, totaling $100,000, less
applicable tax and payroll withholdings, payable on the first day
of each month following the Effective Date;
(c)
six
(6) monthly payments of $1,000, as payment of Tamkin’s
monthly automobile lease payments and maintenance costs, payable in
accordance with existing Synergx policies and procedures applicable
to Tamkin;
(d)
reimbursement
for up to twelve (12) months for the cost of continuing
Tamkin’s existing health insurance benefits coverage under
COBRA; and
(e)
the
option for Tamkin to elect COBRA coverage for a period of up to
eighteen (18) months from the Effective Date, with the last six
months of such COBRA coverage to be paid for by
Tamkin.
Each Party’s original
executed Agreement shall be held in escrow by counsel for
that Party until the Effective Date. A copy of
each Party’s original executed Agreement, clearly
marked as such, shall be provided to counsel for the other
Party upon execution. On the Effective Date,
counsel for the Parties shall simultaneously exchange the
$200,000 payment under subsection (a) of this paragraph and
the original Agreements as executed by their respective
Parties.
In
the event the Company fails to make timely payment of any of
the amounts set forth in this paragraph, and such failure
remains uncured following five (5) business days’
written notice from Tamkin, the balance of all unpaid amounts
under subsections (a) through (c) of this paragraph shall
immediately be due in a lump sum payment to
Tamkin.
3.
Resignation from Board of Directors . Tamkin
shall tender his resignation as a director of the Company and as
Chairman of the Board of the Company on the Effective
Date.
4.
Definitions . For the purposes of this Agreement,
the terms set forth below shall have the following
meanings:
(a)
Products: Finished
and other products being, or being contemplated to be,
manufactured, assembled, processed, distributed or marketed, in
whole or in part, by the Company or any Affiliate.
(b)
Confidential
Information: That secret proprietary information of the
Company or any Affiliate of whatever kind or nature disclosed to
Tamkin or known by Tamkin (whether or not discovered or developed
by Tamkin) as a consequence of or through his employment with the
Company. Such proprietary information shall include
without limitation, all customers lists, costs, price lists, price
quotations, employee information, supplier information, marketing
information and strategies and all information relating to the
Products, processing, manufacturing, assembly, quality control,
know-how, research and development, sources of supplies and
materials, operating and other cost data, distribution arrangements
and Product proposals and marketing, any of which information is
not generally known in the industry or in related industries in
which the Company or any Affiliate engages in business (including
industries supplying to or purchasing from the Company or any
Affiliate) in the United States and Canada and shall specifically
include all information contained in manuals, communications with
customers and suppliers, memoranda, formulae, plans, drawings and
designs, specifications, equipment and machinery configurations,
and records of the Company and any Affiliate legend or otherwise
identified by the Company or any Affiliate as Confidential
Information.
(c)
Inventions: Those
discoveries, developments, concepts and ideas whether or not
patentable, relating to the Products and to the present and
prospective activities of the Company or any Affiliate (which
activities are known to Tamkin by reason of his employment with the
Company).
(d)
Affiliate: An
entity controlling, controlled by or under common control, or in
joint venture with the Company.
5.
Inventions . All Inventions which are at any time
developed by Tamkin acting alone or in conjunction with others,
during the period commencing with his employment by the Company
until the Effective Date (or, if based on or related to
Tamkin’s activities with the Company or on behalf of any
Affiliate or any Confidential Information or Invention(s) made by
Tamkin within one year after the Effective Date) shall be the
property of the Company, free of any reserved or other rights of
any kind on Tamkin’s part in respect
thereof. Tamkin agrees to make full disclosure of any
such undisclosed Inventions to the Company on or before the
Effective Date, and at the Company’s cost and expense to
execute formal applications for patents and also to do all other
acts and things (including, among others, the execution and
delivery of instruments of further assurance or confirmation)
deemed by the Company to be necessary or desirable at any time or
times in order to effect the full assignment to the Company of his
rights and title to such Inventions and otherwise to carry out the
purposes of this paragraph 5.
6.
Non-Disclosure . Tamkin represents that he has
not, and agrees that following the Effective Date he will never
directly or indirectly use, publish, disseminate or otherwise
disclose any Confidential Information or Inventions without the
prior written consent of the Company.
7.
Return of Proprietary Materials . Tamkin agrees
that upon the Effective Date, all equipment, models, prototypes,
designs, plans, drawings, documents, procedural manuals,
specifications, guides and similar materials, records, notebooks
and similar repositories of or containing Confidential Information
or Inventions, including all whether prepared by Tamkin or others,
will be left with or promptly returned by Tamkin to the
Company.
8.
Non-Disparagement . Each Party agrees not to make
any disparaging statements or remarks, whether orally or in writing
(including by e-mail) to any person or entity regarding the other
Party. For a period of one year commencing on the
Effective Date, Tamkin shall not participate in any solicitation
(which solicitation has not been approved or authorized by the
Company’s Board of Directors) of proxies or consents with
respect to any securities of the Company which are, or may be,
entitled to vote in the election of the Company’s Board of
Directors. For a period of one year commencing on the
Effective Date, Tamkin shall not participate in any way, directly
or indirectly, in any hostile takeover of Synergx.
9.
Non-Competition . Tamkin agrees that he shall,
for a period of one year commencing on the Effective Date, be bound
to not solicit or accept work from any competitor of the
Company. Tamkin acknowledges and agrees that he shall,
for a period of one year commencing on the Effective Date, be bound
to not solicit or accept work of a type performed by the Company
(directly as an employee, partner, sub-contractor, consultant or
otherwise) from any customer of the Company, or on or with respect
to any project, facility or installation to which the Company
provides services on the Effective Date. Tamkin further
agrees that for a period of one year commencing on the Effective
Date, he shall not recruit, solicit the employment or services of,
or induce employees of the Company or any subsidiary
or
