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EXHIBIT 10.107
SEPARATION AND GENERAL
RELEASE AGREEMENT
THIS SEPARATION AND GENERAL RELEASE AGREEMENT is made and entered
into
by and between MAX W. JONES (hereinafter
referred to as "Jones") and GOODY'S
FAMILY CLOTHING, INC. (hereinafter referred
to as "the Company").
STATEMENT OF FACTS
On July 31, 2000, the Company and Jones entered into an
Employment
Agreement (the "Employment Agreement").
Jones voluntarily resigned from the
Company effective June 14, 2005 to pursue
other opportunities. Jones desires to
accept the following agreements, and Jones
and the Company desire to settle
fully and finally any differences and
disputes between them, including, but in
no way limited to, any differences and
disputes that might arise, or have
arisen, out of Jones' employment with the
Company, and the termination thereof.
STATEMENT OF TERMS
In consideration of the premises and mutual promises herein
contained,
it is agreed as follows:
SECTION 1.
TERMINATION OF EMPLOYMENT
Jones represents, understands and agrees that his employment with
the
Company terminated on June 14, 2005 (the
"Date of Termination").
SECTION 2.
NON-ADMISSION OF LIABILITY
This Separation and General Release (the "Agreement") shall not in
any
way be construed as an admission by the
Company that it has acted wrongfully
with respect to Jones or that Jones has any
rights whatsoever against the
Company, and the Company specifically
disclaims any liability to or wrongful
acts against Jones on the part of itself,
its employees, officers, directors or
its agents.
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EXHIBIT 10.107
SECTION 3.
CONSIDERATION
Severance Payment.
Within fifteen (15) days after the seven (7) day
revocation period referenced in Section 9,
Company shall pay Jones the total
gross amount of FOUR HUNDRED THOUSAND
DOLLARS ($400,000.00), less applicable tax
withholding and other standard
deductions.
Provided the Company complies with the
Severance Payment, such payment shall be
in full settlement of any claim Jones may
have by reason of his employment
relationship with the Company, including,
without limitation wages, bonuses,
accrued or unused vacation days, holiday
pay and sick pay and any rights under
the Employment Agreement. The Company and
Jones acknowledge and agree that fair
and reasonable consideration has been
received in exchange for this Agreement.
Jones agrees that his entitlement to
receive the consideration set forth above
is conditioned upon his execution of this
Agreement and his full compliance with
this Agreement, including, without
limitation, the terms of Section 12 of the
Employment Agreement regarding
confidentiality and non-solicitation. The parties
acknowledge and agree that any non-payment
of the Company of the consideration
recited in Section 3 by reason of Jones'
non-compliance with any of the terms of
this Agreement or the Employment Agreement
shall not render unenforceable any
provision of this Agreement.
SECTION 4.
EXPENSES
Jones has submitted to the Company any and all expenses incurred by
him
through the Date of Termination and that
all such expenses have been paid by the
Company in accordance with its existing
policies and procedures.
SECTION 5.
RETURN OF COMPANY MATERIALS AND PROPERTY
Jones understands and agrees that he has turned over to the Company
on
or before the execution date of this
Agreement all files, memoranda, records,
credit cards and other documents, physical
or personal property which he
received from the Company and/or which he
used in the course of his employment
with the Company and which are the property
of the Company. Jones agrees,
represents and acknowledges that as a
result of his employment with the Company,
he has had in his custody, possession and
control proprietary documents, data,
materials, files and other similar items
concerning proprietary information of
the Company and Jones acknowledges,
warrants and agrees that he has returned all
such items and any copies or extras thereof
and any other property, files or
documents obtained as a result of his
employment with the Company and he has
held such information in trust and in
strict confidence and will continue to do
so.
SECTION 6.
CONFIDENTIALITY; NON-SOLICITATION
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EXHIBIT 10.107
For the twelve (12) month period following the Date of
Termination,
Jones shall not, on his own behalf or on
behalf of any person or entity,
directly or indirectly solicit or aid in
the solicitation of any employees of
the Company to leave their employment from
the Company. Jones understands and
agrees that the terms of Section 12.(b) of
the Employment Agreement regarding
the covenant of non-solicitation and the
terms of Sections 12(a) and (c) of the
Employm ent Agreement regarding the
covenant of confidentiality are enforceable
and remain in full force and effect.
SECTION 7.
SEVERABILITY
The provisions of this Agreement are severable, and if any part of
it
is found to be unenforceable, the other
paragraphs shall remain fully valid and
enforceable. This Agreement shall survive
the termination of any arrangements
contained herein.
SECTION 8.
CONSULTATION WITH AN ATTORNEY
The Company advises Jones to consult with an attorney prior to
executing this Agreement. Jones agrees that
he has had the opportunity to
consult counsel if he chose to do so. Jones
further acknowledges that he has had
ample time in which to execute this
Agreement, and that he has had sufficient
time to read and consider this Agreement
before executing it. Jones acknowledges
that he is responsible for any costs and
fees
