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Exhibit 10.8
SEPARATION AGREEMENT
AND RELEASE
This SEPARATION AGREEMENT AND RELEASE (the "Agreement") is made as
of
August 21, 2003, by and among GTECH
Holdings Corporation ("Holdings"), GTECH
Corporation ("GTECH") and Antonio Carlos
Rocha ("Executive"). Holdings, GTECH
and their respective direct and indirect
subsidiaries and affiliates (including,
without limitation, GTECH Brazil Holdings
S.A.) are herein collectively called
the "Company".
W I T N E S S E T H:
WHEREAS, Executive has been employed by the Company since
October,
1995, most recently as Senior Vice
President of Corporate Development; and
WHEREAS, the Executive desires to resign voluntarily from his
positions
with the Company; and
WHEREAS, the Company and Executive were parties to an
Employment
Agreement (the "Employment Agreement"),
dated January 15, 1998, which was
superseded by a letter agreement dated
February 9, 2001, and agreed to by
Executive on February 14, 2001 (the "Letter
Agreement"); and
WHEREAS, the parties entered into a "Change of Control Agreement"
(as
defined in Section 9 hereof); and
WHEREAS, the Employment Agreement, the Letter Agreement, the Change
of
Control Agreement and all other agreements
between the Executive and the Company
except (i) the "Bonus Award Agreements" (as
defined in Section 4 (g) hereof),
(ii) the "Restricted Stock Agreement" (as
defined in Section 4(g) hereof), and
(iii) the "Document" (as defined in Section
8 hereof) are herein collectively
called the "Executive's Employment Related
Documents"; and
WHEREAS, the Company and the Executive desire to execute this
Agreement
respecting the terms and conditions of the
Executive's voluntarily resignation
from the Company;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Termination of Employment. It is hereby agreed that
Executive's
employment with the Company will terminate
effective August 29, 2003 (the
"Termination Date") and that Executive will
be deemed to have resigned
voluntarily from such employment as of the
Termination Date.
2. Release by Executive. Except as specifically provided in
this
Agreement, the Document, the Restricted
Stock Agreement and the Bonus Award
Agreements, the Executive hereby
IRREVOCABLY AND UNCONDITIONALLY RELEASES,
ACQUITS, FOREVER
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FULLY DISCHARGES AND COVENANTS NOT TO SUE
OR OTHERWISE PARTICIPATE IN ANY ACTION
AGAINST the Company, and its predecessors,
successors and assigns, and the
current and former directors, officers,
employees, agents, attorneys,
representatives, predecessors, and insurers
and reinsurers of said corporations,
firms, associations, partnerships and
entities, and their guardians, successors,
assigns, heirs, executors and
administrators (all of which persons and entities
are hereinafter collectively referred to as
"Executive Releasees"), from or
regarding any and all claims,
counterclaims, actions, causes of action,
cross-claims, complaints, grievances,
promises, liabilities, obligations,
agreements, damages, rights, debts,
demands, controversies, costs, losses, and
expenses (including, without limitation,
attorneys' fees, court costs and
expenses) of whatever nature or kind, in
law or in equity, or otherwise, whether
now known or unknown, which the Executive
now has or may ever have had prior to
the "Effective Date" (as defined in Section
12 hereof) against all or any of the
Executive Releasees. Without limiting the
foregoing, except as provided in this
Agreement, the release and covenant not to
sue set forth in the immediately
preceding sentence applies to all claims
under any municipal, local, state or
federal law, common or statutory, for any
actions or omissions, whether known or
unknown, that arise from, relate to, or are
in any way connected with claims of
breach of contract and wrongful termination
and claims arising under the Federal
Age Discrimination in Employment Act, and
any other federal, state or local laws
prohibiting employment discrimination or
claims growing out of any legal
restrictions on the Company's right to
terminate its employees. This release and
covenant not to sue applies to all claims
relating to Executive's employment by
the Company including all claims based on
the Executive's Employment Related
Agreements. This release and covenant not
to sue also applies to all common law
claims including breach of contract, fraud,
negligence, negligent
misrepresentation, and any other tort or
contract claim, and EXCEPT AS PROVIDED
IN AND SUBJECT TO THE LIMITATIONS SET FORTH
HEREIN, THIS IS A FULL, COMPLETE AND
GENERAL RELEASE. Executive further
represents and warrants that he has not
heretofore assigned any claims that he may
have against the Executive Releasees
to any other person or entity.
Notwithstanding any of the foregoing, the Company
acknowledges that Executive may be subject
to civil process (including subpoenas
issued by legal authorities) that may
require him to provide testimony regarding
his employment with the Company.
3. Payments. (a) In furtherance of the Company's obligations to
Executive under the Executive's Employment
Related Agreements, the Company shall
continue Executive's base salary as of the
Termination Date ($300,000), subject
to all applicable deductions, for a period
which shall end eighteen (18) months
from the Termination Date. Said base salary
shall be payable bi-monthly on the
Company's usual dates for salary payments
commencing on the first such date
after the Termination Date.
(b) This payment and the other benefits and payments provided for
in
this Agreement constitute the entire
obligation of the Company, represent full
and complete satisfaction by the Company of
all obligations under the
Executive's Employment Related Agreements,
and constitute full and complete
settlement of any claim under law or equity
that Executive might otherwise
assert against the Company for
compensation, benefits or remuneration of any
form.
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4. Benefits. From and after the Termination Date, Executive shall
not
be eligible for any Company benefits or
perquisites, and shall no longer be
eligible to participate in any Company
benefit program or plan, except as
expressly set forth below:
(a)
The Company shall for a period of twelve (12) months following
the
Termination Date, or until Executive's
earlier death, and subject to continued
employee contributions at levels equal to
those existing as of the Termination
Date, continue to provide Executive with
the life insurance policy in effect as
of the Termination Date ("Life Insurance
Coverage"), and (ii) for a period of
eighteen (18) months following the
Termination Date, the Executive will be
entitled (at the Company's cost) to private
medical care with CARE Plus or other
equivalent private medical care plan of
GTECH's election, as determined by GTECH
from time to time. Thereafter, the Company
will respect Executive's rights, if
any, to continued coverage at his own
expense under the Consolidated Omnibus
Budget Reconciliation Act (COBRA) or other
applicable laws. Without limiting the
foregoing, after the initial eighteen month
period referenced above, the Company
will use reasonable efforts to enable the
Executive at the Executive's expense
to continue medical care insurance with
CARE Plus for so long as the Company
makes CARE Plus available to its employees
in Brazil. In the event that the
Company no longer uses CARE Plus as the
medical insurer for its Brazilian
employees after the eighteen month period
described above, the Company will use
reasonable efforts to enable the Executive
at Executive's expense to continue
medical insurance coverage with the
subsequent insurance carrier(s) so long as
the carrier(s) accept Executive as an
insured.
(b) In the event that Executive commences other employment with
a
successor employer ("new employment")
during the period in which the Company is
obligated to continue health insurance
coverage under subsection (a)(ii) above,
the Company may offset such obligations by
any medical coverage which Executive
receives during the applicable continuation
period from a successor employer, so
long as the aggregate coverage (from the
Company and the successor employer) is
substantially and financially comparable to
the benefits and coverage provided
by the Company as of the Termination Date;
provided that nothing contained
herein shall limit any continuation of
coverage required by law. Executive shall
notify the Company promptly of his new
employment and shall provide only such
information as shall be required to
determine the appropriate medical coverage
in accordance with this paragraph.
(c) Executive's account under Company's 401(k) plan shall be
treated in
accordance with the plan.
(d) (i) The Company shall defend and hold Executive harmless to
the
fullest extent permitted by applicable law
in connection with any claim, action,
suit, investigation or proceeding arising
out of or relating to performance by
Executive of services for, or action of
Executive as a director, officer or
employee of the Company prior to the
Termination Date. Expenses incurred by
Executive in defending such a claim,
action, suit or investigation or criminal
proceeding shall be paid by the Company in
advance of the final disposition
thereof upon the receipt by the Company of
an undertaking by or on behalf of
Executive to repay said amount unless it
shall ultimately be determined that
Executive is entitled to be indemnified
hereunder.
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(ii) In addition, Executive will be covered by the Company's
directors and officers liability insurance
policy to the extent of the coverage
provided by such policy through the
Termination Date.
(e) The Company shall cover the costs associated with the shipment
of
Executive's personal belongings from Rhode
Island to Brazil and shall make the
arrangements for such shipment. The
Executive shall cooperate with the Company
in such arrangements. The Company also
shall cover the cost of a one-way airline
ticket from the United States to Brazil for
Executive.
(f) The Company will permit the Executive to purchase his car in
Brazil
in accordance with the Company's policy in
effect in Brazil. In lieu of any car
allowance in the United States, the Company
will reimburse the Executive for the
early termination fee in connection with
his Rhode Island based leased car; such
termination fee to be in the amount of
$4,800.00. The Executive will terminate
the lease relating to such leased car and
return the car to the lessor.
(g) The Executive and the Company are parties to a Restricted
Stock
Agreement (the "Restricted Stock
Agreement") (item 8 on Exhibit A), certain
Restricted Stock Agreements - Bonus Awards
(the "Bonus Award Agreements") (items
9 and 10 on Exhibit A) and certain
Non-Qualified Stock Option Agreements (the
"Non-Qualified Stock Option Agreements")
(items 1, 2, 3, 4, 5, 6 and 7 on
Exhibit A) which are described on Exhibit A
attached hereto and made a part
hereof. The parties hereto hereby agree
that the Non-Qualified Stock Option
Agreements are hereby terminated and of no
further force or effect. The parties
acknowledge and agree that Executive has no
vested options or shares under any
of such agreements and all unvested shares
and options under such agreements are
forfeited on the Termination Date. The
parties hereto further acknowledge and
agree that (i) the Bonus Award Agreements
and the Restricted Stock Agreement
will remain in full force and effect; (ii)
for purposes of the Bonus Award
Agreements and the Restricted Stock
Agreement only, Executive's voluntary
resignation shall be deemed to be a
termination without cause; (iii) all shares
granted to Executive pursuant to the Bonus
Award Agreements shall be forfeited
except those shares awarded pursuant to
Section 1(a) of the Bonus Award
Agreements; and (iv) all shares granted to
Executive pursuant to the Restricted
Stock Agreement shall vest and all
restrictions shall expire on the "Effective
Date" (as defined in Section 12 hereof) as
provided in Section 2(b) of the
Restricted Stock Agreement.
(h) The Company shall pay the Executive's tax preparation fees
for
calendar year 2003, provided such amount
does not exceed $5,000.00.
(i) The Company shall pay to Executive his accrued but unused
vacation
pay, if any, during the pay period
follow
