EXHIBIT 10.1
Separation Agreement between C.
David Bowers and Nu Horizons Electronics Corp.
dated as of December 5,
2008.
This will
confirm our discussion about your separation from employment with
Nu Horizons Electronic Corp. (the "Company") on mutually agreeable
terms as set forth below. You and the Company agree that this
Agreement represents the full and complete agreement concerning
your separation from employment with the Company.
1.
Last Day of Work. You hereby resign as an
executive officer of the Company effective as of the date you sign
this Agreement. You will continue to serve as an employee of the
Company through and including your last day of work on
April 3, 2009. At that time, you must return any and all
Company property including, but not limited to, documents,
electronic files, cell phones, blackberries, credit cards, keys,
etc. You agree that you will not keep copies of
the Company's property, its documents or any of its confidential or
proprietary information and if you have any of the foregoing as of
your last day of work, you will return the same to the
Company.
2.
Transition. You agree that between
December 8, 2008 and April 3, 2009, you will be available, upon no
more than two (2) business days’ notice, to respond to
questions and to provide assistance to the Company, whether by
telephone or in person, concerning all matters you worked on during
your employment. During that period, you will receive
salary of an aggregate $135,217.75. Initially, you will
receive a lump sum payment of $27,661.52 on the eighth (8th) day
after you originally signed the Agreement providing you have not
revoked the Agreement. Then, providing you have not
revoked the Agreement, effective for the week of December 12, 2008
and ending on April 3, 2009, you will receive payments in
accordance with Nu Horizon’s regular payroll practices for
executive employees at a rate of pay of $6,326.84 per week;
however, the first weekly payment shall be payable at the same time
as the lump sum payment described in the preceding
sentence.
3.
Severance. Providing this Agreement
becomes effective and you abide by its terms, you will receive
$189,805.20, representing thirty (30) weeks of salary at a rate of
pay of $6,326.84 per week (the “Severance
Payments”). The Severance Payments shall be made
in accordance with Nu Horizon’s regular payroll practices for
executive employees.
4.
Withholding on Payments. Taxes and other
withholding amounts, as required by law, will be deducted from all
payments to you.
5.
Benefits. Your employee benefits
(including medical, dental, vision, group life insurance, short
and/or long term disability insurance, 40IK, and life insurance)
shall end on March 31, 2009; however, to the extent that you own
any then-exercisable options to purchase shares of the
Company’s common stock, you may still exercise them to the
extent permitted by the terms of such options and the stock
incentive plan(s) under which they were granted. After
your Company-provided benefits end, you may continue medical,
dental and hospitalization insurance coverage at your own expense
pursuant to a federal law known as
COBRA. Information on COBRA has been mailed to
you. Provided that you sign this Agreement, the Company
will pay your medical, dental and hospitalization insurance
coverage through COBRA through and including October 31,
2009. At that time you will be able to continue your
coverage at your own expense for an additional twelve (12)
months. To be eligible for such coverage, you must
complete the COBRA enrollment forms and return them as soon as
possible.
6.
Acknowledgments. You understand and agree
that without this agreement, you would not otherwise be entitled to
the payments and benefits specified in paragraphs 3 and
5. Further, by signing this Agreement, you agree
that you are not entitled to any other payments and/or benefits
that are not specifically listed in this Agreement.
7.
General Release of All Claims. In
exchange for the payments and benefits outlined above and the
Company's promises set forth in this Agreement, on behalf of
yourself (and your heirs, successors and assigns), you hereby
release the Company, and any and all of its respective
subsidiaries, affiliates, divisions and each of its respective
officers, managers, owners, attorneys, employees, agents,
successors and assigns, including, but not limited to, Arthur
Nadata and Richard Schuster, as well as their
respective heirs, successors and assigns
(hereinafter collectively "Releasees"), from any
and all legal, equitable or other claims,
counterclaims, demands, setoffs, defenses, contracts, accounts,
suits, debts, agreements, actions, causes of action, sums of money,
reckonings, bonds, bills, specialties, covenants, promises,
variances, trespasses, damages, extents, executions, judgments,
findings, controversies and disputes, and any past, present or
future duties, responsibilities, or obligations, existing from the
beginning of the world through the date hereof, which are now known
or unknown, including but not limited to the following:
|
|
|
any and
all such claims or counterclaims alleging or sounding in
discrimination, harassment, retaliation, failure to accommodate,
breach of contract, breach of any implied covenant of good faith,
piercing the corporate veil, whistleblowing, corporate fraud,
accounting, tort, defamation, libel, slander, injurious falsehood,
public policy, assault, battery, intentional or negligent
infliction of emotional distress, attorneys' fees, indemnification,
and all claims for compensatory, punitive, and liquidated damages;
and
|
|
|
|
any and all
claims under any and all federal, state or local laws including,
but not limited to claims under the fair employment practice laws
or other employment related laws of the United States, New York and
all jurisdictions, states, municipalities and localities,
including, but not limited to Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. §§2000e et seq.,
the Civil Rights Act of 1991; the Age Discrimination in Employment
Act, 29 U.S.C. §§621-634; the Americans with Disabilities
Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Family
and Medical Leave Act of 1993, 29 U.S.C. §§ 2601 ct seq.,
the Civil Rights Act of 1866. 42 U.S.C. §§
1981, the Worker Adjustment and Retraining Notification Act, 29
U.S.C. §§ 2101 et seq., the Sarbanes Oxley Act of 2002,
the National Labor Relations Act, 29 U.S.C. § 151,
et seq., the Fair Labor Standards Act, 29 U.S.C. §§201,
et seq., the Employee Retirement Income Security Act of 1974, 29
U.S.C. §§1001-1461, New York Labor Law, the New York
State Human Rights Law, the New York Executive Law §290 et
seq., and the New York Worker's Compensation Law; and
|
|
|
|
any and all
claims under all other employee relations, labor, corporate and
commercial statutes, executive orders, laws, rules and/or
regulations; and
|
|
|
|
any and all
claims for wages, bonuses, commissions, vacation pay, employee
fringe benefits, reimbursement of
|
|
