Exhibit 10.1
SEPARATION
AGREEMENT
This Separation
Agreement (the
“Agreement”), effective on the last date executed
below, is entered into by and between PC Connection, Inc. ,
on behalf of itself and its officers, directors, shareholders,
employees, agents, benefit plans and parent, affiliated,
predecessor, successor, subsidiary, and other related companies,
and each of them, jointly and severally (herein singularly and
collectively called the “ Company ”) and David
Beffa-Negrini, on behalf of himself and his heirs, executors,
guardians, administrators, successors and assigns, and each of
them, jointly and severally (hereinafter singularly and
collectively called the “ Executive ”), who
agree to be bound by all of the terms and conditions
hereof.
WHEREAS , the Executive has been employed by the Company
since March 31, 1983 and currently holds the position of
Senior Vice President, Corporate Communications and Creative
Services;
WHEREAS , the Company and the Executive have mutually
agreed on September 30, 2008, that the Executive will retire
from employment on or before December 31, 2008 under the terms
set out in this Agreement; and
WHEREAS , the Executive and the Company desire to set
forth severance and other agreed-to terms related to said
retirement;
NOW , THEREFORE , the parties hereby confirm
their agreement as follows:
1. Executive’s
Separation Payment . Subject to the Executive’s
fulfillment of all of the Executive’s obligations hereunder,
the Company and the Executive agree as follows:
A. The Company will pay the
Executive retirement compensation, at his current level of base
salary, less all applicable deductions for federal, state, and
local taxes, social security, medical coverage premiums, wage
withholding, and other taxes, for a period of two years and three
weeks (the “Separation Payment”). The Executive
acknowledges and agrees that the Separation Payment exceeds
complete satisfaction of any and all compensation due to the
Executive from the Company, whether for services rendered or
otherwise, through the Separation Date and that, except as
expressly provided under this Agreement, no further compensation is
owed or will be paid to the Executive. Should this Agreement not be
consummated by the Executive, the Company will in all events pay
the Executive for all accrued, unused vacation, less applicable
deductions for federal, state, and local taxes, social security,
wage withholding, and other taxes. Such payments are not
conditioned on continued employment or the execution of this
Agreement.
B. The Company represents that it
will accelerate vesting on Executive’s 20,000 shares of
restricted stock, and agrees to pay an amount equal to the
Executive’s grossed-up personal income tax liability on the
taxable value of the subject shares, such payment to be made not
later than the last day of the year following the year in which the
Executive remits the taxes that are payable in connection with the
vesting of such shares.
C. The Executive agrees to provide
consulting for the Company on an ‘as required’ basis
and only with prior approval from the Chief Executive Officer; and
in return, the Company agrees to pay the Executive at a rate of
$130.00 per hour. Payment for consulting services will be disbursed
to the Executive upon receipt of a detailed invoice.
2. Benefit Plans and Programs:
COBRA .
A. The Company and the Executive
hereby agree that all Company benefits, including, but not limited
to, employee discount, long-term disability, short-term disability
and life insurance coverage will cease as of the Separation Date,
except to the extent explicitly set forth in this Agreement. The
Executive will likewise not continue to earn vacation or other paid
time off after the Separation Date. The Executive’s right to
contribute to the Company’s 401(k) plan terminates as of the
Separation Date, in accordance with the terms of that
plan.
B. As of the Separation Date, the
Executive will be eligible for continued health care coverage, in
accordance with the provisions of the federal Consolidated Omnibus
Budget and Reconciliation Act, as amended (“COBRA”).
Provided the Executive timely elects to continue receiving group
medical coverage pursuant to COBRA, the Company agrees to pay for
the Executive’s COBRA coverage as of the Separation Date for
a period of eighteen (18) months. The Company’s
obligation to pay for the Executive’s COBRA coverage,
however, shall be reduced by the amount that the Executive would
otherwise pay toward such coverage from the Executive’s
Separation Payments, which rate and amount shall be equal to the
amount of the Executive’s medical coverage premiums as of the
Separation Date. Rates can be adjusted based on calendar year
changes in premiums.
3. Covenant not to Sue
. The Executive covenants not to file any suits, complaints, or
other actions against the Company in any court of law with respect
to any aspect of the Executive’s employment by, or separation
from employment with, the Company, or with respect to any other
matter whatsoever, whether known or unknown to the Executive at the
time of execution of this Agreement. It is agreed that if the
Executive should breach this Agreement, the Executive will pay the
Company’s resulting attorney’s fees and litigation
costs in their entirety.
4. Waiver and Release
. The Executive waives, releases, and forever discharges the
Company of and from all, and in all manner of, actions and causes
of action, suits, debts, claims and demands whatsoever, in law or
in equity, which the Executive ever had, may now have, or may
hereafter have with respect to any aspect of the Executive’s
employment by, or retirement from, the Company, or with respect to
any other matter whatsoever, whether known or unknown to the
Executive at the time of his execution of this Agreement. In
exchange for the retirement compensation and benefits provided the
Executive under this Agreement, to which the Executive would not
otherwise be entitled, on the Executive’s own behalf and that
of the Executive’s heirs, executors, administrators,
beneficiaries, personal representatives and assigns, the Executive
agrees that this Agreement shall be in complete and final
settlement of any and all causes of action, rights or claims that
the Executive may have had in the past, now has, or might now have,
known or unknown, in any way related to, connected with or arising
out of the Executive’s employment with or separation from the
Company. The Executive’s covenants and releases, as set forth
in the Agreement, include a waiver of any and all rights or
remedies which the Executive ever had, may now have or may
hereafter have against the Company under any federal, state, or
local discrimination law including, but not limited to, Title VII
of the 1964 Civil Rights Act, 42 U.S.C. §2000e, et seq
. (as amended by the Civil Rights Act of 1991), the Age
-2-
Discrimination in Employment Act of 1967, 29
U.S.C. §621, et seq ., the Americans With Disabilities
Act of 1990, 42 U.S.C. §12101, et seq ., the Family
and
