Agreement and Release - GT Interactive Software Corp. and Jack J. Cayre
AGREEMENT AND RELEASE
This Agreement and Release is made and entered into this 7 day of
March, 2000, by and between Jack J. Cayre and GT Interactive Software Corp.
DEFINITIONS
As used through this Agreement and Release:
"Cayre" refers to Jack J. Cayre, his heirs, executors,
administrators, agents, successors, assigns, and dependents.
"Company" refers to GT Interactive Software Corp., together with
its past, present, and future parents, subsidiaries, and affiliates, and its
respective past, present, and future officers, directors, agents, employees,
successors, and assigns.
RECITALS
WHEREAS, Cayre had been employed by the Company pursuant to an
Employment Agreement dated as of August 18, 1998 (the "Employment Agreement");
and
WHEREAS, the Company and Cayre each desires to be released from
certain obligations under the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and intending to be and being legally bound
hereby, the parties agree as follows:
AGREEMENT
1. The Employment Agreement is terminated effective as of February
18, 2000 (the "Termination Date"), except as to Sections 4 and 6 of the
Employment Agreement which shall survive and be deemed to be incorporated
herein. Cayre represents that he does not have any claim, action, or proceeding
pending against the Company.
2. Except as necessary to enforce the terms of this Agreement and
Release, and in exchange for and in consideration of the promises, covenants,
and agreements set forth herein, Cayre hereby releases the Company to the
maximum extent permitted by law from any and all manner of claims, demands,
causes of action,
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obligations, damages, or liabilities whatsoever of every kind and nature, at law
or in equity, known or unknown, and whether or not discoverable, which he has or
may have for any period prior to the date of the execution of this Agreement and
Release, including but not limited to all claims arising out of or related to
the termination of his employment with the Company or any rights he may have
under the Employment Agreement, all claims for additional compensation or
remuneration, all claims for reimbursement of relocation or business expenses
(except as set forth in Paragraph 9 hereof), and all claims to any stock or
stock options that might otherwise be available under the Employment Agreement,
as well as any claims of discrimination arising under Title VII of the Civil
Rights Act of 1964, as amended, the Americans with Disabilities Act, the Fair
Labor Standards Act of 1938, as amended, and the New York Human Rights Law, and
any claim for attorneys' fees or costs incurred in pursuing any legal claim
against the Company.
3. In full and complete consideration for Cayre's promises,
covenants, and agreements set forth herein, the Company will tender to Cayre,
and Cayre will accept, the following payments:
(a) Within thirty days of the Termination Date, the Company will
tender to Cayre the Base Salary (as such term is defined in Section 3(a) of the
Employment Agreement) and car allowance (as provided in Section 3(b)(ii) of the
Employment Agreement) due and payable to Cayre through such Termination Date;
(b) Severance pay equal to the Base Salary that Cayre would have
otherwise received if the terms of the Employment Agreement were in effect for
the period from and after the Termination Date and ending on February 18, 2002
(the "Severance Period") (which Base Salary, for purposes of further
clarification, shall be (i) $156,288.40 for the period from the Termination Date
and ending on August 17, 2000; (ii) $332,022.02 for the period from August 18,
2000 and ending on August 17, 2001; and (iii) $174,979.45 for the period from
August 18, 2001 and ending on February 18, 2002, commencing on the Termination
Date and payable at the times and in the amounts such Base Salary would have
been so paid and pro-rated as applicable through the last date of the Severance
Period;
(c) The automobile allowance of $2,000 per calendar month, as set
forth in Section 3(b)(ii) of the Employment Agreement, that Cayre would have
received if the terms of the Employment Agreement were in effect during the
Severance Period, commencing on the Termination Date and payable at the times
and in the amounts such automobile allowance would have been so paid and
pro-rated as applicable through the last date of the Severance Period; and
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(d) In lieu of bonus, with respect to the Company's fiscal year
ending (i) on March 31, 2000, $62,344.09 on each of July 1, 2000 and January 1,
2001, (ii) on March 31, 2001, $65,210.92 on each of July 1, 2001 and January 1,
2002, and (iii) on March 31, 2002 (pro-rated through the last date of the
Severance Period), $60,183.77 on each of July 31, 2002 and January 1, 2003,
which payments are in the aggregate equal to the aggregate amount that would
have otherwise been paid to Cayre as a bonus during the Severance Period had
Cayre's employment not been terminated.
4. Cayre shall also continue, during the Severance Period, to
participate in the Company's medical plans to the same extent as if Cayre's
employment had not been terminated.
5. The Company hereby acknowledges and agrees that all options
previously granted by the Company to Cayre to purchase, in the aggregate, 568
shares of the Company's Common Stock vested and became exercisable by Cayre in
full on December 16, 1999, as a result of the consummation of the transaction
with Infogrames Entertainment S.A. Such options shall continue to be exercisable
until May 18, 2000, on which date they shall expire and cease to be exercisable.
6. Payment of all compensation and benefits to Cayre hereunder
shall be subject to all applicable withholding taxes.
7. It is a material condition of this Agreement and Release that
Cayre shall not make or publish any statement (orally or in writing), or
instigate, assist or participate in the making or publication of any statement,
which would adversely affect, libel, slander or disparage (whether or not such
disparagement legally constitutes libel or slander) or expose to hatred,
contempt or ridicule (a) the Company; (b) any of its products, services,
affairs, or operations; or (c) the reputations of any of its past or present
directors, officers, employees or agents.
8. If Cayre breaches his promises and participates in a legal
proceeding based on claims he has released, or breaches Paragraph 7 of this
Agreement and Release or Sections 4 or 6 of the Employment Agreement, then he
agrees (a) to pay for all costs incurred by the Company, including reasonable
attorneys' fees, in defending against his claim; (b) that the Company may bring
an action for any damages suffered as a result of Cayre's breach of the
provisions contained in Paragraph 7 of this Agreement and Release or Sections 4
or 6 of the Employment Agreement; and (c) to pay all other damages awarded by a
court of competent jurisdiction.
9. Cayre acknowledges that the Company is in a period of
transition and, accordingly, agrees that he shall, without additional
compensation, provide up to ten
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hours per month of consulting service to the Company as may be reasonably
required by the Company for the period beginning on the Termination Date and
ending on the date six months thereafter (the "Consulting Period"). Upon
submission of itemized expense statements in the manner specified by the
Company, Cayre shall be entitled to reimbursement for reasonable travel and
other reasonable business expenses duly incurred during the Consulting Period by
Cayre on behalf and at the request of the Company and in accordance with the
policies and procedures established by the Company.
10. In executing this Agreement and Release, the Company does not
admit any liability or wrongdoing, and the considerations exchanged herein do
not constitute an admission of any liability, error, contract violation, or
violation of any federal, state, or local law or regulation.
11. This Agreement and Release shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
12. The unenforceability or invalidity of any provision or
provisions of this Agreement and Release shall not render any other provision or
provisions hereof unenforceable or invalid.
13. This Agreement and Release constitutes the entire agreement
between the parties and cannot be altered except in a writing signed by the
parties. The parties acknowledge that they entered into this Agreement and
Release voluntarily, that they fully understand all of its provisions, and that
no representations were made to induce execution of this Agreement and Release
which are not expressly contained herein.
14. The parties agree that any disputes concerning the
interpretation or application of this Agreement and Release shall be governed by
New York law and submitted to a court in New York, without regard to principles
of conflict of law or where the parties are located at the time a dispute
arises.
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IN WITNESS WHEREOF, the parties have executed this Agreement and
Release on the date indicated below.
GT INTERACTIVE SOFTWARE CORP.
/s/ Jack J. Cayre By: /s/ Harry Glantz
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Jack J. Cayre
Sworn to before me this Sworn to before me this
9th day of March, 2000 9th day of March, 2000
----- ------ ----- ------
/s/ Sarah C. Miley Dolan /s/ Sarah C. Miley Dolan
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Notary Public Notary Public
Sarah C. Miley Sarah C. Miley
Notary Public, State of New York Notary Public, State of New York
No. 01MI5028041 No. 01MI5028041
Qualified in Nassau County Qualified in Nassau County
Commission Expires April 11, 2002 Commission Expires April 11, 2002
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