Sample Business Contracts

Retirement Agreement - Berlitz International Inc. and Elio Boccitto

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July 14, 1993

Mr. Elio Boccitto
Berlitz International, Inc.
293 Wall Street
Princeton, New Jersey  08540

Dear Elio,

This letter shall confirm our understanding regarding the terms and
conditions relating to your retirement as an officer and director of
Berlitz International, Inc. ("BII") and its subsidiaries.  BII and its
subsidiaries are referred to herein as the "Company".

      1.    Upon execution of this Agreement, you shall deliver (i)
your resignation as a member of the Board of Directors and Executive
Committee of the Board of Directors of BII effective as of July 27,
1993, 9:00 a.m., Eastern Daylight Time, and (ii) your resignation as
President, Chief Operating Officer and member of the Management
Executive Committee of BII effective as of August 31, 1993, 5:00
p.m., Eastern Daylight Time (the "Resignation Date").  As of the
Resignation Date, you shall cease to act as a director or officer of
each of BII's direct or indirect subsidiaries.  On or prior to the
Resignation Date you shall deliver your formal resignations as a
director and officer of each of BII's direct or indirect subsidiaries, in
each instance effective as of the Resignation Date or such other date
as may be determined by the Company.  

      2.    The Company agrees to pay you a lump sum severance
amount of $220,000 payable upon your Resignation Date, which shall
be subject to applicable federal and state withholding taxes.

      3.    You agree to act as an independent consultant to the
Company on as needed basis for a two year period commencing on
September 1, 1993 and ending on August 31, 1995 (the "Consulting
Period").  As full consideration for your services under this paragraph
3, you shall be paid the sum of $9,166.67 per month on the last day
of each month commencing on September 30, 1993 and ending on
August 31, 1995.  The Company's obligation to pay you the above
monthly consulting fees shall immediately terminate upon (i) your
death, (ii) your long-term disability as determined under the
Company's existing Long Term Disability Plan with UNUM, (iii)
your refusal to provide consulting services as specified in this
agreement in a manner reasonably satisfactory to 


the Company, (iv) your obtaining employment at any time during the
Consulting Period which pays you a gross salary at the rate of at least
$6,250 per month ($75,000 per year), or a series of consulting or
similar jobs under which you will receive $100,000 in the aggregate
in any year, or (v) your breach of the non-competition provisions set
forth in the next sentence.  You agree that during the Consulting
Period, you will not compete with the Company in any of the
businesses currently being conducted by the Company within the
United States or in any foreign country in which the Company is
doing business on the Resignation Date; your agreement not to
compete includes your agreement not to provide consulting or similar
services to any person or business entity which is engaged in any
business which competes with the Company in the manner set forth
above.  As a part of your consulting agreement, you agree to
cooperate fully with the Company in connection with all pending or
future litigation, administrative proceedings or investigations,
including all pending or future tax audits.  Your agreement set forth
in the preceding sentence shall continue after the expiration of the
Consulting Period.  You shall be reimbursed for your reasonable out-
of-pocket expenses incurred in connection with rendering consulting
services hereunder.  In providing the consulting services hereunder,
you shall be an independent contractor and not an employee of the
Company.  You shall perform your consulting services at a location
in the New York City or Princeton, New Jersey area other than the
premises of the Company as mutually agreed upon.

      4.    Your account balances which are vested under the
terms of the Company's Retirement Plan will be distributed to you. 
In order to receive such distribution, you must complete the necessary
Plan Termination Forms required under the Company's Retirement
Plan.  Such forms will be provided to you separately.

      5.    It is acknowledged and agreed that you have not
qualified for a 1993 bonus under the Company's Short-Term
Executive Incentive Compensation Plan.

      6.    Following the Resignation Date, you shall keep secret
and retain in strictest confidence, and shall not use for the benefit of
yourself or others except in connection with the business and affairs
of the Company, all confidential matters of the Company.  Such
information includes, but is not limited to, any trade or business plan,
pricing and price policies, sales forecasts, research and development
projects, proposed acquisitions, joint ventures and joint development
agreements or other trade secrets and industrial practices of the
Company (collectively "Business Information").

            Such Business Information cannot be disclosed by you
to any person other than an authorized representative of the Company
without the prior written consent of the Company.  Upon the
Resignation Date, you must return to the Company all written or
copies of written materials, lists, and other records of confidential
information that came into your possession while employed.

      7.    In accordance with normal ethical and professional
standards, you must 


refrain from taking action or making statements, written or oral,
which disparage or defame the goodwill or reputation of the
Company, its directors, officers, and employees or which could
adversely affect the morale of other employees.

      8.    In consideration of our fulfillment of all of our
obligations hereunder, and our agreement to pay you a lump sum
severance amount pursuant to paragraph 2, you agree to release the
Company and its controlling shareholder, directors, officers,
employees and trustees and administrators under all Company
employee benefit plans, from all claims, actions, or causes of action
you have or could have arising out of or which are in any way related
to your employment or the termination of your employment including,
but not limited to, all claims of discrimination in employment
including, but not limited to, those arising under the Age
Discrimination in Employment Act, as amended, Title VII of the Civil
Rights Act of 1964, as amended, the Employee Retirement Income
Security Act of 1974, as amended, the Fair Labor Standards Act, as
amended, and all other federal, state and local equal employment, fair
employment, civil or human rights laws, codes and ordinances, and
any and all claims for compensation or amounts in excess of those
specified in this letter agreement, excluding any claim to enforce your
rights under this letter agreement.  Your above release includes your
release of any and all rights you might otherwise claim to have under
any employment or severance agreement you may have with the
Company, including, but not limited to, your severance agreement
letter dated April 27, 1992, which shall be deemed terminated and of
no further force or effect upon the execution of this agreement.

      9.    The Company agrees to pay your reasonable legal fees
and expenses incurred in enforcing or defending any of your rights
under this letter provided you prevail in such enforcement or defense.

      10.   To the extent permitted or required by the laws of the
State of New York, the Bylaws and your Indemnification Agreement
with BII, BII shall indemnify and provide reasonable advances for
expenses to you, in accordance with the terms of such laws and such
Indemnification Agreement, if you are made a party, or threatened to
be a party, to any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or investigative,
by reason of the fact that you are, or were, an officer or director of
BII or any subsidiary or affiliate of BII, serving at BII's request and
in furtherance of BII's best interests, against expenses (including
reasonable attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by you in connection with
such action, suit or proceeding.

      11.   In the event that you violate any of your obligations
under this letter agreement or make any claims in violation of the
release contained in paragraph 8, all benefits provided to you under
paragraph 3 this letter agreement will immediately cease and the
Company may recover from you any consulting fee payments already
paid under this letter agreement.


            By signing and returning this letter, you acknowledge that you:

      (a)   have had sufficient time to review and consider its terms;

      (b)   have carefully read and fully understand the terms of
            this letter agreement;

      (c)   are entering into this letter agreement voluntarily and
            knowing that you are releasing claims that you have or
            may have against the Company;

      (d)   have had a reasonable opportunity to seek advice from
            an attorney of your choosing prior to signing this letter
            agreement; and

      (e)   release all claims in accordance with paragraph 8
            hereof in return for the consideration specified herein.

      This letter agreement sets forth the entire agreement between
the Company and you regarding your separation from the Company. 
No representative of the Company has the authority to verbally
excuse, amend, or modify any portion of this letter agreement.  If any
provision of this letter agreement or the release contained in
paragraph 8 shall be determined to be invalid or unenforceable, the
remainder of the letter agreement or such release, other than such
provision, shall not be affected or shall remain in full force and

      Please review this letter agreement carefully.  If you have any
questions about any of the information contained in this letter
agreement, please call Rob Hendon.


      This letter may be executed in counterparts, each of which
shall be deemed an original but all of which together shall constitute
one and the same instrument.



By:   /s/  HIROMASA YOKOI           
      Hiromasa Yokoi


/s/  ELIO BOCCITTO                        ____________
Elio Boccitto                             Date