Sample Business Contracts

Termination Agreement - NCR Corp. and Per-Olof Loof

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Without Prejudice
Subject to Contract

                                 May 26, 1999

                                NCR CORPORATION


                                 PER-OLOF LOOF


                             TERMINATION AGREEMENT



THIS AGREEMENT is made the 26th day of May 1999.


(1)    NCR CORPORATION whose registered office is at 1700 South Patterson
       Avenue, Dayton Ohio 45479    (the "Company"); and

(2)    PER-OLOF LOOF (the "Executive").


(A)    The Company has employed the Executive since October 1995.

(B)    The employment will terminate on 9 June, 1999.



1.1    In this Agreement and the Schedules the following expressions, unless
       otherwise expressly stated, have the following respective meanings:

1.1.1  "Group" means the Company and any subsidiary or subsidiaries for the time
       being of the Company; and any affiliate of the Company. "Subsidiary" has
       the meaning assigned to it by Section 736 of the UK Companies Act 1985 as
       amended by the UK Companies Act 1989. The expressions "GroupCompany" and
       "Group Companies" shall be construed accordingly;

1.1.2  "Board" means for the time being directors of the Company present at a
       duly convened quorum meeting of the directors or a committee of the
       directors duly appointed for the purpose in question;

1.1.3  "European Union Right" means any right which the Executive may have under
       any treaty to which the United Kingdom is a party in connection with or
       arising out of its membership of the European Union or under any
       Directive, Regulation, Recommendation or Decision of any body directly or
       indirectly made pursuant to any such treaty;

1.1.4  "Prior Period" means the period of six months immediately preceding the
       Termination Date;

1.1.5  "Recognized Investment Exchange" means a body which is a recognized
       investment exchange for the purposes of the United Kingdom Financial
       Services Act 1986;

1.1.6  "Scheme"  means any applicable Pension plan in which the Executive

1.1.7  "Termination Date"  means 9 June, 1999; and

1.1.8  "Financial Business" means the business of NCR's Financial Solutions
       Group, in which the Executive was materially engaged.


2.1    In consideration of the payments to be made and other benefits to be
       provided by the Company in accordance with the provisions of this
       Agreement, the Executive will:

2.1.1  immediately resign from all offices and positions he holds with the
       Company Group and Companies which he holds by virtue of his employment;

2.1.2  immediately return all property of the Company and any Group Company and
       assign to the Company all rights, title and interest in such property and
       any other inventions, discoveries, or works of authorship created by the
       Executive during his employment;

2.1.3  subject to Clause 7, waive any claims he has or may have under the
       following UK Statutes: Equal Pay Act 1970, Sex Discrimination Act 1975,
       Race Relations Act 1976, Trade Union and Labour Relations (Consolidation)
       Act 1992, Employment Rights Act 1996, Disability Discrimination Act 1996
       and any other breach of any contractual or statutory right or any
       directly enforceable European Union Right.

2.2    Except for (i) the rights and obligations of the Company, any Group
       Company and the Executive stated in this letter agreement, (ii) the
       Company's obligation to the Executive under any benefit program in which
       the Executive has vested rights, and (iii) any rights to indemnification
       and related rights in accordance with Maryland corporate law to which the
       Executive may be entitled by reason of his having served as an officer of
       the Company, the Executive and the Company hereby forever release,
       discharge and hold harmless each other, and their respective heirs,
       subsidiaries, affiliates, officers, directors, successors and assigns,
       from any claim or cause of action whatsoever which either may have
       against the other resulting from or arising out of or related to the
       employment of the Executive by the Company, or the termination of that
       employment, including any claims or causes of action the Executive has or
       may have pursuant to Title VII of the Civil Rights Act of 1964 as
       amended, 42 U.S.C. Sec. 2000 et seq.; the Age Discrimination in
       Employment Act, 29 U.S.C. Sec. 621 et seq.; the Americans with
       Disabilities Act, 42 U.S.C. Sec. 12101; the Employee Retirement Income
       Security Act, as amended 29 U.S.C. Sec. 1001 et seq., and 42 U.S.C. Sec.
       1981, and other state and local human or civil rights law as well as all
       other statues in the U.S. which regulate employment; and the common law
       of contracts and torts. The Company and the Executive agree not to make
       any claim whatsoever against the other (or, in the case of the Executive,
       against any of the Company's direct or indirect subsidiaries) with any
       governmental agency or in any court of law at any time concerning matters
       relating to the employment arising from acts or failures to act which
       occurred prior to the Termination Date.

2.3    Assuming that mutually agreeable terms are established, assist the
       Company as a non-employee consultant for two months after the termination
       Date to develop a business plan relating to NCR's "microwave bank"



       The Executive acknowledges and agrees that he will not, save as is
       required by law, without the consent of the Company divulge to any
       person, or use for his own benefit or the benefit of any person, any
       information of a confidential nature concerning the business of the
       Company or of any Group Company or of any client or customer of the
       Company or of any Group Company which has come to his knowledge during
       the course of his employment with the Company or any Group Company.
       Confidential information for this purpose includes details of
       transactions he has undertaken on behalf of the Company and details of
       the business strategy and financial position of the Company and any Group
       Company. This restriction shall cease to apply to any trade secret, or
       confidential information which comes into the public domain (otherwise
       than through unauthorized disclosure by the Executive).

3.2    In consideration of the Company paying to the Executive not later than 10
       days after the date on which the Executive returns this Agreement fully
       executed to the Company the sum of (Pounds)10,000 less tax and National
       Insurance thereon the Executive agrees as set out in Clauses 3.3 and 3.4


3.3.1  The Executive understands and acknowledges that his senior position with
       the Financial Business has given him access to and the benefit of
       confidential information vital to the continued success of the Financial
       Business and influence over and connection with the customers, suppliers,
       distributors, agents, employees and directors of the Financial Business
       and those of the Group and hereby acknowledges and confirms that he
       agrees that the provisions appearing in this Clause 3.3 are reasonable in
       their application to him and necessary but no more than sufficient to
       protect the interests of the Financial Business.

3.3.2  In the event that any restriction contained in this Clause 3.3 shall be
       found to be void, but would be valid if some part of the relevant
       restriction were deleted, the relevant restriction shall apply with such
       modifications as may be necessary to make it valid and effective.

3.3.3  The Executive shall not without the prior written consent of the Chief
       Executive Officer of the Company, during the period of one year starting
       on the Termination Date, either alone or jointly with or as principal,
       partner, agent, director, employee or consultant of any other person,
       firm or corporation, and whether directly or indirectly, in competition
       with the Financial Business:

       A  entice or endeavor to entice away from the Financial Business or
          employ any employee who, immediately prior to the Termination Date,
          (i) reported to the Executive or (ii) reported to an employee of the
          Company or a Group Company who reported to the Executive or (iii) was
          in direct regular contact with the Executive during the Prior Period;
          or any other sales, development or managerial employee;

       B  accept employment with and/or provide services to, either as
          independent contractor or otherwise and/or serve as a director whether
          as an executive director or a non-executive director on the boards of
          any of the following companies being companies which the Company and
          the Executive hereby agree are major and direct competitors of the
          Financial Business: IBM, Unisys, Oracle, Diebold and Siemens Nixdorf.

3.3.4  Nothing in this Clause 3.3 shall prevent the Executive from holding
       securities in a company listed on a Recognized Stock Exchange where his
       holding does not exceed five per cent of the class of securities


       The Executive was engaged in businesses of the Company other than the
       Financial Business during the employment and the Executive agrees that in
       the period to and including June 9, 2000, he will not without the prior
       written consent of the Chief Executive Officer of the Company, (a) hire,
       attempt to hire or assist any other person or entity in hiring or
       attempting to hire any sales, development or managerial employee of the
       Company or any person who held such positions during the Prior Period, or
       (b) accept employment, either as an employee or independent contractor,
       with, or serve as a director of, any of the Company's direct, major
       competitors, or their subsidiaries or affiliates, namely: IBM, Unisys,
       Oracle, Diebold or Siemens Nixdorf.


       The Company shall:

4.1    pay to the Executive his basic salary and the Executive will continue to
       receive his other contractual benefits up to and including the
       Termination Date less tax, National Insurance and pension contributions;

4.2    pay to the Executive a gross compensation for loss of employment gross
       severance payment of (Pounds)470,000 ("Global Severance") subject to
       deduction of the tax and National Insurance on the balance in excess of
       (Pounds)30,000 in accordance with the PAYE regulations and will account
       for the same to the Inland Revenue, or otherwise as required by law.
       (Pounds)235,000 of the Global Severance will be paid less deductions
       therefrom to the Executive not later than 10 days after receipt by the
       Company of this Agreement fully executed by the Executive and his
       solicitor-if this initial payment is not made, this Agreement will be
       null and void. (Pounds)235,000 of the Global Settlement less deductions
       therefrom will be paid to the Executive not later than six months after
       receipt by the Company of this Agreement fully executed by the Executive
       and his solicitor PROVIDED ALWAYS that if the Executive fails to comply
       with his obligations pursuant to this Agreement he shall refund to the
       Company forthwith upon notification to him by the Company of such non-
       compliance one-half of any payment made to him pursuant to this Clause
       and shall forfeit entitlement to any further payment under this Clause;

4.3    determine, in January 2000, a Management Incentive Plan award that would
       have been payable to the Executive had his employment continued for the
       whole of the year to 31 December 1999 and will, not later than 31 March
       2000 pay to the Executive the MIP award so determined and pro-rated to
       the Termination Date;

4.4    pay the Executive 20 days base salary in lieu of vacation days accrued by
       him but untaken at the Termination Date;

4.5    permit the Executive to continue to participate in the Executive
       Financial Counseling Project until 31 December 1999;

4.6    provide the Executive the outplacement services of Right Associates;

4.7    reimburse the Executive's legal fees incurred in connection with this
       Agreement, upon receipt of relevant invoices subject to a maximum of
       (Pounds)1,000 plus VAT.


5.1    Subject to Clause 5.2 the Executive confirms that he will not without the
       prior written consent of the Chief Executive Officer of the Company make
       any statements, oral or written, touching upon or concerning his
       relationship with the Company or any Group Company, his appointment as a
       director of the Company or any Group Company or his resignation from
       office which would or might involve the disclosure of secret or
       confidential information about the Company or any Group Company, or which
       might be detrimental to the interests of the Company or any Group

5.2    If the Executive is required to make any such statement to comply with
       his legal and/or regulatory obligations he may do so without the written
       consent described at Clause 5.1 above and will not be deemed thereby to
       be in breach of this Clause.


       The Executive warrants that there are no matters of which he is aware
       relating to any acts or omissions of the Executive or any other director,
       employee or agent of the Company or any Group Company which if disclosed
       to the Company would or might affect the decision of the Company to make
       payments in accordance with Clauses 3 and 4 or provide any other benefits
       under this Agreement. The Executive also warrants that he has not
       presented an originating application to an office of the Employment
       Tribunals in the United Kingdom or commenced proceedings in any Court or
       tribunal anywhere in the world in connection with his employment or its


       This Agreement shall not prejudice or affect any rights, which the
       Executive may have accrued under any applicable pension plan or option
       agreements. His rights to benefits under such plans will be determined
       solely by the terms of the plans except as set out in the next two
       sentences. Notwithstanding that the Executive is not vested in his
       benefits under the Mid-Career Hire Supplemental Plan until 1 August 1999,
       the Company will, for vesting purposes to that Plan only, treat the
       Executive as employed until the vesting date. Subject to the approval
       (which the Company will seek) of the Compensation Committee of the Board
       of Directors, the Executive will be permitted to exercise vested options
       until September 15, 1999.

8.     NOTICES

       Any notice will be duly served under this Agreement if in the case of the
       Company it is delivered to NCR's Senior Vice President, Law, and if, in
       the case of the Executive it is handed to the Executive or sent by
       recorded or first class post to the Executive at such address as he may
       direct the Company. A notice sent by recorded or first class post will be
       deemed served on the working day next following posting.


       This Agreement may be entered into in any number of counterparts and by
       the parties to it on separate counterparts, each of which when so
       executed and delivered shall be an original, but all the counterparts
       shall together constitute one and the same agreement.


10.1   Subject to Clauses 10.3 and 10.4 this Agreement shall be governed by the
       laws of the State of Ohio and for the benefit of the Company, the
       Executive hereby submits to the jurisdiction of the Ohio Courts.

10.2   If any part of this Agreement is held to be unenforceable, the parties
       intend for the remaining portion of this Agreement to be given full force
       and effect. In particular, the parties intend for the provisions
       contained in Clauses 3 and 5 to be given maximum effect permissible under
       the law, in order to protect the Company's trade secrets and confidential
       and proprietary information.

10.3   The restrictions contained at Clause 3.3 shall be governed by English law
       and for the benefit of the Company the Executive hereby agrees to submit
       to the jurisdiction of the English courts in connection with any issue
       arising out of Clause 3.3.


       Subject to the Company's rights pursuant to this Agreement to seek
       injunctive relief or equitable remedies in a court action in any
       jurisdiction any controversy or claim related in any way to this
       Agreement, or to the Executive's employment relationship with the Company
       (including, but not limited to, any claim of fraud or misrepresentation),
       shall be resolved by arbitration pursuant to this paragraph and the then
       current rules and supervision of the American Arbitration Association.
       The arbitration shall be held in Dayton, Ohio, before an arbitrator who
       is an attorney knowledgeable of employment law. The arbitrator's decision
       and award shall be final and binding and may be entered in any court
       having jurisdiction thereof. The arbitrator shall not have the power to
       award punitive or exemplary damages. Issues of arbitrability shall be
       determined in accordance with the Federal substantive and procedural laws
       relating to arbitration; all other aspects shall be interpreted in
       accordance with the laws of the State of Ohio. Each party shall bear its
       own attorney's (and any other) fees associated with the arbitration and
       other costs and expenses of the arbitration shall be borne as provided by
       the rules of the American Arbitration Association. If any portion of this
       paragraph is held to be unenforceable, it shall be severed and shall not
       affect either the duty to arbitrate or any other part of this paragraph.


12.1   This offer will remain open until May 26, 1999.

12.2   Upon execution of this Agreement by both parties, the Agreement will,
       notwithstanding that it is marked without prejudice and subject to
       contract, be on the open record and shall be binding on both parties.

12.3   This Agreement is the entire agreement between the Company and the
       Executive regarding the termination of the Executive's employment and
       supersedes all prior written or oral undertakings, statements or
       agreements relating in any way to the terms and conditions of the
       employment of the Executive by the Company. The Executive acknowledges
       and agrees by his signature hereto that he has not relied on any
       representation or statement not set forth herein made by the Company or
       its agents, representatives or attorneys with regard to the subject
       matter of this Agreement. This Agreement may not be varied other than in
       writing signed by the Executive and signed for and on behalf of the

AS WITNESS the hands of the parties hereto or their duly authorized
representatives the day and year first before written. The Executive by his
signature (or that of his duly authorized representative) acknowledges and
agrees that:

 .      he has read this Agreement and had sufficient time to consider its terms;

 .      he is giving up important rights;

 .      he agrees with everything in the Agreement;

 .      he has been advised of and is aware of his rights to consult an attorney
       before signing the Agreement in addition to the requirement that he
       consult an English qualified lawyer; and

 .      he has signed the Agreement knowingly and voluntarily.

SIGNED by   /s/ Wilbert J.M. Buiter

for and on behalf of
in the presence of:  Jim Huelsman

SIGNED by    /s/ Per-Olof Loof
             PER-OLOF LOOF
in the presence of:



I confirm:

13.    that the within-written agreement (the "Agreement") relates to my right
       to complain that I have been unfairly dismissed and/or that I am entitled
       to a statutory redundancy payment and/or that I have suffered an unlawful
       deduction under the Employment Rights Act 1996 and/or have been
       discriminated against on grounds of sex race or disability contrary to
       the Sex Discrimination Act 1975, the Race Relations Act 1976 and the
       Disability Discrimination Act 1995 (the "Relevant Statutes");

13.    I received prior to the signature of the Agreement independent legal
       advice from
       Name of solicitor:    David Hards                (the "Adviser")
       Firm of solicitors:   ACS Hards & Co.
       Business Address of solicitor:
                               2 High Street
                               New Malden
                               Surrey KT3 4DA

       as to the terms and effect of the Agreement and in particular its effect
       on my ability to pursue my rights before an Employment Tribunal; and

13.    I have been advised that the conditions regulating compromise agreements
       pursuant to Sections 203, 77, 72 and 9 of the Relevant Statutes are
       satisfied and I have received the confirmation referred to below.

Signed:    /s/ Per-Olof Loof
         PER-OLOF LOOF

Date:  26/5/99

I confirm the matters of fact referred to above are accurate.

I further confirm that I am a solicitor holding a current practicing certificate
and that my firm has an insurance policy in force covering the risk of a claim
by me in respect of any loss arising in consequence of the advice that I have

Signed:    /s/ David Hards    , Solicitor

Date:   26/5/99