Resignation Agreement and General Release - Quality Dining Inc. and Martin Miranda
RESIGNATION AGREEMENT AND GENERAL RELEASE
This Resignation Agreement and General Release ("Agreement") is entered into
this 14 day of January, 2000 between Marti'n Miranda ("Employee") and Quality
Dining, Inc. ("Employer").
WHEREAS, Employee is currently employed by Employer;
WHEREAS, Employee and Employer have agreed that Employee shall resign his
employment with the Employer; and
WHEREAS, Employee and Employer desire to provide for an orderly transition of
Employee's responsibilities and to provide for certain termination benefits
to which Employee would not otherwise be entitled and resolve any differences
or disputes now existing or which may arise hereafter with respect to
Employee's employment and the termination thereof.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, Employee and Employer agree as follows:
1. Employee hereby tenders his resignation which resignation is hereby
accepted by Employer to be effective at the earlier of (a) the time of
Employer's normal close of business on March 31, 2000, or (b) such
earlier date selected by Employee and communicated to Employer by no less
than fourteen (14) days prior written notice (the "Severance Date").
2. Employee acknowledges that the Employer does not offer any severance or
termination benefits and Employee is not entitled to receive any
severance or termination benefits except as expressly provided herein
below:
a) Employer will continue to pay Employee at Employee's current salary
through and including the Severance Date in accordance with
Employer's normal payroll practices;
b) Employer will pay Employee for an additional ninety (90) days
commencing on the day after the Severance Date and concluding on the
ninetieth (90th) day thereafter (the "Benefit Period") in the form of
salary continuation at Employee's current salary, in accordance with
Employer's normal payroll practices; and
c) Employer will continue to provide coverage to Employee under its
existing health, vision and dental plans on the same terms as
currently exist through
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the earlier of the end of the Benefit Period or the date Employee
becomes (or could become) covered under any health plan of another
employer.
3. Employee will cease to participate in the Employer sponsored Non-
Qualified Deferred Compensation Plan as of the Severance Date and no
further contributions by the Employer or the Employee will be made to
said Plan with respect to any period after the Severance Date.
4. Employee acknowledges and agrees that he is not entitled to and shall not
receive any compensation for any accrued sick days, vacation days,
personal days, bonus or otherwise.
5. Employee acknowledges and agrees that any and all options issued to him
under the Employer's Stock Option and Incentive Plans shall expire as of
the Severance Date and any and all restricted shares that have been
issued to Employee which have not vested on or before the Severance Date
shall be forfeited by Employee as of the Severance Date.
6. From the date of this Agreement through the Severance Date, Employee
shall, among other things, assist in the transition of his
responsibilities to other employees of Employer and shall continue to
fulfill the responsibilities of the full service accounting manager until
a replacement is hired at which time he shall assist in the transition of
those responsibilities to the new employee.
7. Employee may revoke this Resignation Agreement and General Release for a
period of seven (7) days following the date of its execution. Any
revocation within this period should be submitted in writing and state,
"I hereby revoke my agreement to the Resignation Agreement and General
Release." The revocation must be personally delivered, or mailed and
postmarked, within seven (7) days of execution of this Resignation
Agreement and General Release. This Resignation Agreement and General
Release shall not become effective or enforceable until the revocation
period has expired.
8. Employee shall not disparage Employer or its subsidiaries, affiliates,
officers, directors, shareholders, employees, agents or services to any
third party, either orally or in writing.
9. Employee individually and on behalf of his heirs, executors,
administrators and assigns hereby voluntarily, completely,
unconditionally and irrevocably discharges and releases Employer, its
subsidiaries, affiliates, officers, directors, employees, agents,
predecessors, employee benefit plans and their fiduciaries, and other
representatives of Employer, and their successors and assigns (the
"Released Parties"), from any and all claims, demands, causes of action,
suits, charges, violation and/or liability whatsoever, known or unknown
(including attorneys' fees,
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interest, expenses and costs actually incurred) involving any matter
arising out of or in any way related, directly or indirectly, to
Employee's employment with Employer or the termination thereof. The
parties agree and acknowledge that the claims and actions released herein
include, but are not limited to, any claim or action based upon any
common law tort action, wrongful discharge, breach of contract and/or
employment discrimination on the basis of race, color, sex, religion,
national origin, age, disability, or any other basis under Title VII of
the Civil Rights Act, Americans With Disabilities Act, Age Discrimination
in Employment Act, the Older Workers Benefits Protection Act, the
Employee Retirement Income Security Act, the Fair Labor Standards Act,
and Family and Medical Leave Act, all as amended, or their state or local
counterparts, or any claim or action under any other federal, state, or
local law, rule, or regulation.
10. For a period of two (2) years from and after the Severance Date, Employee
shall not, directly or indirectly (a) induce or influence or attempt to
induce or influence, any person who is an employee of the Company (or who
had been an employee of the Company at any time during the preceding 12
months) to terminate their employment with the Company or to accept
employment with another Company, nor (b) aid, assist or abet any other
person, firm or corporation in any of the activities prohibited in the
immediately preceding clause (a).
11. On or before the Severance Date, Employee shall return to Employer all of
Employer's property in Employee's possession or control, including, but
not limited to, Employer documents, materials, computer disks and other
records.
12. Employee shall not to disclose any confidential or proprietary
information concerning Employer which was acquired during the course of
Employee's employment to any person, firm, corporation, association or
other entity.
13. Employee covenants and agrees to keep the terms of this Agreement
confidential and shall not be disclosed by Employee to any persons other
than Employee's counsel, accountant and members of Employee's immediate
family.
14. Employee acknowledges and agrees that if this Agreement is ever found to
be invalid or unenforceable (in whole or in part) as to any particular
type of claim or charge or as to any particular circumstances, it shall
remain fully valid and enforceable as to all other claims, charges and
circumstances. As to any actions, claims, or charges that would not be
released because of the revocation, invalidity, or unenforceability of
this Agreement, Employee agrees to return all consideration described
above, as a prerequisite to asserting or bringing any such claims,
charges or actions.
15. Nothing in this Agreement is or shall be construed as an admission by
Employer of any breach of any agreement or law or any intentional or
unintentional wrongdoing
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of any nature. Employee acknowledges and agrees that Employee has not
relied upon any representations of Employer except as set forth in this
Agreement.
16. This Agreement shall be governed by and enforced in accordance with the
laws of the State of Indiana and all disputes regarding this Agreement
shall be brought in the State of Indiana.
17. Employee further acknowledges and agrees:
(a.) THAT EMPLOYEE HAS READ THIS AGREEMENT;
(b.) THAT THIS AGREEMENT IS BEING ENTERED INTO FREELY AND VOLUNTARILY;
(c.) THAT EMPLOYEE UNDERSTANDS THIS AGREEMENT AND KNOWS THAT HE IS GIVING
UP RIGHTS INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF
THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963,
AND THE AMERICANS WITH DISABILITIES ACT OF 1990;
(d.) THAT EMPLOYEE CONSENTS TO EVERYTHING IN THIS AGREEMENT;
(e.) THAT EMPLOYEE HAS BEEN ADVISED AND HAS BEEN GIVEN THE OPPORTUNITY TO
CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT;
(f.) THAT EMPLOYEE HAS BEEN GIVEN WHAT EMPLOYEE CONSIDERS TO BE A
SUFFICIENT PERIOD OF TIME TO REVIEW AND CONSIDER THIS RESIGNATION
AGREEMENT AND GENERAL RELEASE BEFORE SIGNING IT; AND EMPLOYEE
UNDERSTANDS THAT FOR A PERIOD OF SEVEN (7) DAYS AFTER SIGNING IT,
EMPLOYEE MAY REVOKE EMPLOYEE'S ACCEPTANCE OF IT. IF EMPLOYEE REVOKES
THIS AGREEMENT WITHIN THE SEVEN (7) DAY PERIOD, IT SHALL NOT BE
EFFECTIVE OR ENFORCEABLE.
(g.) THAT THE PROVISIONS OF THIS RESIGNATION AGREEMENT AND GENERAL
RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF BOTH
EMPLOYEE AND EMPLOYER.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
Employee: Employer:
Quality Dining, Inc.
/s/ Marti'n Miranda By: /s/ John C. Firth
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Marti'n Miranda John C. Firth
Executive Vice President and General
Dated: January 14, 2000 Counsel
Dated: January 14, 2000