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Exhibit 10.46
March 21, 2000
PROVANT, Inc.
67 Batterymarch Street, Suite 500
Boston, MA 02110
Ladies and Gentlemen:
Effective immediately, I hereby resign as Chairman of the Board, Chief
Executive Officer and an employee of PROVANT, Inc. ("PROVANT"). I shall remain a
member of the Board of Directors of PROVANT. In exchange for the benefits
described on the attached Exhibit, I hereby agree that my existing employment
contract with PROVANT is terminated (except for the non-competition and
confidentiality clauses) and all stock options that I have received from PROVANT
are terminated and shall be surrendered to PROVANT. I will continue to keep my
warrants to acquire PROVANT stock. Such benefits shall be made available to me
promptly upon (a) delivery by me of a general release in favor of PROVANT and a
special release relating to age discrimination claims and (b) expiration of the
statutory revocation period with respect to the special release.
/s/ Paul M. Verrochi
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Paul M. Verrochi
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EXHIBIT
1. I shall be paid in cash the sum of One Million Dollars ($1,000,000).
2. My automobile allowance and parking benefits shall continue until
May 4, 2001.
3. PROVANT shall pay all of my medical insurance premiums during the
period I am entitled to coverage under COBRA.
