EXHIBIT 10 (a)
THIS IS AN IMPORTANT LEGAL DOCUMENT; BY SIGNING IT, YOU GIVE UP IMPORTANT RIGHTS
TO SUE. YOU SHOULD THOROUGHLY REVIEW AND UNDERSTAND THE EFFECT OF THE RELEASE
INCLUDED IN THIS DOCUMENT BEFORE ACTING ON IT. IF YOU DO NOT UNDERSTAND IT, DO
NOT SIGN IT.
EMPLOYMENT TERMINATION AND CONSULTING AGREEMENT
AND
GENERAL RELEASE
EMPLOYMENT TERMINATION and CONSULTING AGREEMENT and GENERAL RELEASE between
AMREP CORPORATION, an Oklahoma corporation ("AMREP") and KABLE NEWS COMPANY,
INC., an Illinois corporation (collectively, the "Company") and DANIEL FRIEDMAN
("Employee").
WHEREAS, Employee is a director, officer and employee of the Company and
Employee and the Company wish to arrange for the termination of such
relationships; and
WHEREAS, Employee and the Company desire to resolve all issues as to
employment benefits to which Employee is or may be entitled now and in the
future, including any and all claims which Employee has or may have arising out
of Employee's employment and/or the termination thereof,
NOW, THEREFORE, in consideration of the mutual promises herein contained,
it is agreed as follows:
1. Employment Termination; Resignations.
(a) As of the close of business on October 31, 2000 (the "Termination
Date"), Employee's employment by the Company will terminate for all purposes and
Employee will not thereafter be entitled to receive any salary, benefits or
other compensation from the Company, except as set forth herein.
(b) Effective on the Termination Date, Employee shall cease to be a
director and officer of the Company and all direct and indirect subsidiaries of
the Company, and this Agreement shall constitute Employee's written resignations
from all such positions. Upon request of the Company, Employee shall provide to
the Company such separate signed instruments of resignation from any of such
positions as the Company may request.
2. Company Not Liable. Employee agrees and understands that nothing
contained in this Agreement is an admission by the Company of any unlawful
conduct whatsoever. This Agreement shall not in any way be construed as an
admission by the Company that it has acted wrongfully with respect to Employee
in connection with his employment or the termination thereof, or that Employee
has any legal rights whatsoever against the Company with respect thereto, and
the Company specifically disclaims any liability to, or for wrongful acts
against, Employee.
3. Consulting Services. During the period from the Termination Date until
December 31, 2001, Employee shall be available to consult with the management of
the Company concerning its business for not more than 15 hours in each calendar
month. Such consulting services shall be provided by Employee at such locations
as shall be mutually agreeable to Employee and the Company, shall be called for
upon reasonable advance notice by the Company to Employee and shall be scheduled
with due regard to his other commitments. Employee has informed the Company that
he has changed his primary residence from New York City to Milan, New York, and
in no event shall Employee be required to travel to a location more than 100
miles from Milan, New York. Such consulting services shall be provided without
payment to Employee other than as specifically provided herein. The Company
shall reimburse Employee for his reasonable expenses incurred in providing such
consulting services in accordance with the Company's expense reimbursement
policies applicable to its senior executives.
4. Payments to Employee. In connection with the termination of Employee's
employment by the Company and in consideration of Employee's aforesaid agreement
to provide consulting services and Employee's release of the Company provided
for below, on January 3, 2001 the Company will pay to Employee the sum of
$305,191.47, less all required withholdings for tax purposes.
5. Purchase of Employee's AMREP Stock. Employee represents he presently
owns, free and clear of all liens, claims, charges and encumbrances, 38,610
shares of AMREP common stock (the "Shares"). AMREP and Employee agree that,
provided (i) Employee shall give written notice to AMREP not later than the
Termination Date specifying that Employee wishes to sell the Shares, and (ii)
not later than the time such notice is given Employee shall deliver to Jacobs
Persinger & Parker at 77 Water Street, New York New York 10005 (x) the
certificate or certificates representing the Shares, (y) Employee's irrevocable
stock power covering the Shares, duly executed in blank, and (z) Employee's
irrevocable instruction to deliver the same to AMREP for sale as hereinafter
provided, at 10:00 A.M. on January 3, 2001, at the principal office of AMREP in
New York City, Employee will sell and AMREP will purchase the Shares for a
purchase price of $7.00 per Share, and at such time AMREP will make payment
therefor by wire transfer to Employee's bank account specified in his aforesaid
notice against delivery of the certificates and aforesaid stock power therefor.
The delivery by Employee of said notice shall constitute Employee's
representation and warranty to AMREP that upon such purchase and payment AMREP
will acquire good title to the Shares free and clear of all liens, claims,
charges and encumbrances. Upon AMREP's reasonable request Employee will provide
such other instruments executed by him to confirm the foregoing and otherwise to
effectuate said purchase and sale.
6. Medical Insurance. The Company shall pay for the cost of medical
insurance for Employee for the remainder of his life, but only to the extent of
the coverage generally made available to Company employees and retirees under
the policy of medical insurance, if any, from time to time provided by the
Company, in its sole discretion and without any obligation to do so, and only if
and for so long as Employee shall pay to the Company monthly an amount equal to
the amount payable by officers of the Company for coverage under such policy.
Should the policy of medical insurance referred to above cease to be made
generally available to Company retirees, the Company will nevertheless provide
coverage to Employee, but only to the extent of the coverage generally made
available to Company employees under the policy of medical insurance, if any,
from time to time provided by the Company for its employees and only for so long
as Employee shall pay to the Company monthly an amount equal to the full amount
payable by the Company for such coverage.
7. Transfer of Automobile Lease. Effective as of the Termination Date Kable
News Company, Inc. ("Kable") shall assign to Employee, and Employee shall assume
the obligations of Kable under, the lease dated November 20, 1998 between Kable
and Mercedes Benz Credit Company covering a Mercedes station wagon VIN #
WDBJH82FXXX016476. Each such party shall execute and deliver to the other such
agreements and instruments as the other shall reasonably require to effectuate
such assignment and assumption. The parties shall use their best efforts to
obtain a release to Kable from Mercedes Benz Credit Company and, if such a
release is not obtained, shall enter into other arrangements to protect Kable
from any liability with respect to such lease.
8. Additional Consideration. Employee understands and agrees that the
agreements of and payments by the Company provided for herein represent
consideration to Employee over and above anything else of value which Employee
already is entitled to receive from the Company. Without limiting the generality
of the foregoing, Employee represents that (i) no executive of Kable News
Company, Inc. and (ii) to his best knowledge no executive of AMREP or any other
subsidiary of AMREP has received upon termination of his or her employment
severance compensation of more than one week's salary for each year of
employment except in situations where the employee gave the employing entity
and/or AMREP a release from claims arising out of his or her employment or the
termination of the employment.
9. Employee's Release of the Company. In consideration of the agreements of
and payments by the Company provided for herein and other terms of this
Agreement, subject to the provisions of this Agreement Employee for himself and
his heirs and assigns hereby releases and discharges the Company and its
successors, subsidiaries, affiliates and assigns, and its present and former
shareholders, officers, directors, agents, and employees, from all actions,
suits, liabilities, charges, claims and causes of action, known or unknown,
fixed or contingent, that Employee has, or may have, arising out of Employee's
employment or termination from employment, whether before courts, administrative
agencies, or other forums wherever situated, including, but not limited to, all
claims for wages, overtime premiums, holiday pay, pay for personal days, pay for
unused sick, absence, or vacation days, compensatory time, and any other pay for
time worked and leave of any kind to which Employee is or may be entitled, and
all claims under Title VII of the Civil Rights Act of 1964, as amended, the
Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as
amended by the Older Workers' Benefit Protection Act (the "ADEA"), the Equal Pay
Act of 1963, as amended, the Employee Retirement Income Security Act of 1974, as
amended, the Worker Adjustment and Retraining Act, as amended, the New York
Human Rights Law, and the various other federal state and local civil rights
acts involving discrimination on the basis of age, race, sex, sexual
orientation, religion, disability, national origin and marital status, and all
claims under express or implied contract theories.
10. Certain Claims not Released. This Agreement does not release or waive
any claims by Employee:
(a) for rights arising under this Agreement;
(b) for salary and benefits payable to Employee in the ordinary
course through the Termination Date;
(c) for worker's compensation to which Employee may be entitled in
respect of any job-related injury which occurred prior to the Termination
Date;
(d) for accrued Social Security benefits to which Employee may
become entitled under applicable law;
(e) for indemnification (as an officer and/or director) for
job-related, third-party claims arising prior to the Termination Date;
(f) with respect to any rights or claims that may arise under the
ADEA after the date on which Employee signs this Agreement; or
(g) which are unknowable to the Employee on the date hereof and
arise out of some past act of the Company unknown to the Employee.
11. EEOC Enforcement. It is understood that this Agreement may not affect
the rights and responsibilities of the Equal Employment Opportunity Commission
("EEOC") to enforce the ADEA, or be used to justify interfering with the
protected right of an employee to file a charge or participate in an
investigation or proceeding conducted by the EEOC under the ADEA.
12. Employee's Confidentiality and Noncompetition Agreements.
(a) Employee acknowledges that during his employment with the Company he
has had and while acting as a consultant for the Company hereunder he may have
access to confidential information regarding the Company and that he will not,
during or subsequent to his employment, divulge, furnish, or make accessible to
any person (other than with the prior written consent of the Board of Directors
of AMREP) any such confidential information or plans of the Company. However,
confidential information or plans shall exclude information or plans which: (i)
at the time of disclosure already are in the public domain or which, after
disclosure, are published or otherwise become part of the public domain through
no fault of the Employee; (ii) Employee can show was in his possession at the
time of the Company's disclosure to Employee and was not acquired, directly or
indirectly, from the Company or from a third party under an obligation of
confidence; or (iii) Employee can show were received by Employee after the time
of the Company's disclosure from a third party who did not require Employee to
hold it in confidence.
(b) Employee agrees that during the Consulting Period he will not (i)
engage directly or indirectly, whether individually, or as a shareholder,
partner, officer, director, sales representative, employee or consultant of any
business organization, in activities which are competitive with any business
owned or operated or being actively considered to be owned or operated by the
Company or any subsidiary or affiliate of the Company (a "Designated Business");
(ii) divert to any competitor of the Company or any subsidiary in a Designated
Business any customer of the Company or a subsidiary; (iii) solicit or encourage
any officer, employee, or consultant of the Company or any subsidiary to leave
its employ; or (iv) call upon any prospective acquisition candidate, on
Employee's own behalf or on behalf of any other person, which candidate was, to
Employee's knowledge, either called upon by the Company or any subsidiary or
with respect to which the Company or any subsidiary made an acquisition analysis
for the purposes of acquiring such entity. It is understood, however, that
Employee may consult with publishers.
(c) The parties hereto acknowledge that Employee's noncompetition
obligations hereunder will not preclude Employee from owning less than 1% of the
common stock of any publicly traded corporation conducting business activities
in a Designated Business. If at any time the provisions of this Section 12 are
determined to be invalid or unenforceable, by reason of being vague or
unreasonable as to area, duration or scope of activity, this Section 12 will be
considered divisible and will become and be immediately amended to only such
area, duration and scope of activity as will be determined to be reasonable and
enforceable by the court or other body having jurisdiction over the matter; and
Employee agrees that this Section 12 as so amended will be valid and binding as
though any invalid or unenforceable provision had not been included herein.
13. Employee's Review and Signature.
(a) Employee acknowledges he was first given a copy of this Agreement on
July 28, 2000. Employee will have a period of 21 days from the date Employee was
first given a copy of this Agreement in which to carefully study and consider
the terms of this Agreement. During this consideration period Employee is
advised to talk to an attorney about this Agreement and what it means to
Employee.
(b) If at any time on or before the 21st day after the day Employee was
first given a copy of this Agreement, Employee decides to accept the terms of
this Agreement, Employee should date and sign the "Employee's Acceptance" on
page 10 of this Agreement, and return the signed copy to AMREP at 641 Lexington
Avenue, New York, New York 10022, attention of: Peter M. Pizza, Secretary, so
that it is received by the Company no later than 25 days after the day Employee
was first given a copy of this Agreement.
(c) If Employee has spoken to an attorney about this Agreement, Employee
should also have that attorney complete the "Attorney's Statement" which appears
at the end of this Agreement.
14. Cancellation on Employee's Failure to Sign. If Employee has not signed
and returned a copy of this Agreement prior to the close of business on the 25th
day after Employee was first given a copy of this Agreement, or if Employee
cancels this Agreement as provided in Section 15, then the Company's proposed
undertakings in this Agreement shall be automatically withdrawn and canceled and
it will be as if the Company had never made such proposed undertakings.
15. Effectiveness of Agreement; Employee's Right to Cancel.
(a) This Agreement will not become effective or enforceable until 12:01
A.M. on the tenth (10th) day after the Company has received a copy of this
Agreement signed by Employee. That day and time is called the "Effective Date".
(b) UNTIL THE EFFECTIVE DATE, EMPLOYEE HAS THE LEGAL RIGHT UNDER FEDERAL
LAW TO CANCEL THIS AGREEMENT. THE FACT THAT EMPLOYEE HAS SIGNED AND RETURNED
THIS AGREEMENT TO THE COMPANY WILL NOT PREVENT EMPLOYEE FROM CANCELING THIS
AGREEMENT PRIOR TO THE EFFECTIVE DATE.
(c) If Employee decides to cancel this Agreement, Employee may do so by
notifying AMREP in writing not later than the Effective Date at the following
address:
641 Lexington Avenue
New York, New York 10022
Att: Peter M. Pizza, Secretary
If Employee cancels by mail or telegram, Employee must send the notice no later
than the Effective Date.
(d) IF EMPLOYEE HAS SIGNED AND RETURNED A COPY OF THIS AGREEMENT AND
EMPLOYEE DOES NOT GIVE THE COMPANY A WRITTEN CANCELLATION NOTICE PRIOR TO THE
EFFECTIVE DATE, THIS AGREEMENT WILL BECOME BINDING ON EMPLOYEE.
16. Notices. Notices under this Agreement shall be in writing and shall be
hand delivered or sent by certified mail, return receipt requested, or by
established overnight delivery service:
If to the Company at - AMREP Corporation
641 Lexington Avenue
New York, New York 10022
Att: Peter M. Pizza
and
If to Employee at - 1460 Jacksons Corner Road
Milan, New York 12571
or to such other address as either the Company or Employee shall specify to the
other by like notice.
17. Entire Agreement; Amendments. This Agreement is the entire agreement
between Employee and the Company with respect to all matters relating to the
termination of Employee's employment by the Company. The terms of this Agreement
may only be altered by a writing signed by Employee and the Company.
18. Governing Law. This Agreement shall be deemed to have been made within
the County of New York, State of New York, and shall be interpreted and
construed enforced in accordance with the laws of the State of New York and
before the Courts of the State of New York, County of New York.
AMREP CORPORATION
By:/s/ Edward B. Cloues, II
Name: Edward B. Cloues, II
Title: Chairman
KABLE NEWS COMPANY, INC.
By:/s/ Mohan Vachani
Name: Mohan Vachani
Title: Vice President
Dated: July 28, 2000
Copy received July 28, 2000
/s/ Daniel Friedman
Daniel Friedman
EMPLOYEE'S AGREEMENT AND ACCEPTANCE
I hereby acknowledge that I have had the opportunity to consider the terms
of the above Employment Termination and Consulting Agreement and General Release
for a period of 21 days. I have carefully read and studied said Agreement and I
fully understand its terms and the terms of the release of claims contained
therein and the consequences to me of my acceptance of said Agreement and giving
of such release. I hereby accept and agree to the terms of said Agreement and
the release, voluntarily and of my own free will.
AGREED TO AND ACCEPTED:
/s/ Daniel Friedman
Daniel Friedman
Dated: July 31 , 2000
