EXHIBIT 10.28
CONFIDENTIAL
SEPARATION AGREEMENT AND RELEASE OF CLAIMS ("RELEASE")
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THIS RELEASE is entered into by S. Xxxx Xxxxxx ("the Executive"), for the
benefit of Cellco Partnership d/b/a Verizon Wireless, the partners of Cellco
Partnership, all companies affiliated with Cellco Partnership, and all
companies controlled by, or under common control with any of them, as well as
any successors, purchasers or assigns of Cellco Partnership (which are
collectively referred to in this Release as the "Company").
WHEREAS, the Executive entered into an Employment Agreement (the
"Agreement"), effective April 3, 2003, with the Company, and wishes to execute
this Release as contemplated under the terms of the Agreement, in connection
with his termination of employment from the Company.
NOW, THEREFORE, the Executive affirms as follows:
1. Release. Except with respect to any claims for remuneration under the terms
of the Agreement or this Release, the Executive, as his free and voluntary act,
hereby releases and discharges the Company, and the directors, officers,
employees, and agents of all entities collectively referred to as the Company,
of and from any and all debts, obligations, claims, demands, judgments or
causes of action of any kind whatsoever, known or unknown, in tort, contract,
by statute or on any other basis, for equitable relief, compensatory, punitive
or other damages, expenses (including attorneys' fees), reimbursements or costs
of any kind, including but not limited to, any and all claims, demands, rights
and/or causes of action, including those which might arise out of allegations
relating to a claimed breach of an alleged oral or written employment contract,
or relating to purported employment discrimination or civil rights violations,
such as, but not limited to, those arising under Title VII of the Civil Rights
Act of 1964 (42 U.S.C. Section 2000e et seq.), the Civil Rights Acts of 1866
and 1871 (42 U.S.C. Sections 1981 and 1983), Executive Order 11246, as amended,
the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. Section
621 et seq.), the Equal Pay Act of 1963 (29 U.S.C. Section 206(d)(1)), the
Rehabilitation Act of 1973 (29 U.S.C. Sections 701-794), the Civil Rights Act
of 1991, the Americans with Disabilities Act, the New Jersey Law Against
Discrimination, the New Jersey Conscientious Employee Protection Act, or any
other applicable federal, state or local employment discrimination statute or
ordinance, which the Executive might have or assert against any of said
entities or persons (a) by reason of his active employment by any of the
companies collectively referred to as the Company, or the termination of said
employment and all circumstances related thereto; or (b) by reason of any other
matter, cause or thing whatsoever which may have occurred prior to the
execution of this Release.
2. Reaffirmation of Terms of Agreement. The Executive hereby reaffirms the
terms and conditions of the Agreement, except as otherwise expressly modified
by this Release.
3. Supplemental Terms. In addition to the obligations and responsibilities of
the Agreement affirmed above, the Executive and the Company understand and
agree as follows:
a. Executive's employment with the Company shall cease effective June
30, 2004 ("Separation Date"). Executive's base salary shall continue
to be paid through the Separation Date, subject to any increase
granted by the Company. Other benefits currently provided Executive
(such as vacation, medical insurance, dental insurance, life
insurance, disability insurance, HCRA/DCRA, transition benefit,
profit sharing, and flexible spending allowance) will also continue
through the Separation Date except as expressly set forth herein.
Accrued but unused vacation as of the Separation Date will be "cashed
out" and paid to the Executive.
b. Executive's compensation earned through the Separation Date shall be
eligible for applicable Company match/credit under the Executive
Transition and Retention Retirement Plan (ETRRP), the Executive
Savings Plan (ESP), and the Verizon Wireless Savings and Retirement
Plan (401k). Any amounts deferred pursuant to the Company's qualified
or non-qualified deferral arrangements, by either the Executive or
the Company, will continue to be governed by the respective plan or
program documents and deferral elections. Executive is "retirement"
eligible for purposes of the ETRRP and ESP as of the Separation Date
having attained the age and service requirements set forth in each of
those plans.
c. Unless Executive elects to defer payment, in February 2005 Executive
shall be provided a Short-Term Incentive (STI) for 2004 that will be
prorated for the time period from January 1, 2004 through the
Separation Date. This amount will be based upon Executive's base
salary as of the Separation Date, the multiple established in Section
3(a)(ii) of the Agreement, and Company performance measurements.
Executive may elect to defer this payment in accordance with the
terms of the ESP during the 2005 enrollment process. Executive will
be provided an STI in February 2004 for calendar year 2003 in
accordance with his deferral election on file and based upon
Executive's current base salary, the multiple established in Section
3(a)(ii) of the Agreement, and Company performance measurements.
d. Liquidated Damages payable by the Company under Section 6(b) of the
Agreement shall commence as of the Separation Date in accordance with
the terms of the Agreement.
e. Executive's status as a corporate officer and his day-to-day
responsibilities will cease effective December 31, 2003. After
December 31, 2003, Executive will refrain from reporting regularly
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S. Xxxx Xxxxxx Page 2
into Company facilities but will assist in providing a smooth
transition of the function by providing advice and consultation
services as may be requested by the Company.
f. Where previously awarded and properly accepted by the Executive, year
2000, 2001, and 2002 Value Appreciation Rights (VARs) shall fully
vest as of the Separation Date and shall remain exercisable for the
five-year period following Executive's Separation Date in accordance
with the terms of the Award Agreements and the Verizon Wireless
Long-Term Incentive Plan ("LTIP"). Where previously awarded and
properly accepted by the Executive, year 2003 Restricted Partnership
Units (RPUs) will be prorated (based upon the Separation Date) and
shall become vested and exercisable on the Award Termination Date.
All other rights and obligations Executive has with regard to VARs
and/or RPUs shall be governed by the provisions of the respective
Award and LTIP documents, the terms of which shall remain and
continue in full effect and are hereby reaffirmed. Employee shall not
be eligible for any additional VARs, RPUs, or options for year 2004
or any year thereafter associated with the Company's Long-Term
Incentive Plan or an IPO by the Company. Executive acknowledges that
any violation of any of the covenants set forth in the Award and LTIP
documents will result in cancellation of the VARs and/or RPUs.
g. Any outstanding grants of Performance Stock Units (PSUs) made to
Executive under the Verizon Communications Inc. Long-Term Incentive
Plan will vest and be payable in accordance with the terms of that
Plan and its award agreements.
h. Executive agrees to cooperate fully with the Company with regard to
the Company's defense of any litigation filed against it (or
prospective legal actions claimed against it) with regard to actions
or activities associated with and/or arising from Executive's
employment with the Company as General Counsel and any other
employment position(s) he has held with the Company. In the event
Executive testifies or is asked to testify (involving testimony by
declaration or deposition) by the Company, in any proceeding
involving the Company, the Company shall pay all reasonable expenses
incurred by Executive including but not limited to transportation,
lodging, meals and parking (so long as such payments are not contrary
to any ethics opinion in the applicable jurisdiction relating to
reimbursement of witnesses).
i. Executive agrees not to disclose or discuss, other than with his
legal counsel, personal tax or financial advisors, or spouse, either
the existence of or any details of this Release. Executive will
instruct the above-referenced individuals not to disclose or discuss
the existence or any details of this Release with any other person.
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j. Employee further acknowledges that he will receive sufficient
consideration to support this Release. When asked by the Company to
re-execute and reaffirm this Release on or after the Separation Date,
Executive agrees to do so as one of his obligations under this
Release to provide the Company with a waiver and discharge of Company
liability through the Separation Date.
Statement by the Executive: By this document, the Company has advised me
in writing to consult with an attorney prior to executing this Release. I
acknowledge that this Release is written in a straightforward,
understandable manner, and that I understand all of the provisions of this
Release. I have carefully read and fully understand the provisions of this
Release and have had sufficient time and opportunity (over a period of at
least 21 days) to consult with my personal tax, financial and legal
advisors prior to executing this document, and I intend to be legally
bound by its terms. I understand that I may revoke this Release within
seven (7) days following my signing, and this Release will not become
enforceable or effective until that seven-day period has expired. If I
intend to revoke this Release, I shall forward any such Revocation in
writing to Xxxx Xxxx, Vice-President - Human Resources, 000 Xxxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxxxx, XX 00000.
THE UNDERSIGNED, intending to be legally bound, has executed this Release
on this 21st day of November, 2003.
/s/ S. Xxxx Xxxxxx
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THIS IS A RELEASE
READ CAREFULLY BEFORE SIGNING
Cellco Partnership d/b/a Verizon Wireless
/s/ Xxxx X. Xxxx
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Signature
Xxxx X. Xxxx
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Name
VP - HR
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Title
11/21/03
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Date
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