Exhibit 10.24
VOLUNTARY SEPARATION AGREEMENT AND RELEASE
In consideration of the mutual promises and agreements hereinafter set forth,
the receipt and sufficiency of which are hereby mutually acknowledged, Allstate
Insurance Company, its subsidiaries, parents and affiliates ("Allstate"), on
its own behalf and on behalf of its officers, directors, agents, servants,
employees, stockholders and assigns, and all other persons, firms, associations
and corporations jointly or severally liable with it, and XXXXXX XXXXXXX ("Xx.
Xxxxxxx") presently an employee of Allstate, do hereby enter into this
Voluntary Separation Agreement and Release ("Agreement") and do hereby mutually
covenant and agree as follows:
1. Effective as of the close of business on October 4, 2013, Xx. Xxxxxxx
shall be reassigned from his current position. He will assume a
special assignment position within Allstate, which position shall
consist of new duties, obligations and responsibilities as dictated by
special projects. Xx. Xxxxxxx'x special assignment position shall
continue thereafter, to and including March 31, 2014. As of the close
of business on March 31, 2014, Xx. Xxxxxxx'x employment with Allstate
shall fully terminate. During the period of Xx. Xxxxxxx'x special
assignment, the following conditions will apply:
(i) Allstate will pay Xx. Xxxxxxx the amount of $39,783.33
(Thirty Nine Thousand Seven Hundred Eighty Three Dollars and
Thirty Three Cents) per month. During this time of
Xx. Xxxxxxx'x special assignment position, Allstate shall
continue to provide Xx. Xxxxxxx with its usual and customary
401(k) plan match, pension plan contributions, and health
insurance contributions.
(ii) On or before March 31, 2014, Xx. Xxxxxxx will be paid for
any Paid Time Off days (commonly referred to as "PTO")
earned but not used prior to October 4, 2013. Xx. Xxxxxxx
will not be entitled to any further PTO in 2013 or 2014.
(iii) Xx. Xxxxxxx shall be entitled to any unreimbursed business
expenses incurred prior to October 4, 2013.
(iv) Xx. Xxxxxxx shall not be eligible for any benefits under
Allstate's short term disability program, nor shall he be
eligible for any long term disability benefits as of
October 4, 2013.
(v) Xx. Xxxxxxx shall be entitled to no further compensation,
severance, salary, wage, bonus, (including any annual
incentive plan payment for the 2014 performance year),
equity or other grants, paid time off or other form of
remuneration or consideration as of March 31, 2014, except
as hereinafter set forth in paragraph 7 of this Agreement.
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2. Nothing in this Agreement may be read to alter or amend any terms or
conditions of Xx. Xxxxxxx'x employment with Allstate other than those
specified in this Agreement. All other employment policies continue in
effect with regard to Xx. Xxxxxxx'x employment.
3. By accepting payments under this Agreement, Xx. Xxxxxxx is waiving any
entitlement he believes he has to benefits that may otherwise be
available under the Allstate Severance Pay Plan and/or the Change of
Control Severance Plan, if applicable.
4. After his employment with Allstate ceases as described in Paragraph 1
of this Agreement, Xx. Xxxxxxx shall not seek employment at any time
with any Allstate office, subsidiary or affiliate, nor shall
Xx. Xxxxxxx accept work at any Allstate office, subsidiary or
affiliate, nor shall Xx. Xxxxxxx purchase an Allstate agency.
5. Should Xx. Xxxxxxx die after the effective date of this agreement but
on or before all payments have been made pursuant to this Agreement,
such payments shall be paid to Xx. Xxxxxxx'x estate as they become
payable.
6. Any stock options awarded to Xx. Xxxxxxx and scheduled to vest shall
vest subject to the terms of his respective Option Award Agreement(s).
Any Allcorp restricted stock units awarded to Xx. Xxxxxxx and
scheduled to unrestrict shall unrestrict subject to the terms of his
respective Restricted Stock Unit Award Agreement(s). Any performance
stock awards awarded to Xx. Xxxxxxx will be forfeited on March 31,
2014.
7. In lieu of any cash bonus for which he may be eligible in accordance
with the terms of Allstate's Annual Incentive Plan ("AIP") for the
2013 performance year, Allstate shall pay Xx. Xxxxxxx an amount of
$406,000 (Four Hundred Six Thousand and 00/100 Dollars), subject to
federal, state, FICA, and other applicable tax deductions, on or about
March 15, 2014. Such amount is in addition to the payment specified in
paragraph 1 above.
8. Xx. Xxxxxxx has held a position of trust and confidence with Allstate
and possesses and has had access to highly valuable, confidential
and/or proprietary information ("Confidential Information"). This term
shall be interpreted broadly to include all information of any sort
(whether merely
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remembered or embodied in a tangible medium) that: (i) is related to
Allstate's business; and (ii) is not generally or publicly known. It
includes, without limitation, customer, employee and supplier
information; sales, financial, business, and new product development
plans; information about Allstate software, hardware and other
technologies, trade secrets, financial results, strategies,
copyrights, data files, and other proprietary information, regardless
of media or form. Xx. Xxxxxxx agrees that such Confidential
Information is the property of Allstate. Xx. Xxxxxxx shall return all
company property and all copies (paper or electronic), including but
not limited to, files, data studies, software, plans and equipment and
whether or not containing Confidential Information, to Allstate on or
before March 31, 2014. Xx. Xxxxxxx shall not (i) disclose, cause or
permit disclosure of the Confidential Information nor (ii) make any
use of the Confidential Information for himself or others except as
required by law or approved in writing by Allstate and shall notify
Allstate promptly should he become aware of any unauthorized
disclosure of such information.
In addition, Xx. Xxxxxxx acknowledges and confirms his ongoing
obligation to promptly disclose to Allstate any ideas, inventions,
discoveries, improvements, methods of doing business, processes,
products, information, software, trademarks, or trade secrets that
were conceived, developed or reduced to practice by Xx. Xxxxxxx,
either solely or jointly with others, at any point during his Allstate
employment, whether or not they are patentable, copyrightable or
subject to trademark or trade secret protection ("Allstate
Developments"). All Allstate Developments shall be the sole and
exclusive property of Allstate, and Xx. Xxxxxxx agrees to assign and
does hereby assign them to Allstate. Each copyrightable Allstate
Development prepared in whole or part by Xx. Xxxxxxx with the scope of
his employment with Allstate shall either be deemed a "work made for
hire" under the copyright laws, and Allstate shall own the entire
copyright in each such copyrightable Allstate Development or, if not
deemed a "work made for hire," he agrees to assign and does hereby
assign such Allstate Developments to Allstate. At Allstate's expense,
Xx. Xxxxxxx will cooperate fully with Allstate in patenting,
registering, maintaining, enforcing, and defending such Allstate
Developments. Allstate shall own any records made by Xx. Xxxxxxx
relating to Allstate Developments or the creation thereof.
The parties to this Agreement recognize that irreparable harm would
result from any breach by Xx. Xxxxxxx of any of the covenants
contained herein this Paragraph 8 and that monetary damages alone
would not provide adequate relief for any such breach. Accordingly, in
the event of a breach or threatened breach of any of the covenants
contained in this Paragraph 8, Xx. Xxxxxxx acknowledges and agrees
that Allstate shall be entitled to specific performance and/or
injunctive or other equitable relief from a court of competent
jurisdiction in order to enforce or prevent any violations of such
covenants (without posting a bond or other security). Moreover,
Xx. Xxxxxxx
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acknowledges and agrees that any award of injunctive relief shall not
preclude Allstate from seeking or recovering any lawful compensatory
damages which may have resulted from a breach of any of the covenants
contained in Paragraph 8. Furthermore, Allstate may take any action at
its discretion to protect its confidential information including the
discontinuation of any and all payments still due and owing under this
Agreement.
9. Allstate shall provide Xx. Xxxxxxx, at his request, with professional
outplacement assistance at an outplacement firm selected by Allstate.
Regardless of when Xx. Xxxxxxx begins using such assistance, such
assistance shall not last longer than six months and shall end no
later than March 31, 2015.
10. Allstate shall provide employment references in accordance with
Allstate policy governing same, provided that Xx. Xxxxxxx directs all
requests for such references to Xxxxxxx Xxxxx, Senior Vice President,
Human Resources at Allstate's Home Office.
11. In return for the consideration set forth in this Agreement, which
Xx. Xxxxxxx would not be entitled to if he did not voluntarily enter
into this Agreement, Xx. Xxxxxxx for himself, his heirs,
representatives, administrators, and assigns does hereby release and
forever discharge Allstate, its officers, directors, agents, servants,
employees, stockholders and assigns, its subsidiaries, parents and
affiliates, and all other persons, firms, associations and
corporations who are or may be jointly or severally liable with it, of
and from any and all claims, demands, actions and causes of action,
whether presently known or unknown, arising from, or in any way
related to, Xx. Xxxxxxx'x employment with Allstate and the termination
thereof. This release applies to all claims, demands, actions, and
causes of action whether presently known or unknown, existing at the
time this Agreement is executed, including, but not limited to, such
rights and claims Xx. Xxxxxxx has or may have under the Fair Labor
Standards Act, 29 U.S.C. (S) 201, et seq.; Title VII of the Civil
Rights Act of 1964, 42 U.S.C. (S) 2000 (e), et seq.; the Civil Rights
Act of 1866, 42 U.S.C. (S) 1981, et seq., the Americans with
Disabilities Act, 42 U.S.C. (S) 1201, et seq., the National Labor
Relations Act, 29 U.S.C. (S)151, et seq.; the Family Medical Leave
Act, 29 U.S.C. (S)2601 et seq.; the Rehabilitation Act of 1973, 29
U.S.C. (S)701 et seq.; Federal Executive Order 11246; the Employee
Retirement Income Security Act of 1974, 29 U.S.C. (S)201 et seq.; the
Xxxxxxxxxxxxxx Xxx, 00 X.X.X. (X)000 et seq.; the Pregnancy
Discrimination Act, 42 U.S.C. (S)2000 et seq.; the Whistleblower
Protection Xxxxxxxx, 00 X.X.X. (X)0000, 00 X.X.X. (X)0000x, 31 U.S.C.
(S)5328, 41 U.S.C. (S)265; the Illinois Wage Payment and Collection
Act; the Illinois Human Rights Act; and/or any other similar federal,
state or local statute, law, ordinance, regulation or order.
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12. In addition to the foregoing, Xx. Xxxxxxx does hereby expressly waive
any and all rights or claims which he has or may have under the Age
Discrimination in Employment Act of 1967 (29 U.S.C. (S)(S) 621-634) or
any similar law or rule of any other jurisdiction, to the full extent
that she may waive such rights and claims pertaining to the matters
released herein. The Age Discrimination in Employment Act of 1967
provides, in pertinent part, as follows:
It shall be unlawful for an employer--
(1) to fail or refuse to hire or to discharge any individual
or otherwise discriminate against any individual with
respect to his compensation, terms, conditions, or
privileges of employment, because of such individual's age;
(2) to limit, segregate, or classify his employees in any
way which would deprive or tend to deprive any individual of
employment opportunities or otherwise adversely affect his
status as an employee, because of such individual's age; or
(3) to reduce the wage rate of any employee in order to
comply with this chapter.
29 U.S.C. (S) 623(a).
13. Further, Xx. Xxxxxxx releases and forever discharges, Allstate from
any and all other demands, claims, causes of action, obligations,
agreements, promises, representations, damages, suits and liabilities
whatsoever, both known or unknown, in law or in equity up to the date
that this Agreement is executed. Xx. Xxxxxxx further promises, agrees
and covenants not to file any lawsuit, of any nature whatsoever
against Allstate with any federal, state or local court with regard to
any claim or cause of action which he has or may have had, known or
unknown, arising prior to the date of this Agreement, that is subject
to Xx. Xxxxxxx'x release of claims.
Allstate releases and forever discharges Xx. Xxxxxxx from any and all
demands, claims, causes of actions, obligations, agreements, promises,
representations, damages, suits and liabilities whatsoever, both known
or unknown, in law or in equity, up to the date that this Agreement is
executed. Allstate further promises, agrees and covenants not to file
any lawsuit, of any nature whatsoever against Xx. Xxxxxxx with any
federal, state or local court with regard to any claim or cause of
action which it has or may have had, known or unknown, arising prior
to the date of this Agreement that is subject
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to Allstate's release of claims. However, nothing contained in this
paragraph or in this Agreement shall release any claims that Allstate
may have against Xx. Xxxxxxx as a result of Xx. Xxxxxxx'x (i) willful
misconduct, (ii) material breach of fiduciary duty, or (iii) felonious
act.
14. The parties agree that Xx. Xxxxxxx will not encourage or assist any
employee of Allstate and/or other person(s) or entity(ies) in
litigating claims or filing administrative charges against Allstate,
and/or those released in this Agreement unless required to provide
testimony or documents pursuant to a lawful subpoena or as otherwise
required by law.
15. Xx. Xxxxxxx further understands that Allstate reserves the right to
set off the sums paid to him by Allstate as consideration for this
Agreement against any recovery received by Xx. Xxxxxxx in the event he
pursues any action, proceeding, complaint, or charge, as proscribed in
Paragraphs 11-13. However, nothing in this Agreement shall be
interpreted as interfering with the protected right of an employee to
file a charge with the U.S. Equal Employment Opportunity Commission
("EEOC") or participate in an investigation or proceeding conducted by
the EEOC. Xx. Xxxxxxx is, however, waiving the right to recover any
money in connection with such a charge or investigation. In addition,
nothing contained in this paragraph shall prevent Xx. Xxxxxxx from
enforcing the terms of this Agreement.
16. Xx. Xxxxxxx covenants and agrees to provide written notice of any
subpoena, notice or command to Xxxxx Xxxx, or her successor as General
Counsel, at Allstate Insurance Company, 0000 Xxxxxxx Xxxx, Xxxxx X-0,
Xxxxxxxxxx, XX 00000. Xx. Xxxxxxx shall provide said notice by
overnight mail, return receipt requested, within three (3) calendar
days of his receipt of the subpoena, notice, request for information
or other command.
17. Xx. Xxxxxxx agrees to make himself available to and cooperate with
Allstate in any Allstate internal investigation or administrative,
regulatory, or judicial proceeding in which he is or may be witness.
Such cooperation by Xx. Xxxxxxx is understood to include, but not be
limited to, making himself available to Allstate upon reasonable
notice for interviews and factual investigations, appearing at
Allstate's request for the purpose of giving testimony without
requiring service of a subpoena or other legal process, volunteering
to Allstate pertinent information, and turning over to Allstate all
relevant documents which are or may in the future come into
Xx. Xxxxxxx'x possession. In the event that Allstate asks for
Xx. Xxxxxxx'x cooperation in accordance with this paragraph, Allstate
agrees to reimburse Xx. Xxxxxxx for reasonable travel expenses,
including lodging and meals, upon submission of receipts to Allstate
for such expenses.
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18. Allstate agrees that if Xx. Xxxxxxx is made a party, or is threatened
to be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason
of the fact that he is or was a director, officer or employee of
Allstate or is or was serving at the request of Allstate as a director
or officer of another corporation, partnership, joint venture, trust
or other enterprise, including service with respect to employee
benefit plans, whether or not the basis of such Proceeding is
Xx. Xxxxxxx'x alleged action in an official capacity while serving as
a director, officer, member, employee or agent, Xx. Xxxxxxx shall be
indemnified by Allstate to the fullest extent legally permitted or
authorized by Allstate's bylaws in effect as of the date of the
termination of Xx. Xxxxxxx'x employment against all expense and
liability (including, without limitation, attorney's fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by Xx. Xxxxxxx in
connection therewith, and such indemnification shall continue as to
Xx. Xxxxxxx even if he has ceased to be a director, member, employee
or agent of Allstate or other entity and shall inure to the benefit of
his heirs, executors and administrators. Allstate shall advance to
Xx. Xxxxxxx all reasonable expenses incurred by him in conjunction
with a Proceeding in accordance with the procedure provided for in
Allstate's by-laws. Such request shall include an undertaking by
Xx. Xxxxxxx to repay the amount of such advance if it shall ultimately
be determined that he is not entitled to be indemnified against such
costs and expenses.
19. Xx. Xxxxxxx agrees that for a period of twelve (12) months following
the date of Xx. Xxxxxxx'x termination from Allstate, Xx. Xxxxxxx will
not, directly or indirectly: (i) encourage any employee or agent of
Allstate to terminate his or her relationship with Allstate;
(ii) employ, engage as a consultant or adviser, or solicit the
employment or engagement as a consultant or adviser of any employee or
agent of Allstate, or cause or encourage any person to do any of the
foregoing. However, this subparagraph (ii) shall not apply to any
individual who (a) was involuntarily terminated by Allstate,
(b) voluntarily left the employ of Allstate, in the absence of any
solicitation to do so by Xx. Xxxxxxx, at least 60 days prior to such
employment by Xx. Xxxxxxx, or (c) is employed by a company that
employs Xx. Xxxxxxx but which Xx. Xxxxxxx had no involvement in such
employment; (iii) establish, or take preliminary steps to establish, a
business with, or encourage others to establish, or take preliminary
steps to establish, a business with, any employee or exclusive agent
or independent contractor of Allstate; or (iv) interfere with the
relationship of Allstate with, or endeavor to entice away
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from Allstate, any person who or which at any time since Xx. Xxxxxxx'x
hire date was or is a material customer or material supplier of, or
maintained a material business relationship with, Allstate. For
purposes of this subparagraph, "material" means greater than $1
million dollars annually.
20. Xx. Xxxxxxx agrees that for a period of six (6) months from
October 17, 2013, he will not, except as a passive investor in
publicly held companies, engage in, own or control an interest in, act
as a principal, director, officer or employee of, or serve as a
consultant to any of the companies listed in Attachment A to this
Agreement. In the event that Allstate learns of a breach by
Xx. Xxxxxxx of this paragraph after Allstate has made payment under
paragraph 1 and 7 of this Agreement, it has the right to recoup from
Xx. Xxxxxxx any such payments.
21. The existence and terms of this Agreement are to be held in strict
confidence by Xx. Xxxxxxx and any discussion of this Agreement shall
be limited to those parties absolutely essential for accounting
purposes, tax purposes, securing of employment, government benefits,
loans, or in any other case where it is absolutely essential or
required by law. In those circumstances, those parties to whom such
communication is made will be put on notice of the confidentiality of
the Agreement.
22. Allstate and Xx. Xxxxxxx agree that Xx. Xxxxxxx may revoke this
Agreement if, within seven (7) calendar days from the date this
Agreement is executed, Xx. Xxxxxxx provides written notice to Xxxxxxx
Xxxxx, Human Resources, 0000 Xxxxxxx Xxxx, Xxxxx X0, Xxxxxxxxxx, XX
00000 of his intention to revoke the Agreement. Accordingly, this
Agreement shall not become effective or enforceable until
seven (7) calendar days have passed after its execution.
23. Xx. Xxxxxxx and Allstate further warrant and acknowledge that
Xx. Xxxxxxx was given 21 calendar days, from the date this Agreement
was presented to him, in which to consider this Agreement prior to its
execution. It is further acknowledged that Xx. Xxxxxxx was advised in
writing to consult with an attorney prior to executing this Agreement.
Xx. Xxxxxxx and Allstate further warrant and acknowledge that they
have each read, reviewed, and fully considered the terms of this
Agreement, have made such investigation of the facts pertinent hereto
as each deems necessary and appropriate, and fully understand the
terms and effect of this Agreement and execute the same freely of
their own accord. Xx. Xxxxxxx and Allstate hereby acknowledge that the
terms of
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this Agreement are contractual, and not a mere recital, and are the
result of mutual consent to, and understanding of, the terms of this
Agreement. This Agreement contains the entire agreement between the
parties, and each acknowledges that there are no other agreements or
understandings between them except as expressly provided for herein.
This Agreement is to be governed by the law of the State of llinois.
24. At no time shall Xx. Xxxxxxx make any remarks disparaging the conduct
or character of Allstate, or any of its respective subsidiaries,
affiliates, agents, attorneys, managers, employees, officers,
directors, successors, or assigns. Xx. Xxxxxxx agrees and promises
that he will not defame, criticize or make any negative remark,
written or oral, to any person or entity relating to Allstate, his
employment with Allstate, or his termination of employment from
Allstate. Xx. Xxxxxxx further agrees that should he violate this
provision, Allstate shall have the right to pursue any and all
remedies which may be available to it, whether legal, equitable or
otherwise. Xx. Xxxxxxx further acknowledges that Allstate's right to
recover any remedy under this provision does not preclude Allstate
from exercising any and all remedies available to it for any violation
or breach of any other term, condition or provision of this Agreement.
No member of the Allstate Nondisparagement Group, defined as (i) all
Allstate corporate entities and (ii) all employees of Allstate
Insurance Company who are members of Allstate's Senior Leadership Team
and Allstate Financial's Senior Leadership Team, shall make any
remarks disparaging the conduct or character of Xx. Xxxxxxx. All
members of the Allstate Nondisparagement Group agree and promise that
they will not defame, criticize or make any negative remark, written
or oral, to any person or entity relating to Xx. Xxxxxxx, his
employment with Allstate, or his termination of employment from
Allstate. All members of the Allstate Nondisparagement Group further
agree that should they violate this provision, Xx. Xxxxxxx shall have
the right to pursue any and all remedies which may be available to
him, whether legal, equitable or otherwise. All members of the
Allstate Nondisparagement Group further acknowledge that Xx. Xxxxxxx'x
right to recover any remedy under this provision does not preclude him
from exercising any and all remedies available to him for any
violation or breach of any other term, condition or provision of this
Agreement.
25. Except as provided below with regards to Paragraphs 11-15, Xx. Xxxxxxx
and Allstate agree and understand that should any provision, term or
condition of this Agreement be declared illegal, void or
unenforceable, it shall be severed. The remaining terms, provisions
and conditions shall remain in full force and effect and shall remain
binding on Xx. Xxxxxxx and Allstate. If any of the Paragraphs 11-15
are declared illegal, void or unenforceable because of any
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action undertaken by Xx. Xxxxxxx, the remaining terms, provisions and
conditions shall remain in full force and effect and shall remain
binding on Xx. Xxxxxxx and Allstate with the exception that
Xx. Xxxxxxx shall be required to return to Allstate all benefits paid
to him under this Agreement from the date that this Agreement was
executed.
26. Xx. Xxxxxxx and Allstate hereby agree and understand that this
Agreement contains the complete and entire agreement between
Xx. Xxxxxxx and Allstate concerning the terms, provisions and
conditions of this Agreement. Xx. Xxxxxxx and Allstate further agree
and understand that the terms, provisions and conditions of this
Agreement may not be altered or modified except by a subsequent
writing signed by Xx. Xxxxxxx and a duly authorized agent of Allstate.
27. This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their respective heirs, administrators,
representatives, executors, successors and assigns
I HAVE READ THIS VOLUNTARY SEPARATION AGREEMENT AND RELEASE AND,
UNDERSTANDING ALL OF ITS TERMS, I SIGN IT AS MY FREE ACT AND DEED.
IN WITNESS WHEREOF, the parties hereto have approved and executed this
Agreement on this 17 day of October, 2013.
/s/ Xxxxxx Xxxxxxx
-----------------------------------
XXXXXX XXXXXXX
October 17, 2013
-----------------------------------
Date
ALLSTATE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
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ATTACHMENT A
American Family
Farmers
GEICO
Nationwide
Progressive
State Farm
Travelers
USAA
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