COMPLETE AND PERMANENT RELEASE AND RETIREMENT AGREEMENT
EXHIBIT 10.18
Xx. Xxxxx X. Xxxxx (“Xx. Xxxxx”) and Xxxxx Corporation (“the Company”) hereby enter into this
Complete and Permanent Release and Retirement Agreement to resolve all matters relating to Xx.
Xxxxx’x employment with and retirement from the Company. Xx. Xxxxx and the Company hereby agree as
follows:
1. Effective September 30, 2007, Xx. Xxxxx’x current position as Executive Vice President of
Xxxxx Corporation will be eliminated. As of that date, Xx. Xxxxx will remain an employee of Xxxxx,
but will assume the position of Chief Operating Officer of the Xxxxx Foundation, and shall perform
the customary duties associated with that position and other duties as may be assigned to him from
time to time. Assuming Xx. Xxxxx accepts this Agreement and does not revoke it, the Company will
pay Xx. Xxxxx his normal base salary (less required withholding), and customary fringe benefits
(except as noted below), from October 1, 2007 through his retirement on September 30, 2009, as a
transition payment. Xx. Xxxxx’x employment with the Company will irrevocably terminate through his
retirement on September 30, 2009 (the “termination date”). During the period from August 1, 2007,
through September 30, 2009, Xx. Xxxxx will not receive a new Company vehicle, but will be entitled
to retain his current vehicle without charge to him when the lease expires. If it expires prior to
September 30, 2009, the Company will reimburse Xx. Xxxxx for any tax consequences associated with
the transfer of that vehicle to him. Xx. Xxxxx’x termination date shall be deemed to be the
“Qualifying Event” for insurance continuation purposes under state and federal law. As of August
1, 2007, Xx. Xxxxx shall no longer be entitled to participate in the Xxxxx Corporation
Non-Qualified Stock Option Agreement (“Stock Option Agreement”), but he shall have all rights, with
respect to the vesting and exercising of stock options, as outlined in those
stock options
agreements he has previously received. As of August 1, 2007, Xx. Xxxxx shall no longer be eligible
to participate in any bonus plans, but he shall have all rights with respect to the Fiscal 2007
bonus plan.
2. Xx. Xxxxx acknowledges that the Company is under no pre-existing obligation to pay him any
of the transition payments or benefits described above, and that no amounts are due and owing Xx.
Xxxxx other than vested benefits to which he is otherwise entitled (“vested benefits”). The
parties agree that the foregoing constitute all of the payments and benefits to be provided to Xx.
Xxxxx under this Agreement, and that they are in full settlement of all payments and benefits,
including but not limited to, claims for wages, vacation pay, sick pay, bonuses, commissions,
relocation costs, severance payments, stock options, or any other compensation.
3. During the period August 1, 2007, through September 30, 2009, Xx. Xxxxx’x employment with
Xxxxx shall only be terminable for cause, defined as misconduct or other wrongdoing by Xx. Xxxxx
contrary to the interests of Xxxxx. In the event he is terminated for cause, all compensation and
benefits under this agreement shall cease. During the period from August 1, 2007 through September
30, 2009, Xx. Xxxxx agrees to notify Xxxxx of any alternative job opportunities that become
available to him. In the event he accepts full-time employment with an alternative employer during
that time, the termination date noted above shall be accelerated to the date he commences such new
employment, and he shall then be paid severance payments, at his normal base salary, from the date
of commencement of such employment to September 30, 2009. However, coverage under any Xxxxx tax
qualified plan shall end as of the commencement of his alternative employment.
4. Xx. Xxxxx agrees that his employment with the Company will irrevocably end as of his
termination date, with no right of re-employment with the Company.
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5. In consideration of the payments and benefits described above, and to the fullest extent
allowed by law, Xx. Xxxxx, for himself, his spouse, heirs, successors and assigns, hereby releases
and forever discharges the Company, its owners, parents, successors, affiliates, directors,
officers, employees and all other representatives, from any and all charges, claims, suits and
expenses (including attorneys’ fees and costs), whether known or unknown, including, but not
limited to, claims of age or other discrimination, breach of contract, wrongful discharge,
constructive discharge, claims under the Wisconsin Fair Employment Act, § 111.31, et
seq. Wis. Stats.; Title VII of The Civil Rights Act of 1964, as amended, 42
U.S.C. § 2000e, et seq.; the Age Discrimination in Employment Act, 29 U.S.C. § 621
et. seq.; the common law of Wisconsin, or any other federal, state or local law
relating to employment. This release includes any and all matters in connection with or relating
in any way to Xx. Xxxxx’x employment with the Company and his retirement from the Company,
provided, however, that nothing herein shall release, diminish, or otherwise affect Xx. Xxxxx’x
vested benefits.
6. Xx. Xxxxx and the Company agree that this Complete and Permanent Release and Retirement
Agreement shall not constitute an admission by the Company that it has acted wrongfully with
respect to Xx. Xxxxx or that it has discriminated against him or against any other individual.
7. Except as permitted below, Xx. Xxxxx hereby agrees to keep the terms and existence of this
Complete and Permanent Release and Retirement Agreement confidential, and he agrees that he shall
neither directly nor indirectly disclose the terms of this Agreement to any other person or entity
except to his attorneys, tax preparers or financial advisors, and immediate family members, but
only on the condition that they agree to abide by the terms of this confidentiality clause, unless
compelled by law.
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8. Xx. Xxxxx agrees that at no time will he make disparaging remarks about the Company, its
products or practices including, but not limited to, its personnel practices. Xx. Xxxxx and the
Company specifically agree that the payments under paragraph 1 above shall be deemed to fully
satisfy any obligation the Company may have to provide salary payments to Xx. Xxxxx under his
January 24, 2001 Confidential Information Agreement.
9. This Complete and Permanent Release and Retirement Agreement sets forth the entire
agreement between the parties and fully supersedes any and all prior agreements or understandings
between Xx. Xxxxx and the Company, with the specific exception of the January 24, 2001 Confidential
Information Agreement which shall remain in full force and effect, except as modified by paragraph
8 above and which shall survive Xx. Xxxxx’x termination of employment. Xx. Xxxxx acknowledges that
he is hereby advised to seek legal counsel before signing this Agreement, that he has twenty-one
(21) days to consider this Agreement, that upon his acceptance he has seven (7) days to revoke his
acceptance, and that this Agreement will not become effective until that seven (7) day period has
expired. Xx. Xxxxx agrees that he has read, understands and voluntarily accepts its terms. This
Agreement is binding upon the parties, their successors and assigns.
| Date July 2, 2007 | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| XXXXX CORPORATION |
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| Date July 9, 2007 | By: | /s/ Xxxxxxx X. Xxxxxx | ||
| Its Authorized Representative | ||||
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