Exhibit 10.14
[Letterhead & Logo
00 Xxx-Xxxxx Xxxxxxxxxxxxx
Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxx 00000
000-000-0000
FAX: 000-000-0000]
Xxxxxx Products Ltd.
March 14, 1995
(REVISED April 20, 1995)
(REVISED May 10, 1995)
Xxxxxx X. XxXxxxx
0000 X. Xxxxxxxxxx Xxxxx
Xxxxxxxxxxxxx, XX 00000
Dear Xxx:
This letter sets forth our discussions regarding your separation of employment
from Xxxxxx Products Ltd. and its subsidiaries (collectively, the "Company") and
represents the entire agreement between you and the Company with respect to any
and all severance benefits to which you are entitled from the Company. This
Agreement incorporates the terms and provisions of the Special
Severance/Retention Plan for Executive Officers, dated March 30, 1994 (the
"Plan"), including the modifications/enhancements dated April 13, 1994, which
shall be incorporated herein by reference.
1. In consideration of the benefits set forth herein, you agree to forfeit
your right to any and all payments and benefits under the terms of the
Plan. Notwithstanding the preceding sentence, except as specifically
provided herein to the contrary, you shall be entitled to the benefits set
forth in Section 3.3 (including the modifications/enhancements to the Plan
dated April 13, 1994) and Article 5 of the Plan. In addition, the terms
and provisions of Articles 4, 6, 7, 8, and 9 (with the exception of
Sections 9.4 and 9.8) of the Plan shall apply for the purposes of this
Agreement.
2. Tuesday, March 14, 1995 shall serve as your date of notice under the Plan.
The effective date of your termination will be Friday, May 12, 1995.
3. Effective March 14, 1995 you are being placed on unrestricted paid leave at
your current bi-weekly rate of pay. During such leave, you will have no
authority or responsibility to act for or on behalf of the Company.
Outplacement services are being made available to you effective
immediately, and you are free to begin to seek new employment or to pursue
other self interests.
4. The Company will continue to pay you on a bi-weekly basis through May 12,
1995. You will receive your final regular paycheck on May 19, 1995. The
total balance of your Deferred Compensation Account will be paid to you on
June 2, 1995.
5. On May 12, 1995 you will become eligible for certain severance payouts
which shall be determined according to Section 3.3(a) of the Plan
(including the modification/ enhancement to the Plan dated April 13, 1994).
You have elected that such payment be made in a lump sum on June 30,
1995. The amount of that payment as determined in accordance with the plan
is $451,543.
6. Short-term and long-term disability coverage, participation in the
Company's 401(k) plan, CAR plan, and Deferred Compensation plan, will
terminate on Friday, May 12, 1995.
7. Any Company equipment you may have in your possession, such as, computers,
software, electronic and communications equipment, is to be returned to the
Company.
8. You agree to forfeit to the Company effective with the signing of this
agreement all outstanding options that have been granted to you as of March
15, 1995.
9. While you are not eligible for any payout or deferred bonus reimbursement
under the CAR Plan, the Company agrees to pay you those amounts of your
bonuses that were deferred to that plan for purchases of CARS. That
amount is $4,835.
10. The Company will also agree to provide you with an additional lump sum
payment of $30,000, which along with the amount in number 9 above, will be
added to your final payment on June 30, 1995.
11. In consideration of 3, 9 and 10 above you agree as follows:
(a) You will not, for two years after March 14, 1995 directly or
indirectly, engage or participate in or become employed by or render
advisory or other services to, or have any ownership in any firm,
person, corporations or business enterprise which is primarily engaged
in the distribution of millwork - wood windows, wood flush doors, wood
stile and rail doors, pre-hung door units, steel door units,
stairparts, and lineal molding - which significantly does or may
compete with or against any of Xxxxxx Products Ltd. distribution
centers, or which is primarily engaged in the business of
manufacturing, importing, and selling residential woodstile and rail
doors that compete against Xxxxxx Manufacturing.
(b) For two years after March 14, 1995, you will not engage in
solicitation of the Company's employees, and
(c) You will not directly or indirectly use, attempt to use, disclose, or
otherwise make known to any person or entity any knowledge or
information, including without limitation, lists of customers or
suppliers, trade secrets, know-how, inventions, discoveries, and
processes, as well as any data and records pertaining thereto,
which you may have acquired in the course of your employment; or any
knowledge or information of a confidential nature (including all
unpublished matters) relating to, without limitation, the business,
properties, accounting, books and records, trade secrets, or memoranda
of the company or its affiliates, unless the company agrees in
advance in writing to allow you to do so.
(d) You agree to fully cooperate and to assist Xxxxxx Distribution and its
counsel in responding to the Justice Department's investigation of
Xxxxxxxx Corporation and its distributors. That cooperation is to
include, but is not limited to: assisting in the production and
interpretation of documents, providing information about the
relationships between and among Xxxxxxxx Corporation, Xxxxxx
Distribution, and other Xxxxxxxx corporation distributors and Xxxxxx
Distribution customers as well as their respective employees, and
meeting and talking with Xxxxxx Distribution's counsel when requested
to do so. Where appropriate you will be reimbursed for any out-of-
pocket expenses and/or lost wages associated with providing such
cooperation and assistance. Xxxxxx Distribution agrees to
provide the same cooperation and assistance to you if the justice
department initiates any individual investigation or action against
you relative to Xxxxxxxx Corporation and its distributors. To the
extent that liability is alleged or found against you in connection
with events that occurred prior to your termination for which there is
a potential for D & 0 coverage, the Company agrees to promptly submit
to the appropriate carrier a claim for coverage.
(e) With the exception of obligations set forth in this letter and the
fulfillment of same by the Company, you hereby waive and release the
Company, its successors and assigns, their Officers, Directors, and
employees from all liabilities, obligations, damages, claims, causes
of action and demands, whatsoever, and agree not to sue or file any
claim against the company or the Company's successors or assigns,
their Officers, Directors, and employees which you now have or
hereafter can, shall or may have, including but not limited to any
claims or rights under federal, state or local laws prohibiting age
(including but not limited to all claims or rights arising under any
statutes, including but not limited to the Age Discrimination in
Employment Act), race, sex, national origin, religion, or other forms
of discrimination, any common law contract, tort or other claims. In
the waiver of your rights arising under the Age Discrimination in
Employment Act, it is understood that you are not waiving any right
that arises after this agreement is executed.
12. You agree that you have read this agreement carefully, and that you were
given a period of at least 21 days from its date of issuance in which to
execute this agreement, and that you understand you also may revoke this
agreement at any time during a seven-day period following the date of
execution in which case this agreement will have no force and effect.
13. You are advised to consult with an attorney prior to executing this
agreement, and you acknowledge you have been given a reasonable opportunity
to do so.
Xxxxxx X. Xxxx
Senior Vice President
Human Resources & Administration
ACCEPTED AND AGREED:
_____________________________ _________________
X. X. XxXxxxx Date
[Letterhead & Logo
00 Xxx-Xxxxx Xxxxxxxxxxxxx
Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxx 00000
000-000-0000
FAX: 000-000-0000
Xxxxxx Products Ltd.]
May 9, 1995
(Revised June 2, 1955)
Xx. Xxxxxx X. Xxxxxxxx
0000 Xxx Xxx
Xxxxxxxx, XX 00000
Dear Xxx:
This letter sets forth our discussions regarding your separation of employment
from Xxxxxx Products Ltd. and its subsidiaries (collectively, the "Company") and
represents the entire agreement between you and the Company with respect to any
and all severance benefits to which you are entitled from the Company. This
Agreement incorporates the terms and provisions of the Special
Severance/Retention Plan for Executive officers, dated March 30, 1994 (the
"Plan"), the terms and conditions of which, except as specifically modified and
stated herein, apply to this agreement.
1. Your separation from the Company will be considered a Qualifying
Termination under Section 3.2 of the Plan. Friday, May 19, 1995, shall be
your termination date under the Plan.
2. You agree to forfeit your right under Section 3.2 to at least sixty (60)
days notice prior to the date on which your termination shall become
effective.
3. Payout of cash payments set forth in Section 3.3(d) are hereby revised as
stated further herein.
4. On May 19, 1995 you will become eligible for certain severance payouts
which shall be determined according to Section 3.3(a) of the Plan. The
company's payout obligation under Section 3(a)(i) will be made to you in
thirty-nine biweekly payments through the pay period ending on or about
November 19, 1996. The payout under Section 3.3(a)(ii) shall be made to
you in a lump sum within thirty days of your termination date.
5. Short-term and long-term disability coverage, payments into the Company's
401(k) plan, CAR plan, and Deferred Compensation plan, will terminate on
Friday, May 19, 1995. Reimbursement of the 401(k) plan will be made at
such time as you direct it into a new employer's plan or other directions
of your choosing.
6. Return of credit cards, telephone cards, and keys, should be taken care of
on your last day of work. Any Company equipment you may have in your
possession, such as computers, software, electronic and communications
equipment, is to be returned to the Company.
7. You agree to forfeit to the Company effective with the signing of this
agreement all outstanding options that have been granted to you as of June
2, 1995.
8. In the event of inquiry from prospective employers or prospective
consulting clients, the Company will respond to such reference inquiries
and will refrain from making negative comments about you or your
performance and will generally offer the explanation of your departure as
indicated in Exhibit A attached hereto.
9. While you are not eligible for any payout or deferred bonus reimbursement
under the CAR Plan, the Company agrees to pay you those amounts of your
bonuses that were deferred to that plan for purchases of CARS. That amount
is $4,967.79 and shall be paid to you within thirty days of your
termination date.
10. The Company will also agree to provide you with an additional six months of
salary continuation at your current biweekly rate. Such continuation will
be made in thirteen biweekly payments beginning with the pay period
following that ending on or about November 19, 1996, and continuing through
the pay period ending on our about May 19, 1997.
11. The Company agrees to pay you an additional one-half (.5) multiplied by the
average of your bonus awards earned over the past three years. Such
payment shall be made within thirty days of your termination.
12. In addition, the Company agrees to extend the fringe benefit program
referred to in Section 3.3(c) paragraph two of the Plan, from November 19,
1996 through the pay period ending on or about May 19, 1997.
13. The Company will also agree to provide you with an additional lump sum
payment of $10,000.which shall be paid to you within 30 days of your
termination date.
14. In consideration of 9, 10, 11, 12 and 13 above, you agree as follows:
(a) You will not, for two years after the date you execute this agreement,
without the written consent of the Company, directly or indirectly,
engage or participate in or become employed by or render advisory or
other services to, or have any ownership in any firm, person,
corporations or business enterprise which is engaged in the business
of manufacturing, importing and selling of residential stile and rail
type wood panel doors which compete against Xxxxxx Manufacturing, or
in any business corporation or business enterprise which is primarily
engaged in the wholesale distribution of millwork, - wood windows,
wood flush doors, wood panel doors, pre-hung door units, steel door
units and stairparts - which compete with or against any of the Xxxxxx
Products Ltd. distribution centers.
(b) For two years after the date that you execute this agreement, you will
not engage in solicitation of the Company's employees, and
(c) You will not directly or indirectly use, attempt to use, disclose or
otherwise make known to any person or entity, including without
limitation, lists of customers or suppliers, trade secrets, know-how,
inventions, discoveries, and processes, as well as any data and
records pertaining thereto, which you may have acquired in the course
of your employment; or any knowledge or information of a confidential
nature (including all unpublished matters) relating to, without
limitation, the business, properties, accounting, books and records,
trade secrets, business strategies or memoranda of the Company or its
affiliates, unless the Company agrees in advance in writing to allow
you to do so.
(d) With the exception of obligations set forth in this letter and the
fulfillment of same by the Company, you hereby waive and release the
Company, its successors and assigns, their Officers, Directors, and
employees from all liabilities, obligations, damages, claims, causes
of action and demands, whatsoever, and agree not to sue or file any
claim against the Company or the Company's successors or assigns,
their Officers, Directors, and employees which you now have or
hereafter can, shall or may have, including but not limited to any
claims or rights under federal, state or local
laws prohibiting age (including but not limited to all claims or
rights arising under any statutes, including but not limited to the
Age Discrimination in Employment Act), race, sex, national origin,
religion, or other forms of discrimination, any common law contract,
tort or other claims. In the waiver of your rights arising under the
Age Discrimination in Employment Act,, it is understood that you are
not waiving any right that arises after this agreement is executed.
15. You agree that any violation of you by this Agreement will entitle the
Company to offset any amount owed to you hereunder, in an amount equal to
the unpaid balance owed under this Agreement as of the date of the breach
by you of this Agreement except that, to no extent, will payments be
withheld in excess of actual damages sustained by the Company.
Furthermore, before any unpaid balance is withheld, you will be given
thirty days written notice of such intent to offset and an opportunity to
explain why such action should not be taken. In addition, you agree that
monetary damages under Section 11 herein are not susceptible to precise
calculation, and therefore, in addition to the monetary damages set forth
herein, the Company will be entitled to obtain equitable relief (including,
but not limited to, an injunction) in response to such a breach.
16. It is agreed that the Plan, as it specifically applies to you, may be
modified by this letter upon mutual consent of you and the Company,
Sections 9.4 and 9.8 notwithstanding.
17. You agree that you have read this agreement carefully, and that you were
given a period of at least 21 days from its date of issuance in which to
execute this agreement, and that you understand you also may revoke this
agreement at any time during a seven-day period following the date of
execution in which case this agreement will have no force and effect.
18. You are advised to consult with an attorney prior to executing this
agreement, and you acknowledge you have been given a reasonable opportunity
to do so.
Xxxxxx X. Xxxx
Senior Vice President
Human Resources & Administration
ACCEPTED AND AGREED
_________________________ _________________
Xxxxxx X. Xxxxxxxx Date
EXHIBIT A
EXCERPT FROM XXXXX X. XXXXXXXXX
LETTER TO ALL EMPLOYEES DATED MAY 9, 1995:
Xxx Xxxxxxxx will be leaving Xxxxxx Products to pursue other opportunities.
Earlier this year Xxx, and I had discussions concerning the direction of the
company and the changes we were making. At that time Xxx expressed his desire
to continue his career as President and or CEO of a stand-alone business. As a
result of that discussion, Xxx and I had an understanding that absent a major
acquisition he would be leaving Xxxxxx at a time that would be mutually
convenient.
I want to thank Xxx for his fine efforts over the past six years. The
manufacturing group faced a number difficult external obstacles in pursuing its
goals. Xxx and his team were successful in restructuring the business and
positioning it for profitable growth.
Xxx will be leaving after a brief transition period. We wish him the best in
his future endeavors.
Xxxxx X. Xxxxxxxxx
President
Chief Executive Officer
