GENERAL RELEASE OF ALL CLAIMS
Exhibit 99.1
This General Release of All Claims (this “Agreement”) is entered into by Xxxxx X.
Xxxxxxxxx (the “Executive”) and Tecumseh Products Company (the “Company”), in
connection with the termination of the Executive’s employment with the Company as of the date that
is mutually acceptable by the Executive and the Company (“Termination Date”).
In connection with the Executive’s employment with the Company, the Executive and the Company
executed the following documents: (i) Amended and Restated Change in Control and Severance
Agreement between the Executive and the Company, dated November 12, 2008, (ii) Letter Agreement
between the Executive and the Company, dated as of November 12, 2008, relating to the Company’s
2008 Retention Bonus, (iii) Award Agreement (SAR) between the Executive and the Company, made
effective as of March 4, 2008, (iv) Award Agreement (SAR) between the Executive and the Company,
made effective as of January 2, 2009, (v) Award Agreement (Phantom Shares) between the Executive
and the Company, made effective as of January 2, 2009, (vi) Award Agreement (SAR) between the
Executive and the Company, made effective as of January 4, 2010, and (vii) Award Agreement (Phantom
Shares) the Executive and the Company, made effective as of January 4, 2010, (collectively, the
“Employment Agreement”).
In consideration of the payment of $1,350,000, (“Consideration”), which shall be paid
to the Executive on the Effective Date (defined below), the Executive and the Company agree as
follows:
1. Return of Property. All Company files, access keys and codes, desk keys, ID
badges, computers, records, manuals, electronic devices, computer programs, papers, electronically
stored information or documents, telephones and credit cards, and any other property of the Company
in the Executive’s possession must be returned no later than the date of the Executive’s
termination from the Company.
2. General Release and Waiver of Claims.
(a) Release. As required by the Employment Agreement and after consultation with
counsel, the Executive and each of the Executive’s respective heirs, executors, administrators,
representatives, agents, insurers, successors and assigns (collectively, the “Releasors”)
hereby irrevocably and unconditionally release and forever discharge the Company, its subsidiaries
and affiliates and each of their respective officers, employees, directors, shareholders and agents
(“Releasees”) from any and all claims, actions, causes of action, rights, judgments,
obligations, damages, demands, accountings or liabilities of whatever kind or character
(collectively, “Claims”), including, without limitation, any Claims under any federal,
state, local or foreign law, that the Releasors may have, or in the future may possess, arising out
of, (i) the Executive’s employment relationship with and service as an employee, officer or
director of the Company or any subsidiaries or affiliated companies and the termination of such
relationship or service through the Termination Date, (ii) any matters relating to the Employment
Agreement or any other agreement or arrangement relating to Executive’s employment with the Company
or relating to compensation, bonuses, incentives, or other benefits for Executive, and (iii) any
event, condition, circumstance or obligation that occurred, existed or arose on or prior to the
Termination Date; provided, however, that the Executive does not release, discharge or waive
any rights to (y) the Consideration and (z) any indemnification rights the Executive may have
under the Employment Agreement.
(b) Specific Release of ADEA Claims. As condition to the payment of the
Consideration, the Releasors hereby unconditionally release and forever discharge the Releasees
from any and all Claims arising under ADEA that the Releasors may have as of the date the Executive
signs this Agreement. By signing this Agreement, the Executive hereby acknowledges and confirms
the following, (i) the Executive was advised by the Company in connection with his termination to
consult with an attorney of his choice prior to signing this Agreement and to have such attorney
explain to the Executive the terms of this Agreement, including, without limitation, the terms
relating to the Executive’s release of claims arising under ADEA, and the Executive has in fact
consulted with an attorney; (ii) the Executive was given a period of not fewer than 21 days to
consider the terms of this Agreement and to consult with an attorney of his choosing with respect
thereto; (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement; and
(iv) the Executive is providing this release and discharge only in exchange for consideration in
addition to anything of value to which the Executive is already entitled. The Executive also
understands that he has seven (7) days following the Termination Date within which to revoke the
release contained in this paragraph, by providing the Company with a written notice of his
revocation of the release and waiver contained in this paragraph. No Consideration will be paid to
the Executive until after the expiration of this seven (7) day period without a revocation
(“Effective Date”).
(c) No Assignment. The Executive represents and warrants that he has not assigned any
of the Claims being released under this Agreement. The Company may assign this Agreement, in whole
or in part, to any affiliated company or subsidiary of, or any successor in interest to, the
Company.
3. General Agreement Relating to Proceedings. The Executive has not filed, and the
Executive agrees not to initiate or cause to be initiated on his behalf, any complaint, charge,
claim or proceeding against the Releasees before any local, state or federal agency, court or other
body, including, without limitation, such matters relating to his employment or the termination of
his employment, other than with respect to the obligations of the Company under this Agreement
(each, individually, a “Proceeding”), and agrees not to participate voluntarily in any
Proceeding. The Executive waives any right he may have to benefit in any manner from any relief
(whether monetary or otherwise) arising out of any Proceeding.
4. Remedies. In the event the Executive initiates or voluntarily participates in any
Proceeding in violation of this Agreement, or if he fails to abide by any of the terms of this
Agreement or his post-termination obligations contained in the Employment Agreement, or if he
revokes the ADEA release contained in paragraph 2(b) within the seven-day period provided under
paragraph 2(b), the Company may, in addition to any other remedies it may have, terminate any
benefits or payments that are subsequently due under the Employment Agreement, without waiving the
release granted herein, and the Executive shall reimburse the Company for any portion of the
Consideration which has been paid to the Executive. The Executive shall pay all of the Releasee’s
attorneys’ fees in connection with any Proceeding. The Executive acknowledges and agrees that the
remedy at law available to the Company for breach of any of his post-termination obligations under
the Employment Agreement or his obligations under paragraphs 2 and 3 herein would be inadequate and
that damages flowing from such a breach may not readily be susceptible to measurement in monetary
terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other
rights or remedies that the
Company may have at law or in equity or as may otherwise be set forth in the Employment
Agreement, the Company shall be entitled to seek a temporary restraining order or a preliminary or
permanent injunction, or both, without bond or other security, restraining the Executive from
breaching his post-termination obligations under the Employment Agreement or his obligations under
paragraphs 2 and 3 herein. Such injunctive relief in any court shall be available to the Company.
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The Executive understands that by entering into this Agreement he shall be limiting the
availability of certain remedies that he may have against the Company and limiting also his ability
to pursue certain claims against the Company.
5. Severability Clause. In the event that any provision or part of this Agreement is
found to be invalid or unenforceable, only that particular provision or part so found, and not the
entire Agreement, shall be inoperative.
6. Nonadmission. Nothing contained in this Agreement shall be deemed or construed as
an admission of wrongdoing or liability on the part of the Company or the Executive.
7. Governing Law and Forum. The Executive and the Company agree that this Agreement
and all matters or issues arising out of or relating to the Executive’s employment with the Company
and/or this Agreement shall be governed by the laws of the State of Michigan applicable to
contracts entered into and performed entirely therein. Any action to enforce this Agreement shall
be brought solely in the state or federal courts located in the Eastern District of Michigan. All
notices or communications hereunder shall be in writing, addressed as follows:
To the Company:
with a copy to:
Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP
000 Xxxxxxxx Xxx
0000 Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Esq.
Fax: 000.000.0000
000 Xxxxxxxx Xxx
0000 Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Esq.
Fax: 000.000.0000
To the Executive:
Xxxxx X. Xxxxxxxxx
00 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
00 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
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All such notices shall be conclusively deemed to be received and shall be effective, (i) if
sent by hand delivery or nationally recognized courier, upon receipt, or (ii) if sent by electronic
mail or facsimile, upon receipt by the sender of such transmission.
THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS
AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.
IN WITNESS WHEREOF, the parties have executed this General Release of All Claims as of the
date first set forth above.
| TECUMSEH PRODUCTS COMPANY |
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| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Xxxxx X. Xxxxxxx | ||||
| VP, Global Human Resources | ||||
| THE EXECUTIVE |
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| /s/ Xxxxx X. Xxxxxxxxxx | ||||
| Xxxxx X. Xxxxxxxxx |
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| Dated: 5/4/2011 | ||||
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