EXHIBIT 10-Q
11/23/04
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the "Agreement") is made
and entered into as of November 24, 2004 (the "Effective Date"), by and between
Xxxxxx Xxxxxx Xxxxxxxxx ("Xxxxxxxxx") and TruServ Corporation (the "Company").
WHEREAS, Xxxxxxxxx was employed by the Company as Chief Executive Officer
and President pursuant to a letter agreement dated November 15, 2001 (the
"Employment Letter"); and
WHEREAS, at the request of the Board of Directors of the Company,
Xxxxxxxxx has resigned effective November 2, 2004 as an officer and director of
the Company and desires to terminate her employment relationship with the
Company effective December 31, 2004, and the Company accepts such termination
and with Xxxxxxxxx desires to fully settle and resolve any and all issues
arising out of Xxxxxxxxx'x employment with and separation from the Company.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and agreements set forth below, Xxxxxxxxx and the Company agree as
follows:
1. Termination of Employment. Xxxxxxxxx has irrevocably tendered her
resignation, which is accepted by the Company, (i) as Chief Executive Officer
and President, and her resignation as a director of the Company and, except as
an employee, any other positions she may hold for the Company or its affiliates,
effective November 2, 2004, and (ii) to terminate her employment with the
Company which shall be terminated effective as of December 31, 2004 (the
"Separation Date").
2. Consideration. In consideration for the agreements and covenants set
forth in this Agreement as further described and subject to Paragraph 11 hereof,
the Company agrees that following the expiration of the revocation period
described in Paragraph 13 below without Xxxxxxxxx having revoked this Agreement,
the Company will pay or provide to Xxxxxxxxx the following:
(a) pay to Xxxxxxxxx through the Separation Date her regular base
salary in accordance with the Company's regular payroll
practice, and provide to Xxxxxxxxx through the Separation Date
the benefits listed on Exhibit A hereto and group life
insurance (and no other benefits) at the same cost as provided
to her immediately prior to her resignation on November 2,
2004;
(b) pay the gross amount of One Million Four Hundred Fifty
Thousand Dollars ($1,450,000.00), payable pro rata in
accordance with the Company's regular payroll practices over
the 24 month period following the Separation Date (such 24
month period hereinafter the "Salary Continuation Period");
(c) pay to Xxxxxxxxx in 2005 contemporaneously with the Company's
regular payment of other executive bonuses, a Transition Bonus
of five hundred thousand dollars ($500,000) in a single lump
sum payment, in lieu of her
short term bonus, long term bonus and any other awards which
might have been payable under the Company's incentive plans,
including without limitation, the Company's Supplemental
Executive Retirement Plan, for her satisfactory performance of
the transition services described on Exhibit A hereto;
(d) provide to Xxxxxxxxx during the Salary Continuation Period the
standard benefits provided by the Company to its executives
under the health, welfare and other programs listed on Exhibit
A hereto (and no other benefits), as they may hereafter be
modified by the Company, to the extent the terms of such
benefit plans or programs, including contracts with third
party providers and insurers, permit such continuation
(provided, however, that Xxxxxxxxx pays for any employee paid
portion of such benefits and in the case of coverage under the
Company's health insurance plan, only if Xxxxxxxxx elects, and
to the extent she remains eligible for such continued coverage
under COBRA);
(e) maintain (i) her accounts in the Company's defined
contribution pension plans listed on Exhibit A hereto, if any,
(to the extent vested as of the Separation Date and as such
accounts may be adjusted for investment earnings and losses)
and (ii) her accrued benefits in the Company's defined benefit
pension plans listed on Exhibit A hereto, if any, (to the
extent vested as of the Separation Date), until such accounts
or accrued benefits are distributed to Xxxxxxxxx (all in
accordance with the terms of such plans and otherwise required
by applicable law); provided, however, that following the
Separation Date, no further contributions will be made, nor
will any additional benefits accrue, on Xxxxxxxxx'x behalf
under any of the pension plans described above and provided,
further, that following the Separation Date, no additional
eligibility, vesting or benefit service will be credited on
Xxxxxxxxx'x behalf under any of the pension plans described
above;
(f) pay for outplacement services of up to $40,000 to an
outplacement firm mutually agreed upon by the Company and
Xxxxxxxxx; and
(g) through the Separation Date, Xxxxxxxxx shall take as vacation
all accrued vacation time owed to her in full satisfaction of
the Company's obligation to her with respect to vacation time.
(h) promptly reimburse Xxxxxxxxx, in accordance with the Company's
policies, all of her reasonable reimbursable business expenses
which she incurred prior to November 2, 2004 and for which she
has submitted documentation as required by the Company's
policies no later than November 29, 2004.
Except as otherwise set forth in this Paragraph 2, no other sums
(contingent or otherwise) shall be paid or owed to Xxxxxxxxx in respect of her
employment by the Company, or as additional termination amounts, and any such
sums or amounts (whether or not owed), are
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hereby expressly waived by Xxxxxxxxx. All payments made pursuant to
subparagraphs 2(a), 2(b), 2(c), and 2(g) above are "wages" for purposes of FICA,
FUTA and income tax withholding, and other consideration provided above may be
required to be so treated, and the Company shall withhold all amounts it
determines to be necessary to satisfy withholding obligations. In the event of
Xxxxxxxxx'x death, the unpaid balance of any of the monies or benefits provided
herein above shall continue to be paid to her estate.
3. General Release by Xxxxxxxxx; Covenant Not to Xxx.
(a) The term "Released Parties," as used in this Agreement, shall
mean the Company and any of its past or present employees,
administrators, agents, officials, officers, directors,
shareholders, divisions, parents, subsidiaries, predecessors,
successors, affiliates, general partners, limited partners,
members, advisory board members, employee benefit plans (and
their sponsors, fiduciaries, or administrators), insurers, or
attorneys.
(b) In consideration for the agreements and covenants set forth in
this Agreement, Xxxxxxxxx, on behalf of herself and her
agents, representatives, attorneys, assigns, heirs, executors,
and administrators, fully releases each of the Released
Parties from, and agrees not to xxx them regarding, any and
all liability, claims, demands, actions, causes of action,
suits, grievances, debts, sums of money, agreements, promises,
damages, back and front pay, costs, expenses, attorneys' fees,
and remedies of any type (collectively "Claims") regarding any
act or failure to act that occurred up to and including the
date on which the last party to this Agreement signs this
Agreement, including, without limitation, any claims arising
or that arose or may have arisen out of or in connection with
Xxxxxxxxx'x employment or separation of employment from the
Company, and including but not limited to: all claims, actions
or liability under (1) Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Civil Rights Act of
1866 (42 U.S.C. Section 1981), the Age Discrimination in
Employment Act, the Americans with Disabilities Act, the Fair
Labor Standards Act, the National Labor Relations Act, the
Employee Retirement Income Security Act, the Family and
Medical Leave Act, the Worker Adjustment and Retraining
Notification Act, the Older Workers Benefit Protection Act,
the Illinois Human Rights Act, the Illinois Wage Payment and
Collection Act, the Xxxx County Human Rights Ordinance, the
Chicago Human Rights Ordinance, Executive Order 11246, and
Executive Order 11141; (2) any other federal, state or local
statute, ordinance, or regulation regarding employment,
compensation, employee benefits, termination of employment, or
discrimination in employment; (3) the common law of any state
relating to employment contracts, wrongful discharge,
defamation, violation of public policy; discrimination; breach
of contract, both express and implied; breach of a covenant of
good faith and fair dealing, both express and implied;
promissory estoppel; negligent or intentional infliction of
emotional distress; negligent or intentional
misrepresentation; negligent or intentional interference with
contract or prospective economic advantage;
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unfair business practices; defamation; libel; slander;
negligence; personal injury; assault; battery; invasion of
privacy; false imprisonment; and conversion; and (4) any other
contract, whether express or implied, and including, but not
limited to, any Claims arising under the Employment Letter,
under any severance policy or plan, under any Long Term
Incentive Plan or other compensation or employee benefit plan,
and under any equity or phantom equity plan; provided,
however, the above release and agreement not to xxx shall in
no event extend to any claims arising out of the Company's
non-performance or breach of this Agreement and Xxxxxxxxx'x
right to indemnification under the Company's Certificate of
Incorporation and by-laws as well as coverage under the
Company's director's and officer's liability insurance
coverage. Xxxxxxxxx also waives her right to any monetary
recovery should any agency (such as the Equal Employment
Opportunity Commission) pursue any claims on Xxxxxxxxx'x
behalf. Xxxxxxxxx represents and warrants that she has not
filed any complaint, charge or lawsuit against the Company
with any governmental agency or any court.
(c) In further consideration for the agreements and covenants set
forth in this Agreement, as a condition for Xxxxxxxxx'x
receipt of the payments, benefits and other consideration
provided in Paragraph 2 of this Agreement, Xxxxxxxxx agrees
that following, but no later than five days after, the
Separation Date she shall execute and deliver to the Company a
general release of claims and covenant not to xxx identical to
sub-paragraphs 3(a) and 3(b) hereof except covering all acts
or failures to act through the date Xxxxxxxxx executes such
additional release and covenant not to xxx.
4. Consultation; Cooperation in Legal Matters. In consideration for the
promises and payments described in Paragraph 2 above, Xxxxxxxxx agrees, through
the Separation Date and during the Salary Continuation Period, to perform such
duties as are requested by the Chairman, the interim CEO, or the CEO of the
Company to assist and cooperate with the Company in the transition of her
responsibilities and the Company's relationships with its members, banks, and
suppliers, and during the Salary Continuation Period to act as a consultant to
the Company for up to five days per month during the first year of the Salary
Continuation Period and up to two days per month during the second year of the
Salary Continuation Period, as may be reasonably requested by the Company. The
Company and Xxxxxxxxx shall cooperate in resolving scheduling issues that may
arise with respect to Xxxxxxxxx being available at the times requested;
provided, however, in all events Xxxxxxxxx shall give absolute priority to
making herself available to cooperate in litigation, proceedings, etc., as
hereinafter provided in this Paragraph 4. Xxxxxxxxx agrees that she shall sign
for the period through November 2, 2004: (i) the third quarter management
representation letter to PricewaterhouseCoopers in conjunction with its fiscal
year 2004 third quarter review of the Company's financial results and statements
if and to the extent requested by the auditors, and (ii) the Xxxxxxxx-Xxxxx
internal management team representation form provided to the Company's Chief
Executive Officer and Chief Financial Officer for the quarter ended September
30, 2004. In addition, Xxxxxxxxx further agrees, through the Separation Date and
during the Salary Continuation Period and at any point
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in time thereafter, to cooperate with the Company in any current or future
litigation, potential litigation, proceeding, claim, charge, investigation or
other legal matters in any reasonable manner as the Company may request,
including but not limited to meeting with and fully answering the questions of
the Company or its attorneys, representatives or agents, and testifying and
preparing to testify at any deposition, trial, or other proceeding. Time spent
by Xxxxxxxxx pursuant to the immediately preceding sentence shall not count
towards days of consulting services required under the first sentence of this
Paragraph 4. The Company agrees to compensate Xxxxxxxxx for any reasonable
out-of-pocket expenses reasonably incurred by Xxxxxxxxx in providing such
assistance and cooperation; provided, however, all such expenses must be
approved by the Company in advance. Xxxxxxxxx acknowledges and understands that
from and after November 2, 2004, she shall have no authority to act for, to sign
any document on behalf of or to otherwise bind the Company or any of its
affiliates, but that such limitation shall in no way restrict her ability to
provide testimony in any proceeding.
5. Return of Property; Confidential Information.
(a) Xxxxxxxxx acknowledges that all records, documents, and
tangible embodiments containing information relating to the
Company prepared by Xxxxxxxxx or coming into her possession by
virtue of employment by the Company are and will remain the
property of the Company. Xxxxxxxxx represents that she has
returned to the Company, all such items and copies of such
items in her possession, as well as any and all other property
belonging to the Released Parties, including but not limited
to pagers, keys, key cards, cellular phones, credit cards,
personal and laptop computers, and other electronic equipment.
(b) Through the Separation Date, during the Salary Continuation
Period and thereafter, Xxxxxxxxx shall keep secret and retain
in strictest confidence, and shall not, without the prior
written consent of the Company, furnish, make available or
disclose to any third party or use for the benefit of herself
or any third party, any Confidential Information. As used in
this Agreement, "Confidential Information" shall mean any
information relating to (a) any financial, business, planning,
operations, services, potential services, products, potential
products, technical information and/or know-how, formulas,
production, purchasing, marketing, sales, personnel, member,
customer, broker, supplier or other information of the
Company; (b) any papers, data, records, processes, methods,
techniques, systems, models, samples, devices, equipment,
compilations, invoices, customer lists or documents of the
Company; (c) any matters relating to the legal affairs of the
Company or matters relating to the deliberations, discussions,
meetings or activities of the Company's Board of Directors;
(d) any confidential information or trade secrets of any third
party provided to the Company in confidence or subject to
other use or disclosure restrictions or limitations; and (e)
any other information, written, oral or electronic, which
pertains to the Company's affairs or interests or with whom or
how the Company does business; provided, however, that
Confidential Information shall not include any information
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which is in the public domain or becomes known in the industry
through no wrongful act on the part of Xxxxxxxxx.
6. Non-Solicitation; Non-Compete; Non-Disparagement.
(a) Through the Separation Date and during the Salary Continuation
Period, Xxxxxxxxx shall not, directly or indirectly, as
employee, agent, consultant, stockholder, director, co-partner
or in any other individual or representative capacity employ
or engage, recruit or solicit for employment or engagement,
any person who is or becomes employed or engaged by the
Company through the Separation Date and during the Salary
Continuation Period, or otherwise seek to influence or alter
any such person's relationship with the Company.
(b) Through the Separation Date and during the Salary Continuation
Period, without the express prior written consent of the
Company, Xxxxxxxxx will not, directly or indirectly, become
associated with any business, whether as an investor
(excluding investments representing less than one percent (1%)
of the common stock of a public company), lender, owner,
stockholder, officer, director, employee, agent or in any
other capacity, in any business activities of any franchise,
cooperative, retail or wholesale company (i) with a core
business in the hardware industry, or (ii) which engages in a
"Company Business," as hereinafter defined. For these purposes
a "Company Business" shall mean any business which is engaged,
in any material respect, in any of the following businesses:
MRO (providing maintenance and repair services, supplies and
equipment to businesses and organizations), gardening and
nursery, equipment rental, party rental, lumber and building
materials, and paint.
(c) Xxxxxxxxx represents that since October 30, 2004 through the
date hereof she has not, and hereafter through the Separation
Date, during the Salary Continuation Period and thereafter,
Xxxxxxxxx agrees not to do anything, and not to make any oral
or written statement to any person (including but not limited
to any employee, member, customer, supplier or vendor of
Company), that disparages or places in a false or negative
light: (a) the Company; or (b) any past or present member,
officer, director, employee, product, or service of the
Company.
(d) It is agreed that breach of Paragraph 5 above or this
Paragraph 6 will result in irreparable harm and continuing
damages to the Company and its business and that the Company's
remedy at law for any such breach or threatened breach, will
be inadequate and, accordingly, in addition to such other
remedies as may be available to the Company at law or in
equity in such event, any court of competent jurisdiction may
issue a temporary and permanent injunction, without the
necessity of the Company posting bond and without proving
special damages or irreparable injury, enjoining and
restricting the breach, or threatened breach, of Paragraph 5
above or this Paragraph 6, including, but not limited to, any
injunction restraining the
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breaching party from disclosing, in whole or part, any
Confidential Information.
7. Reemployment. Xxxxxxxxx waives reinstatement and reemployment and
agrees never to apply for employment or otherwise seek to be hired, rehired,
employed, reemployed, or reinstated by the Company, or any of their affiliated
companies or corporations.
8. Non-admission. This Agreement does not constitute an admission by any
party that any action that any of them took with respect to any other party was
wrongful, unlawful or in violation of any local, state, or federal act, statute,
or constitution, or susceptible of inflicting any damages or injury, and the
parties specifically deny any such wrongdoing or violation.
9. Agreement Inadmissible as Evidence. This Agreement, its execution, and
implementation may not be used as evidence, and shall not be admissible, in a
subsequent proceeding of any kind, except (a) one which a party to this
Agreement institutes alleging a breach of this Agreement or (b) as ordered by a
court or required by law.
10. Entire Agreement. This Agreement, together with Exhibit A hereto, and
a letter dated on even date herewith regarding future communications contains
the entire agreement and understanding between Xxxxxxxxx and the Company
concerning the matters described herein. It supersedes all prior agreements,
discussions, negotiations, understandings and proposals of the parties. The
terms of this Agreement cannot be changed except in a subsequent document signed
by all parties to this Agreement.
11. Breach of Agreement; Indemnification. Xxxxxxxxx understands and agrees
that Xxxxxxxxx'x failure to comply with the obligations set forth in Paragraphs
3(c), 4, 5, or 6 will constitute a material breach of this Agreement, in which
event the Company, in addition to its other rights and remedies, shall not be
obligated to provide Xxxxxxxxx with any of the consideration described in
Subparagraphs 2(a), (b), (c), (d), or (f) above and may recover amounts already
paid hereunder.
12. Severability. The provisions of this Agreement shall be severable and
the invalidity of any provision shall not affect the validity of the other
provisions; provided, however, that upon any finding by a court of competent
jurisdiction that a release or waiver of claims or rights, or a covenant
provided for by Paragraph 3 herein, is illegal, void or unenforceable, the
parties agree to execute promptly a release, waiver and/or covenant that is
legal and enforceable to the extent permitted by law. In the event any provision
hereof becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, the Parties shall negotiate in good faith to
substitute a legal, enforceable, or valid provision that, as nearly as possible,
provides the benefit of the illegal, unenforceable, or void provision. If any
court refuses to enforce any part of this Agreement as written, the court shall
modify that part to the minimum extent necessary to make it enforceable under
applicable law, and shall enforce it as so modified.
13. Revocation Period. Xxxxxxxxx has the right to revoke her release of
claims under the Age Discrimination in Employment Act described in Paragraph 0
(xxx "XXXX Xxxxxxx") for up to seven (7) days after she signs this Agreement. In
order to do so, Xxxxxxxxx must sign and send a written notice of her decision to
revoke the ADEA Release, addressed
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to the Company: TruServe Corporation
0000 Xxxx Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx Xxxxxxxx, General Counsel
with a copy to: Xxxxxx Xxxxxx Xxxxx Xxxxxxxx
000 X. Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
and that written notice must be actually received (and Paragraph 19 hereof shall
be disregarded for this purpose) no later than the eighth day after Xxxxxxxxx
signs this Agreement. If Xxxxxxxxx revokes the ADEA Release, Xxxxxxxxx will not
be entitled to any of the consideration from the Company described in Paragraph
2.
14. Voluntary Execution of Agreement. Xxxxxxxxx acknowledges that: (a) she
has carefully read this Agreement and fully understands its meaning; (b) she had
the opportunity to take up to twenty-one (21) days after receiving this
Agreement to decide whether to sign it; (c) she is hereby advised in writing by
the Company to consult with an attorney before deciding whether to sign this
Agreement; (d) she is signing this Agreement, knowingly, voluntarily, and
without any coercion or duress; and (e) everything Xxxxxxxxx is receiving for
signing this Agreement is described in the Agreement itself, and no other
promises or representations have been made to cause Xxxxxxxxx to sign it.
15. Joint Participation. The parties hereto participated jointly in the
negotiation and preparation of this Agreement, and each party has had the
opportunity to obtain the advice of legal counsel and to review and comment upon
the Agreement. Accordingly, it is agreed that no rule of construction shall
apply against any party or in favor of any party. This Agreement shall be
construed as if the parties jointly prepared this Agreement, and any uncertainty
or ambiguity shall not be interpreted against one party and in favor of the
other.
16. Announcements. Xxxxxxxxx agrees and acknowledges that she has not and
will not make any announcement about her resignation or about the affairs of the
Company, which is in any manner inconsistent with the terms of the Company's
press release and public communications, and further agrees and acknowledges
that (i) except as expressly requested by the Company, she shall grant no media
interviews regarding her resignation, the Company, its business or her
employment with the Company, (ii) comment to media or in a public venue about
her resignation, or the Company, its business or her employment with the
Company, and (iii) any press or other written, oral or electronic public
releases, or statements concerning her resignation, the terms of this Agreement
or about the affairs of the Company, its business or her employment with the
Company, shall be issued by the Company only, and she shall otherwise abide by
the letter agreement between her and the Company addressing these matters.
Notwithstanding the foregoing provisions of this Paragraph 16, but in all cases
subject to the other provisions of this Agreement, including subparagraphs 5(b)
and 6(c), Xxxxxxxxx shall be entitled to discuss her activities at the Company
at regular business graduate school class presentations at business school
classrooms, consistent with the type and scope of such discussions she has
conducted in the past.
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17. Governing Law. This Agreement shall be governed by and interpreted in
accordance with Illinois law, without regard to its conflict of law principles.
Furthermore, as to Paragraphs 5 and 6, Xxxxxxxxx agrees and consents to submit
to personal jurisdiction in the State of Illinois in any state or federal court
of competent subject matter jurisdiction situated in Xxxx County, Illinois.
Xxxxxxxxx further agrees that the sole and exclusive venue for any suit arising
out of, or seeking to enforce, the terms of Paragraphs 5 and 6 of this Agreement
shall be in a state or federal court of competent subject matter jurisdiction
situated in Xxxx County, Illinois. In addition, Xxxxxxxxx waives any right to
challenge in another court any judgment entered by such Xxxx County court or to
assert that any action instituted by the Company in any such court is in the
improper venue or should be transferred to a more convenient forum.
18. Counterparts. This Agreement may be executed in counterparts and will
be as fully binding as if signed in one entire document.
19. Notice. All notices, requests, demands, claims and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (i) three (3)
business days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, (ii) when receipt is electronically confirmed, if
sent by fax (provided that a hard copy shall be promptly sent by first class
mail), or (iii) one (1) business day following deposit with a recognized
national overnight courier service for next day delivery, charges prepaid, and,
in each case, addressed to the intended recipient, as set forth below:
To the Company: TruServe Corporation
0000 Xxxx Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx Xxxxxxxx, General Counsel
To the Executive: Xxxxxx Xxxxxx Xxxxxxxxx
000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
TRUSERV CORPORATION XXXXXX XXXXXX XXXXXXXXX
By: /s/ Xxx Xxxxx /s/Xxxxxx Xxxxxx Xxxxxxxxx
--------------------------------- --------------------------
Printed Name: Xxx Xxxxx Dated: November 24, 2004
-----------------------
Title: SVP, Human Resource
------------------------------
Dated: November 30, 2004
------------------------------
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EXHIBIT A
SEPARATION AGREEMENT AND GENERAL RELEASE
Bonus Plans
Transition Bonus - To be entitled to the Transition Bonus Xxxxxxxxx must (a) as
and when requested by the Company's Chairman of the Board, interim CEO or CEO,
diligently assist in transferring and providing information, records and other
documentation known to Xxxxxxxxx to other persons in the Company, and in
transitioning pending matters which Xxxxxxxxx had been supervising or handling,
and (b) be supportive of the business plans and activities of the Company in
such a manner as to avoid to the extent reasonably possible as a consequence of
her resignation at the request of the Board any disruption or adverse effect in
the Company's operations or relationships with its employees, suppliers, banks,
or members.
Benefit Plans
Health Insurance - Xxxxxxxxx shall be entitled to elect COBRA coverage for
medical, dental and vision benefits for herself and her spouse, for the period
beginning at the Separation Date, but she shall only be required to pay premiums
as if she was still an employee.
Car Allowance - $10,500 annual payable in equal installments with the regular
payment during the Salary Continuation Period.
Personal Universal Life Insurance - the Company will pay Xxxxxxxxx a single lump
sum of $22,000 for her to pay her premiums during the Salary Continuation
Period.
Annual Medical Physical - reimbursement up to $600 per physical per year.
Home Internet Access through Separation Date only.
Tax and Financial Planning up to an aggregate of $20,000 through the Separation
Date and during the Salary Continuation Period paid by the Company upon
submission of invoices by the service provider.
Pension Plans
Defined Lump Sum Pension Plan - Not Vested/ Terminated with no continuing
benefit.
Supplemental Retirement Plan - Not Vested/ Terminated with no continuing
benefit.
TruServ Corporation Employee Savings and Compensation Deferral Plan (401(k)) -
as of November 4, 2004 Employee Pre-Tax account 100% vested at FMV of $35,837.49
and Company Matching Account 60% vested at Fair Market Value of Vested Balance
of $8,684.75. Xxxxxxxxx will be entitled to a final Company matching
contribution based on her employment through the Separation Date of December 31,
2004 (which shall be payable in 2005 in accordance with the Company's regular
practice) to the extent the Company generally provides such matching
contributions for participants in the Plan.
