EXHIBIT 10(k)
May 22, 2003
Dear Xxxxx:
The purpose of this letter is to set forth the agreement relating to
the severance package we have discussed in connection with your departure from
The X. X. Xxxxxxx Company (the "COMPANY") effective on, or prior to, July 1,
2003.
Please review provisions of this comprehensive severance package
carefully. As you know, we advise that you consult with your attorney concerning
all of the terms of the package, especially the waiver and release, before you
sign this agreement. The offer represented by this letter will remain open to
you for acceptance for 21 days from the date that you receive the letter. The
Company reserves the right after that time to revoke the offer.
1. Benefits. Health benefits and basic life insurance will
continue through the end of the month of the last day of your employment. For
example, if the last day of employment is July 1, 2003, health benefits and
basic life insurance will continue through July 31, 2003. Thereafter, the
Company will pay your COBRA portion of your healthcare premium for a period of
twelve months or until you secure other health insurance, whichever is shorter.
This premium shall cover each of the individuals currently covered under the
family policy in place as of the date of this letter. Other benefits provided to
you as an employee of the Company will cease on the last day of employment,
except as may otherwise be provided under a particular plan.
2. Payment for Waiver and Release.
(a) The Company will pay you severance equal to seventeen
weeks' salary, which is equal to the gross amount of $84,014. This is pursuant
to the Company's basic severance policy of one weeks' salary for each year of
service.
(b) In addition to the severance payment provided for in
subparagraph (a), above, and in consideration for your waiver and release of any
and all claims that you may have against the Company or others, as provided in
paragraph 5, below, you will receive (i) an additional payment in the gross
amount of $222,390, (ii) a payment equal to the current value of the 4,000
shares previously awarded to you under the Company's restricted stock plan
(based on the closing price of the Company's common share on the date of this
letter of $36.47) equal to the gross amount of $145,880, (iii) a payment in the
gross amount of $19,660, which represents your pro rata share of any amounts due
under the Company's Management Incentive Program for fiscal year 2004, and (iv)
$50,000 for outplacement services or such other purposes as you in your
discretion may determine.
Xxxxxx X. Xxxxxxxxx
Page 2
(c) The payments made under subparagraph 2 (a) will be made on
the last day of employment, and under 2 (b) will be made on the effective date
of this agreement as set forth in paragraph 6 below.
3. Vacation. You will also receive a payment in the amount of
$31,136 for your accrued, unused vacation. The vacation payment will be made to
you on your last day of employment.
4. Stock Options. All stock options previously awarded to you
that are vested as of your last day of employment with the Company, which date
shall be July 1, 2003, shall remain your property. These options will remain in
effect for the original ten-year period and you will retain the right to
exercise these options in accordance with the Xxxxxxx stock option agreements
entered into by you with the Company and the terms of the plans pursuant to
which the options were granted.
5. Waiver and Release. By signing this letter agreement, you
acknowledge and agree that the commitments of the Company to you in paragraph 2
(b), above, are in addition to anything to which you are otherwise entitled upon
your termination and are in exchange for your waiver and release as follows:
I, Xxxxxx X. Xxxxxxxxx, by my execution of this letter agreement, do
hereby waive any rights or claims against The X. X. Xxxxxxx Company or
its subsidiaries and any of their respective directors, officers, or
employees that I may have as of the date of such execution under the
federal Age Discrimination in Employment Act of 1967 (29 U.S.C. 621 et
seq.), as amended, any state laws relating to discrimination, or any
other federal, state, or local statute, regulation, or ordinance
relating to discrimination. I further waive all causes of action,
whether in contract or in tort, in any way related to my employment or
my termination, including without limitation any claim of wrongful
discharge or relating to emotional distress. I also hereby release The
X. X. Xxxxxxx Company, its subsidiaries, and all of their respective
directors, officers, and employees from all liability of any kind with
regard to any such rights, claims, or causes of action.
6. Effective Date of Agreement. This agreement will not become
effective until seven days after its execution by you, during which period you
will have the absolute right to revoke this agreement. In the event of such
revocation, this agreement will be wholly and completely void, without any
effect whatsoever and you will be obligated to repay to the Company all amounts
received pursuant to or in connection with this agreement.
7. General. This agreement, including without limitation the
waiver and release,
(a) sets forth our entire agreement with regard to your
termination, and there are no other agreements or understandings between us of
any kind, written or oral,
Xxxxxx X. Xxxxxxxxx
Page 3
(b) will be binding upon and inure to the benefit of our
respective successors, assigns, heirs, and representatives, as the case may be,
and
(c) will be governed by and construed in accordance with the
laws of the State of Ohio, without regard to conflicts of laws.
7. Confidentiality. The terms of this agreement, including the
fact that there is such an agreement, are confidential. Each of us will maintain
that confidentiality and neither of us will disclose any of the terms to any
third party except as may be required by law or under a subpoena issued by a
court of competent jurisdiction.
8. Withholding. All amounts payable to you under this agreement
will be subject to normal withholding and deductions. You acknowledge and agree
that you will be fully and totally responsible for all taxes due with respect to
any payments hereunder, regardless of the amount of taxes withheld by the
Company.
If the provisions set forth above are acceptable to you, please accept
by signing one copy of this letter where indicated below and return it to me.
Very truly yours,
THE X. X. XXXXXXX COMPANY
By /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
Chairman and Co-CEO
Accepted and agreed this
17 day of June, 2003.
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
