Exhibit 10.23
VOLUNTARY SEPARATION AGREEMENT AND RELEASE
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In consideration of the mutual promises and agreements hereinafter set forth,
the receipt and sufficiency of which are hereby mutually acknowledged, Allstate
Insurance Company, its subsidiaries, parents and affiliates ("Allstate"), on
its own behalf and on behalf of its officers, directors, agents, servants,
employees, stockholders and assigns, and all other persons, firms, associations
and corporations jointly or severally liable with it, and Xxxxxxxx X. Xxxx
("Xx. Xxxx") presently an employee of Allstate, do hereby enter into this
Voluntary Separation Agreement and Release ("Agreement") and do hereby mutually
covenant and agree as follows:
1. Effective as of the close of business on August 31, 2013, Xx.Xxxx'x
employment with Allstate shall fully terminate. Xx. Xxxx shall be
entitled to paid time off earned but not taken as of August 31, 2013,
and he shall be entitled to no further compensation, severance, long
term disability coverage, salary, wage, bonus, equity or other grants,
paid time or other form of remuneration or consideration except as
hereinafter set forth in paragraphs 3 and 8 of this Agreement.
2. Nothing in this Agreement may be read to alter or amend any terms or
conditions of Xx. Xxxx'x employment with Allstate other than those
specified in this Agreement. All other employment policies continue in
effect with regard to Xx. Xxxx'x employment.
3. Allstate shall pay to Xx. Xxxx the lump sum amount of $630,000.00 (Six
Hundred Thirty Thousand and 00/100 Dollars), subject to federal,
state, FICA, and other applicable tax deductions, on or about
September 30, 2013. Without limiting the effect of any other provision
of this Agreement, said payment shall not restrict Xx. Xxxx'x right to
seek employment apart from Allstate, or its subsidiaries, or to accept
such employment.
4. By accepting payments under this Agreement, Xx. Xxxx is waiving any
entitlement he believes he has to benefits that may otherwise be
available under the Allstate Severance Pay Plan.
5. After his employment with Allstate ceases as described in Paragraph 1
of this Agreement, Xx. Xxxx shall not seek employment at any time with
any Allstate office, subsidiary or affiliate, nor shall Xx. Xxxx
accept work at any Allstate office, subsidiary or affiliate, nor shall
Xx. Xxxx purchase an Allstate agency.
6. Should Xx. Xxxx die after the effective date of this agreement but on
or before all payments have been made pursuant to Paragraphs 3 and 8,
the total unpaid balance of the payments shall be paid in a lump sum
to Xx. Xxxx'x estate.
7. Any stock options awarded to Xx. Xxxx and scheduled to vest shall vest
subject to the terms of his respective Option Award Agreement(s). Any
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Allcorp restricted stock awarded to Xx. Xxxx and scheduled to
unrestrict shall unrestrict subject to the terms of his respective
Restricted Stock Award Agreement(s).
8. In lieu of any cash bonus for which he may be eligible in accordance
with the terms of Allstate's Annual Incentive Plan ("AIP") for the
2013 performance year, on a prorated basis from January 1, 2013,
through August 31, 2013, Allstate shall pay Xx. Xxxx an amount of
$70,000.00 (Seventy Thousand and 00/100 Dollars), subject to federal,
state, FICA, and other applicable tax deductions, on or about
September 30, 2013. Such amount is in addition to the payment
specified in paragraph 3 above.
9. Xx. Xxxx has held a position of trust and confidence with Allstate and
possesses and has had access to highly valuable, confidential and/or
proprietary information ("Confidential Information"). This term shall
be interpreted broadly to include all information of any sort (whether
merely remembered or embodied in a tangible medium) that: (i) is
related to Allstate's business; and (ii) is not generally or publicly
known. It includes, without limitation, customer, employee and
supplier information; sales, financial, business, and new product
development plans; information about Allstate software, hardware and
other technologies, trade secrets, financial results, strategies,
copyrights, data files, and other proprietary information, regardless
of media or form. Xx. Xxxx agrees that such Confidential Information
is the property of Allstate. Xx. Xxxx shall return all company
property and all copies (paper or electronic), including but not
limited to, files, data studies, software, plans and equipment and
whether or not containing Confidential Information, to Allstate on or
before August 31, 2013. Xx. Xxxx shall not (i) disclose, cause or
permit disclosure of the Confidential Information nor (ii) make any
use of the Confidential Information for himself or others except as
required by law or approved in writing by Allstate and shall notify
Allstate promptly should he become aware of any unauthorized
disclosure of such information.
In addition, Xx. Xxxx acknowledges and confirms his ongoing obligation
to promptly disclose to Allstate any ideas, inventions, discoveries,
improvements, methods of doing business, processes, products,
information, software, trademarks, or trade secrets that were
conceived, developed or reduced to practice by Xx. Xxxx, either solely
or jointly with others, at any point during his Allstate employment,
whether or not they are patentable, copyrightable or subject to
trademark or trade secret protection ("Allstate Developments"). All
Allstate Developments shall be the sole and exclusive property of
Allstate, and Xx. Xxxx agrees to assign and does hereby assign them to
Allstate. Each copyrightable Allstate Development prepared in whole or
part by Xx. Xxxx within the scope of his employment with Allstate
shall either be deemed a "work made for hire" under the copyright
laws, and Allstate shall own the entire copyright in each such
copyrightable Allstate
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Development or, if not deemed a "work made for hire," he agrees to
assign and does hereby assign such Allstate Developments to Allstate.
At Allstate's expense, Xx. Xxxx will cooperate fully with Allstate in
patenting, registering, maintaining, enforcing, and defending such
Allstate Developments. Allstate shall own any records made by Xx. Xxxx
relating to Allstate Developments or the creation of them.
The parties to this Agreement recognize that irreparable harm would
result from any breach by Xx. Xxxx of any of the covenants contained
in this Paragraph 9 and that monetary damages alone would not provide
adequate relief for any such breach. Accordingly, in the event of a
breach or threatened breach of any of the covenants contained in this
Paragraph 9, Xx. Xxxx acknowledges and agrees that Allstate shall be
entitled to specific performance and/or injunctive or other equitable
relief from a court of competent jurisdiction in order to enforce or
prevent any violations of such covenants (without posting a bond or
other security). Moreover, Xx. Xxxx acknowledges and agrees that any
award of injunctive relief shall not preclude Allstate from seeking or
recovering any lawful compensatory damages which may have resulted
from a breach of any of the covenants contained in Paragraph 9.
Furthermore, Allstate may take any action at its discretion to protect
its confidential information including the discontinuation of any and
all payments still due and owing under this Agreement.
10. Allstate shall provide Xx. Xxxx, at his request, with professional
outplacement assistance at an outplacement firm selected by Allstate.
Regardless of when Xx. Xxxx begins using such assistance, such
assistance shall not last longer than twelve months and shall end no
later than September 30, 2014.
11. Allstate shall provide employment references in accordance with
Allstate policy governing same, provided that Xx. Xxxx directs all
requests for such references to Xxxxxxx Xxxxxxx, Human Resources at
Allstate's Home Office.
12. In return for the consideration set forth in this Agreement, which
Xx. Xxxx would not be entitled to if he did not voluntarily enter into
this Agreement, Xx. Xxxx for himself, his heirs, representatives,
administrators, and assigns does hereby release and forever discharge
Allstate, its officers, directors, agents, servants, employees,
stockholders and assigns, its subsidiaries, parents and affiliates,
and all other persons, firms, associations and corporations who are or
may be jointly or severally liable with it, of and from any and all
claims, demands, actions and causes of action, whether presently known
or unknown, arising from, or in any way related to, Xx. Xxxx'x
employment with Allstate and the termination of it. This release
applies to all claims, demands, actions, and causes of action whether
presently known or unknown, existing at the time this Agreement is
executed, including, but not limited to, such rights and claims
Xx. Xxxx has or may have under the Fair Labor Standards Act, 29 U.S.C.
(S) 201, et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C.
(S)
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2000 (e), et seq.; the Civil Rights Act of 1866, 42 U.S.C. (S) 1981,
et seq., the Americans with Disabilities Act, 42 U.S.C. (S) 1201, et
seq., the National Labor Relations Act, 29 U.S.C. (S)151, et seq.; the
Family Medical Leave Act, 29 U.S.C. (S)2601 et seq.; Federal Executive
Order 11246; the Employee Retirement Income Security Act of 1974, 29
U.S.C. (S)201 et seq.; the Xxxxxxxxxxxxxx Xxx, 00 X.X.X. (X)000 et
seq.; the Pregnancy Discrimination Act, 42 U.S.C. (S)2000 et seq.; the
Whistleblower Protection Xxxxxxxx, 00 X.X.X. (X)0000, 00 X.X.X.
(X)0000x, 31 U.S.C. (S)5328, 41 U.S.C. (S)265; the Nebraska Wage
Payment and Collection Act; the Nebraska Fair Employment Practice Act;
Nebraska Age Discrimination in Employment Act; and/or any other
similar federal, state or local statute, law, ordinance, regulation or
order.
13. In addition to the foregoing, Xx. Xxxx does hereby expressly waive any
and all rights or claims which he has or may have under the Age
Discrimination in Employment Act of 1967 (29 U.S.C. (S)(S) 621-634) or
any similar law or rule of any other jurisdiction, to the full extent
that he may waive such rights and claims pertaining to the matters
released herein. The Age Discrimination in Employment Act of 1967
provides, in pertinent part, as follows:
It shall be unlawful for an employer--
(1) to fail or refuse to hire or to discharge any individual or
otherwise discriminate against any individual with respect to his
compensation, terms, conditions, or privileges of employment,
because of such individual's age;
(2) to limit, segregate, or classify his employees in any way which
would deprive or tend to deprive any individual of employment
opportunities or otherwise adversely affect his status as an
employee, because of such individual's age; or
(3) to reduce the wage rate of any employee in order to comply with
this chapter.
29 U.S.C. (S) 623(a).
14. Further, Xx. Xxxx releases and forever discharges, Allstate from any
and all other demands, claims, causes of action, obligations,
agreements, promises, representations, damages, suits and liabilities
whatsoever, both known or unknown, in law or in equity up to the date
that this Agreement is executed. Xx. Xxxx further promises, agrees and
covenants not to file any lawsuit, of any nature whatsoever, against
Allstate with any federal, state or local court with regard to any
claim or cause of action which he has or may have had, known or
unknown, arising prior to the date of this Agreement, that is subject
to Xx. Xxxx'x release of claims.
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15. The parties agree that Xx. Xxxx will not encourage or assist any
employee of Allstate and/or other person(s) or entity(ies) in
litigating claims or filing administrative charges against Allstate,
and/or those released in this Agreement unless required to provide
testimony or documents pursuant to a lawful subpoena or as otherwise
required by law.
16. Xx. Xxxx further understands that Allstate reserves the right to set
off the sums paid to him by Allstate as consideration for this
Agreement against any recovery received by Xx. Xxxx in the event he
pursues any action, proceeding, complaint, or charge, as proscribed in
Paragraphs 12-14. However, nothing in this Agreement shall be
interpreted as interfering with the protected right of an employee to
file a charge with the U.S. Equal Employment Opportunity Commission
("EEOC") or participate in an investigation or proceeding conducted by
the EEOC. Xx. Xxxx is, however, waiving the right to recover any money
in connection with such a charge or investigation. In addition,
nothing contained in this paragraph shall prevent Xx. Xxxx from
enforcing the terms of this Agreement.
17. Xx. Xxxx covenants and agrees to provide written notice of any
subpoena, notice or command to Xxxxx Xxxx, or her successor as General
Counsel, at Allstate Insurance Company, 0000 Xxxxxxx Xxxx, Xxxxx X-0,
Xxxxxxxxxx, XX 00000. Xx. Xxxx shall provide said notice by overnight
mail, return receipt requested, within three (3) calendar days of his
receipt of the subpoena, notice, request for information or other
command.
18. Xx. Xxxx agrees to make himself available to and cooperate with
Allstate in any Allstate internal investigation or administrative,
regulatory, or judicial proceeding in which he is or may be witness.
Such cooperation by Xx. Xxxx is understood to include, but not be
limited to, making himself available to Allstate upon reasonable
notice for interviews and factual investigations, appearing at
Allstate's request for the purpose of giving testimony without
requiring service of a subpoena or other legal process, volunteering
to Allstate pertinent information, and turning over to Allstate all
relevant documents which are or may in the future come into Xx. Xxxx'x
possession. In the event that Allstate asks for Xx. Xxxx'x cooperation
in accordance with this paragraph, Allstate agrees to reimburse
Xx. Xxxx for reasonable travel expenses, including lodging and meals,
upon submission of receipts to Allstate for such expenses.
19. Xx. Xxxx agrees not to solicit for employment or hire any Allstate
employees or Allstate exclusive agents for a period of eighteen
(18) months from the effective date of this Agreement.
20. The existence and terms of this Agreement are to be held in strict
confidence by Xx. Xxxx and any discussion of this Agreement shall be
limited to those parties absolutely essential for accounting purposes,
tax purposes, securing of
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employment, government benefits, loans, or in any other case where it
is absolutely essential or required by law. In those circumstances,
those parties to whom such communication is made will be put on notice
of the confidentiality of the Agreement.
21. Allstate and Xx. Xxxx agree that Xx. Xxxx may revoke this Agreement
if, within seven (7) calendar days from the date this Agreement is
executed, Xx. Xxxx provides written notice to Xxxxxxx Xxxxxxx,
Director, Human Resources, 0000 Xxxxxxx Xxxx, Xxxxx X0X, Xxxxxxxxxx,
XX 00000 of his intention to revoke the Agreement. Accordingly, this
Agreement shall not become effective or enforceable until seven
(7) calendar days have passed after its execution.
22. Xx. Xxxx and Allstate further warrant and acknowledge that Xx. Xxxx
was given 21 calendar days, from the date this Agreement was presented
to him, in which to consider this Agreement prior to its execution. It
is further acknowledged that Xx. Xxxx was advised in writing to
consult with an attorney prior to executing this Agreement. Xx. Xxxx
and Allstate further warrant and acknowledge that they have each read,
reviewed, and fully considered the terms of this Agreement, have made
such investigation of the facts pertinent hereto as each deems
necessary and appropriate, and fully understand the terms and effect
of this Agreement and execute the same freely of their own accord.
Xx. Xxxx and Allstate hereby acknowledge that the terms of this
Agreement are contractual, and not a mere recital, and are the result
of mutual consent to, and understanding of, the terms of this
Agreement. This Agreement contains the entire agreement between the
parties, and each acknowledges that there are no other agreements or
understandings between them except as expressly provided for herein.
This Agreement is to be governed by the law of the State of Nebraska.
23. At no time shall Xx. Xxxx make any remarks disparaging the conduct or
character of Allstate, or any of its respective subsidiaries,
affiliates, agents, attorneys, managers, employees, officers,
directors, successors, or assigns. Xx. Xxxx agrees and promises that
he will not defame, criticize or make any negative remark, written or
oral, to any person or entity relating to Allstate, his employment
with Allstate, or his termination of employment from Allstate.
Xx. Xxxx further agrees that should he violate this provision,
Allstate shall have the right to pursue any and all remedies which may
be available to it, whether legal, equitable or otherwise. Xx. Xxxx
further acknowledges that Allstate's right to recover any remedy under
this provision does not preclude Allstate from exercising any and all
remedies available to it for any violation or breach of any other
term, condition or provision of this Agreement.
24. Except as provided below with regards to Paragraphs 12-16, Xx. Xxxx
and Allstate agree and understand that should any provision, term or
condition of
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this Agreement be declared illegal, void or unenforceable, it shall be
severed. The remaining terms, provisions and conditions shall remain
in full force and effect and shall remain binding on Xx. Xxxx and
Allstate. If any of the Paragraphs 12-16 are declared illegal, void or
unenforceable because of any action undertaken by Xx. Xxxx, the
remaining terms, provisions and conditions shall remain in full force
and effect and shall remain binding on Xx. Xxxx and Allstate with the
exception that Xx. Xxxx shall be required to return to Allstate all
benefits paid to him under this Agreement from the date that this
Agreement was executed.
25. Xx. Xxxx and Allstate hereby agree and understand that this Agreement
contains the complete and entire agreement between Xx. Xxxx and
Allstate concerning the terms, provisions and conditions of this
Agreement. Xx. Xxxx and Allstate further agree and understand that the
terms, provisions and conditions of this Agreement may not be altered
or modified except by a subsequent writing signed by Xx. Xxxx and a
duly authorized agent of Allstate.
26. This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their respective heirs, administrators,
representatives, executors, successors and assigns.
I HAVE READ THIS VOLUNTARY SEPARATION AGREEMENT AND RELEASE AND,
UNDERSTANDING ALL OF ITS TERMS, I SIGN IT AS MY FREE ACT AND DEED.
IN WITNESS WHEREOF, the parties hereto have approved and executed this
Agreement on this 1 day of August, 2013.
/s/ Xxxxxxxx X. Xxxx
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XXXXXXXX X. XXXX
8/1/13
-----------------------------------
Date
ALLSTATE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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