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Exhibit No. (10)(iv)
SEVERANCE AND RELEASE AGREEMENT
(Read Carefully Before Signing)
In consideration of the agreement of Great Lakes Chemical Corporation
("Employer") to pay severance payments and provide benefits to
_____________________ ("Employee") as provided in the Severance Plan for
Domestic Directors and Key Management Employees Covered Under the Corporate
Management Incentive Compensation Plan ("Plan"), which payments and benefits
Employer is not otherwise obligated to pay or provide, Employee hereby
unconditionally releases and discharges Employer from any claims, damages,
wages, bonuses, commissions, or any other compensation, actions, liabilities,
obligations, expenses, attorneys' fees, interest, or costs of any kind, known or
unknown, directly or indirectly related to, or in any way connected with,
Employee's employment with Employer or the termination of his employment with
Employer.
The parties agree that the severance payments and benefits provided in
the Plan shall begin no later than twenty-one (21) calendar days after Employer
receives a signed copy of this Agreement from Employee provided that a period of
seven (7) calendar days has expired after Employee has signed and delivered this
Agreement to Employer without Employee having revoked acceptance of this
Agreement. The parties agree that the date of termination of Employee's
employment shall be ___________, 199 . At this time Employee shall no longer be
employed by Employer and, except as provided in the Plan, shall have no further
right to participate in or accrue benefits under any Employer plan, policy or
practice. Employee further agrees that execution of this Agreement is required
in order to receive severance payments and benefits under the Plan.
Employee agrees that he/she shall return to Employer all Employer
property in his/her possession or control no later than _____________, 199__,
including but not limited to, books, documents, memoranda, computer disks and
other software, and other records. Employee further agrees that, as a condition
of this Agreement, the fact of and terms and provisions of this Agreement are to
remain strictly confidential and shall not be disclosed to any person except
his/her legal and/or tax advisor(s), and/or other representatives, or as
required by law. Employee further agrees, as a condition of this Agreement, that
he/she will not make statements to any third parties which are in any way
disparaging to Employer. Employee further understands that, in the event
Employee breaches any of the provisions of this Agreement, Employee will return
to Employer all severance payments paid to him/her, and will reimburse Employer
for the cost of all benefits provided under the Plan (the cost to be calculated
by the applicable monthly COBRA premium that would be charged for such benefits)
and all attorneys' fees and costs of suit expended by Employer to enforce the
provisions of this Agreement.
The considerations exchanged herein do not constitute and shall not be
interpreted under any local, state, or federal statute, ordinance, regulation or
order, or any contract, or under common law, as an admission of wrongdoing,
liability or guilt on the part of Employer regarding
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Employee's employment with and separation of employment from Employer. Rather,
this Agreement results solely from the desire by the parties to resolve
expeditiously Employee's separation from Employer and any disputed issues of law
and fact which may surround his/her employment with or separation of employment
from Employer.
The parties agree and acknowledge that the claims or actions released
herein include, but are not limited to those based on any common law tort action
or based on allegations of wrongful discharge and/or breach of contract, and
those alleging any violation or allegation of discrimination on the basis of
race, color, sex, religion, age, national origin, disability, or any other basis
under Title VII of the Civil Rights Act of 1964 (as amended), Section 1981 of
the Civil Rights Act of 1866, the Older Workers Benefit Protection Act, the
Americans With Disabilities Act, the Family and Medical Leave Act, the Age
Discrimination in Employment Act ("ADEA"), the Employee Retirement Income
Security Act, all applicable state laws, the United States and all applicable
state constitutions, any and all amendments to such statutes and constitutions,
and those alleging any right or claim under any other federal, state, or local
law, rule, or regulation. Employee also agrees that his alleged rights or claims
under the aforementioned statutes and constitutions and any other federal,
state, or local law, rule or regulation are waived by this Agreement; however,
with regard to claims under the ADEA this Agreement only applies to the extent
that those alleged rights or claims arose prior to the execution of this
Agreement.
The parties understand that, as used in this Agreement, "Employer"
includes Great Lakes Chemical Corporation and all of its subsidiaries and
affiliates, all of their past and present officers, directors, employees,
trustees, agents, corporate parents, partners, shareholders, subsidiaries,
affiliates, principals, insurers, any and all employee benefit plans (and any
fiduciary of such plans) sponsored by the aforesaid entities, and each of them,
and each entity's subsidiaries, affiliates, predecessors, successors, and
assigns, and all other entities, persons, firms, or corporations liable or who
might be claimed to be liable, none of whom admit any liability to Employee but
all of whom expressly deny any such liability.
Employee further understands, and it is his/her intent, that in the
event this Agreement is ever held to be invalid or unenforceable (in whole or
part) as to any particular type of claim or charge or as to any particular
circumstances, it shall remain fully valid and enforceable as to all other
claims, charges, and circumstances. As to any actions, claims, or charges that
would not be released because of the revocation, invalidity, or unenforceability
of this Agreement, Employee understands that the return of all severance
payments paid to him/her and reimbursement of the cost of all benefits provided
under the Plan (the cost to be calculated by the applicable monthly COBRA
premium that would be charged for such benefits) is a prerequisite to asserting
or bringing any such claims, charges, or actions. Employee further agrees that
he/she will not seek re-employment or independent contractor status with
Employer and will not in the future be eligible for such employment or
independent contractor status with Employer.
Employee acknowledges that he/she has read this Agreement, fully
understands each and every provision, and signs it voluntarily and on his/her
own accord. Employee also acknowledges that in consideration of accepting the
consideration described above, he/she may be giving up possible future
administrative and/or legal claims. EMPLOYEE ALSO
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ACKNOWLEDGES THAT HE/SHE HAS BEEN ADVISED BY EMPLOYER TO CONSULT AN ATTORNEY
PRIOR TO EXECUTING THIS AGREEMENT. Furthermore, the parties hereby acknowledge
and agree that Employee has twenty-one (21) calendar days in which to consider
this Agreement, and that this Agreement may be revoked by Employee within seven
(7) calendar days after he/she delivers a signed copy to Employer. Written
notice of revocation should be delivered to [insert title], Human Resources
Department, [location]. The parties also acknowledge and agree that this
Agreement shall not be effective or enforceable until the seven (7) calendar day
revocation period expires.
The parties agree that this Agreement and the Plan sets forth the
entire agreement between the parties and supersedes-any written or oral
understandings with respect to the subject matter herein. Other than as stated
herein, the parties acknowledge and agree that no promise or inducement has been
offered for the Agreement and no other promises or agreements shall be binding
unless reduced to writing and signed by the parties.
The parties agree that this Agreement is deemed made and entered into
in the State of Indiana and in all respects shall be interpreted, enforced, and
governed under the laws of the State of Indiana, unless otherwise preempted by
Federal law. Any dispute under this Agreement shall be adjudicated by a court of
competent jurisdiction in the State of Indiana.
This Agreement may not be amended, supplemented, or modified except by
a written document signed by both parties. This Agreement shall inure to the
benefit of, and may be enforced by, and shall be binding on the parties and
their assigns and successors in interest.
The failure of either party hereto in any one or more instances to
insist upon performance of any of the provisions of this Agreement or to pursue
its rights hereunder shall not be construed as a waiver of any such provisions
or the relinquishment of any such rights.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth below.
_________________________________
Signature
_________________________________
Printed Name
_________________________________
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Date
Great Lakes Chemical Corporation
By: ______________________________
Date: ____________________________
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