VOLUNTARY SEPARATION AGREEMENT AND RELEASE
VOLUNTARY
SEPARATION AGREEMENT AND RELEASE
Purpose
This
document
contains my agreement with my employer, The
Procter
& Xxxxxx Company, ("P&G"),
resulting from my decision to voluntarily end my employment on
____________(“Last
Day of
Employment”). This is a legally binding document in which P&G commits itself
to pay me a cash separation allowance and provide other benefits described
in
Parts I and III, below. In exchange, I am agreeing to release P&G from legal
liability. P&G and I agree that any disputes we may have now or in the
future that are not released by this Voluntary Separation Agreement and Release
("Agreement") will be resolved through binding arbitration, as discussed
in Part
III, below.
I
understand that
any reference to P&G in this Agreement also includes parents, subsidiaries
or affiliated entities and the managers, agents, employees, successors and
assigns of any of them.
Part
I.
P&G agrees that:
P&G
will
provide me with a cash allowance (the "Separation Allowance") of [an
amount
equal to no greater than 1 times annual base salary, plus an amount equal
to
between 0% and 100% of any deferred compensation forfeited],
to be paid as a
lump sum (less legally required deductions) as soon as practical after my
last
day of employment. P&G will also provide me with the following benefits, in
addition to any benefits to which I am otherwise already entitled:
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My
medical,
dental, prescription drug, Employee Assistance Program and Basic
Group
Life Insurance coverages will be extended on their current terms,
as such
terms may change from time to time, until the earlier of (i)
_______________, or (ii) the date on which I become eligible to
participate in another employer's plans;
and
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Outplacement
services from ________ for
___
months after
date of first significant services, which I must begin using within
forty-five (45) days after my separation
date.
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Reimbursement
of up to $5,000 for approved retraining programs;
and
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A
lump sum
payment approximately equivalent to the non-vested credits in my
Profit
Sharing account if I am not vested in the Profit Sharing Plan as
of my
separation date. (If I am vested, the distribution of my account
will be
handled according to the terms of the Profit Sharing
Plan.)
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If
prior to Last
Day of Employment, I have been granted an Award(s) under The Procter &
Xxxxxx Future Shares Plan of October 14, 1997, as amended May 12, 1998 (the
“Plan”), and I satisfy my obligations under Part II (A) of this Agreement, then
P&G’s execution and certification of this Agreement will certify my
separation from employment as a Special Separation as defined in
Article 2.19 of the Plan. If I am under age 55 on my last day of
employment, this certification means that I will receive a cash payment equal
to
the Spread Value1 “Spread
Value” is
defined in Article 2.20 of the Plan as “the excess of the Fair Market Value of
one share of Common Stock on the date of exercise over the Fair Market Value
of
one share of Common Stock on the Grant Date, multiplied by the number of
shares
of Common Stock underlying the Award.” “Fair Market Value” is defined in Article
2.10 of the Plan as “… the average of the high and low prices of a share of
Common Stock on the New York Stock Exchange on the date of measurement…, and if
there were no trades on such date, on the day on which a trade occurred next
preceding such date….”
(less legally
required deductions) of my Future Shares, as provided in Article 6.1(e)(ii)
of
the Plan, on or shortly after my Last
Date of
Employment.
If I am age 55 or
over on my last day of employment, such certification means that I will retain
the right to exercise such Award(s) as provided in Article 6.1(e) of the
Plan.
In
addition, if I
am a full-time employee and if on my last day of employment my age plus my
Profit Sharing years of service are equal to or greater than 70, P&G will
provide me with retiree medical, dental and life insurance coverages (according
to the terms of the plans in effect after my extended employee coverages
end as
such terms may change from time to time) plus other benefits given to regular
retirees including holiday gift boxes, P&G publications, invitations to
Company events, a retiree I.D. pass, and eligibility for participation in
P&G's matching gift and scholarship programs. If I am eligible for regular
retirement, I will, in addition to the benefits set forth in this Agreement,
receive all benefits provided to regular retirees.
Part
II.
I agree that:
(A) I
will continue to
perform my work and responsibilities as an employee in a satisfactory manner
up
to and including my Last Date of Employment. If I do not do so and engage
in any
misconduct during my employment, I understand and agree that P&G will not be
obligated to provide me with the payments and benefits set forth in Part
I
above, and if I have received any such payments and/or benefits, I agree
to
repay them to P&G upon its demand.
(B)
I agree not to use
or share any confidential, proprietary or trade secret information about
any
aspect of P&G's business with any non-P&G employee or business entity at
any time in the future. I also understand and agree that while I may work
for a
direct competitor of P&G, without the written consent of P&G I will not
engage in any activity or provide any services for a period of three years
following my Last Day of Employment in connection with the manufacture,
development, advertising, promotion or sale of any product which is the same
as,
similar to, or competitive with any products of P&G (including existing
products as well as products which I know to be in development); (1) with
respect to which my work has been directly concerned at any time during the
two
years preceding my last day of employment; or (2) with respect to which,
as a
consequence of my job performance and duties, I have acquired knowledge of
trade
secrets or other confidential information of P&G; nor will I work in any
position where the proprietary business or technical knowledge that I have
gained in my job here at P&G would be directly applicable to that position
in the competitor’s business, nor will I accept a position for the next year
(one year) for any other company on the same dedicated customer team that
I
worked with for P&G during the past two (2) years. I will discuss any
questions I may have about this obligation with the Chief Executive Officer
of
P&G before accepting a position.
(C)
I release P&G
from any claim of any kind I may have at any time arising out of my employment
with P&G, my decision to end my employment at P&G or any employment
references or lack thereof as discussed below in Part III, Paragraph (B).
I also
agree not to bring or be a party to any legal action, charge or claim of
any
kind against P&G regarding the same matters. Any re-employment consideration
will be consistent with the Company’s Re-employment Policy. This does not
preclude me from filing a charge with the U.S. Equal Employment Opportunity
Commission (EEOC) or from participating in any investigation or proceeding
conducted by it, although it does waive my rights to bring a lawsuit on my
own
behalf and to recover any damages or other remedy in a lawsuit brought on
my
behalf by the EEOC regarding such matters. This is a General Release that
covers
all claims under federal, state and local law, both statutory and common
law,
including but not limited to all federal, state, and local employment
discrimination laws, claims, charges and legal actions under Title VII of
the
Civil Rights Act and the Americans with Disabilities Act, claims and legal
actions under the Age Discrimination in Employment Act, and excludes only
workers compensation or unemployment compensation claims. This Agreement
and
General Release does not waive any claims I may have which arise after the
date
I have signed this Agreement.
Part
III. P&G and I agree that:
(A) Because
we
recognize that resolving any future differences we may have in the courts
can
take a long time and be expensive, P&G and I agree that our only remedy for
all disputes one of us may have with the other that are not released by this
Agreement and arise out of my employment, my decision to end my employment,
or
any aspect of this Agreement will be to submit any such disputes (except
for the
exception noted in the next paragraph) to final and binding arbitration in
accordance with the National Rules for the Resolution of Employment Dispute
of
the American Arbitration Association then in effect. P&G and I agree that
the aggrieved party must send written notice of any claim to the other party
by
certified mail, return receipt requested. Written notice to P&G will be sent
to its Secretary at Xxx Xxxxxxx & Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, and to
me at the most current address shown for me in P&G's records. The arbitrator
will apply the law of the state in which the claim arose, or federal law,
or
both, as applicable to the claim(s) asserted. Upon application to P&G,
P&G will reimburse me for all fees and costs charged me by the American
Arbitration Association and its arbitrator to the extent they exceed the
applicable fees for filing and serving a lawsuit and summons upon P&G that
would have been charged by a court of competent jurisdiction, and my claim
been
filed in court.
There
is one
exception to this Paragraph (A). P&G may seek injunctive relief in any court
of competent jurisdiction if it has reason to believe that I have violated
or am
about to violate the terms of Part II, Paragraph B above.
(B)
I understand
that P&G's historical policy is to not provide employment references to
prospective employers. However, P&G is willing to waive that policy in my
case on the following basis: I authorize my managers, other P&G employees or
agents to provide employment references upon request. In return, I release
and
will not bring, be a party to, or assist in any legal action, charge, or
claim
of any kind against P&G based upon the employment reference (or lack
thereof). I understand that all disputes regarding employment references
or the
lack thereof must be resolved through arbitration as described in Part III,
Paragraph A, above.
Part
IV:
(A) If
any court,
arbitrator or other legal tribunal should later find that any aspect of this
Agreement is invalid, that invalidity will not affect the legality of any
other
aspect of this Agreement.
(B) In
deciding to sign
this Agreement, I have not relied upon any statements or promises by P&G
other than those set forth in this document.
(C) I
have carefully
read this entire Agreement and I understand its meaning. I also understand
that
this Agreement is a legal document, and by signing it I am giving up certain
legal rights. I acknowledge that I have been given 45 days to consider this
Agreement and that I have been advised to consult with an attorney about
its
terms. If I have executed this Agreement prior to the expiration of the given
45
day period specified above, I acknowledge and agree that I was afforded the
opportunity to consider the Agreement for given 45 days before executing
it and
that my execution of this Agreement prior to the expiration of such given
45 day
period was my free and voluntary act. I further understand that I may revoke
my
acceptance of this Agreement within seven (7) days after I sign it and that
if I
do not revoke my acceptance within that time, this Agreement becomes effective
and enforceable by both parties immediately after the expiration of seven
(7)
days after I sign (the "effective date"). I understand that any revocation
must
be in writing and must be received by my immediate manager or that manager's
designee no later than the close of business on the seventh day after my
execution of this Agreement. P&G has given me enough time to consult with my
family and other advisers and to consider whether I should agree to the terms
of
this Agreement. Finally, I am voluntarily signing this Agreement.
(D) I
understand and
agree this Agreement is governed by the laws of the State of Ohio.
__________________________________ __________________
(Date)
The
Procter
& Xxxxxx Company
Certified
& Approved By:
__________________________ __________________
(Date)
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