UNITED COMPONENTS, INC. SEVERANCE AGREEMENT
Exhibit
10.20
UNITED
COMPONENTS,
INC.
This
Severance Agreement (the “Agreement”) is made and entered into effective as of
December 23, 2008 (the “Effective Date”), by and between Xxxx Xxxxxx (the
“Executive”) and United Components, Inc. (the “Company”). Certain capitalized
terms used in this Agreement are defined in Section 1 below.
AGREEMENT
In
consideration of the mutual covenants herein contained and the continued
employment of Executive by the Company (or one of its Affiliates), the parties
agree as follows:
1.
Definition of
Terms. The following terms referred to in this Agreement shall
have the following meanings:
(a) Affiliate. “Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, such Person where
“control” shall have the meaning given such term under Rule 405 of the
Securities Act. Affiliates of Carlyle Partners III, L.P., a Delaware
limited partnership, shall include all Persons directly or indirectly controlled
by TC Group, LLC, a Delaware limited liability company.
(b) Board. “Board”
shall mean the Board of Directors of the Company or its Parent.
(c) Cause. “Cause”
shall mean:
(i) the
Executive’s failure to use his reasonable best efforts to follow a legal written
order of the Board or the CEO, other than any such failure resulting from the
Executive’s Disability, and such failure is not remedied within 30 days after
receipt of notice;
(ii) Executive’s
gross or willful misconduct with regard to the Company;
(iii) Executive’s conviction of a felony
or crime involving material dishonesty;
(iv) Executive’s
fraud or personal dishonesty involving the Company’s assets (but excluding
expense reimbursement disputes as to which Executive had a reasonable good faith
belief that his conduct was within the policies of the Company); or
(v) the
Executive’s unlawful use (including being under the influence) or possession of
illegal drugs on the Company’s premises or while performing the Executive’s
duties and responsibilities under this Agreement.
(d) Change in
Control. “Change in Control” shall mean a change in ownership
or control of the Company or Parent effected through a transaction or series of
transactions (other than an offering of common stock of the Company or Parent to
the general public through a registration statement filed with the Securities
and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act)
(other than the Company, Parent or any of their respective subsidiaries, an
employee benefit plan maintained by the Company, Parent or any of their
respective subsidiaries, a Principal Stockholder, any Affiliate of a Principal
Stockholder or a “person” that, prior to such transaction, directly or
indirectly controls, is controlled by, or is under common control with, the
Company, Parent or a Principal Stockholder) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of securities of the Company or Parent possessing more than fifty percent (50%)
of the total combined voting power of the Company’s or Parent’s securities
outstanding immediately after such acquisition.
(e) CEO. “CEO”
shall mean the Chief Executive Officer of the Company.
(f) Disability. “Disability”
shall mean the Executive’s inability to perform, with or without reasonable
accommodation, the essential functions of Executive’s duties as an employee of
the Company for a total of three months during any six-month period as a result
of incapacity due to mental or physical illness as determined by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive’s legal representative, with such agreement as to acceptability not to
be unreasonably withheld or delayed.
(g) Exchange
Act. “Exchange Act” shall mean the Securities and Exchange Act
of 1934, as amended.
(h) Good
Reason.
(i) “Good
Reason” shall mean:
(1) a
requirement by the Company that the Executive relocate his place of residence to
a location that is more than 100 miles from either his current place of
residence or the Company’s current principal executive offices;
(2) a
material diminution in the nature or scope of the Executive’s responsibilities,
duties or authority; or
(3) a
material diminution in the Executive’s compensation.
(ii) Notwithstanding
the foregoing, a Termination of Employment shall not be treated as a Termination
of Employment for Good Reason unless the Executive shall have delivered to the
Company a notice of termination stating that the Executive intends to terminate
employment for Good Reason within ninety (90) days, and such Termination of
Employment must occur within one year, of the Executive’s having actual
knowledge of the initial occurrence of one or more of such events, provided, in
each such event, the Company fails to cure within thirty (30) days of receipt of
such notice of termination.
(i) Parent. “Parent”
shall mean UCI Holdco, Inc.
(j) Person. “Person”
shall mean an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.
(k) Principal
Stockholder. “Principal Stockholder(s)” shall mean Carlyle
Partners III, L.P., a Delaware limited partnership, or any of its Affiliates to
which (a) the Carlyle Partners III, L.P. or any other Person transfers shares of
common stock of Parent, or (b) Parent issues shares of common stock of
Parent.
(l) Securities
Act. “Securities Act” shall mean the Securities Act of 1933,
as amended.
(m) Termination of
Employment. “Termination of Employment” shall mean the time
when the engagement of the Executive as an employee of the Company terminates,
but excluding terminations where there is simultaneous commencement by the
Executive of a relationship with the Company or any of its Affiliates as an
employee. In no event shall a “Termination of Employment” occur under
this Agreement until the Executive incurs a “separation from service” within the
meaning of Treasury Regulation Section 1.409A-1(h).
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(n) Termination
Date. “Termination Date” shall mean the effective date of the
Executive’s Termination of Employment.
2. Term of
Agreement. This Agreement shall terminate upon the date that
all obligations of the parties under this Agreement have been
satisfied.
3. Severance.
(a) General. If
the Executive experiences a Termination of Employment as a result of the Company
terminating the Executive without Cause or the Executive terminating his
employment for Good Reason, then, subject to the Executive signing and not
revoking the Release as set forth below and subject to the continued compliance
of the Executive with Sections 4 and 5 of this Agreement, the Executive shall be
entitled to (i) severance equal to twelve (12) months of Executive’s annual base
salary as in effect on the Termination Date, and (ii) reimbursement for, or
direct payment to the carrier for, the premium costs under COBRA for the
Executive and, where applicable, his spouse and dependents, until the earlier of
(x) twelve (12) months following the Termination Date, and (y) the date
Executive is employed by another employer, under the same
or comparable Company group medical and dental plans to the group
medical and dental plans that Executive was participating in as of the
Termination Date; provided that if a same or comparable Company group plan is,
at any time during such twelve month period, not available generally to senior
officers of the Company, the Executive shall receive reimbursement for, or
direct payment to the carrier for, the premium costs under COBRA under a group
plan that is available to such senior officers of the Company (together, the
“Severance”). For the avoidance of doubt, the Executive shall not be
entitled to Severance in the event the Executive experiences a Termination of
Employment for Cause, due to death, Disability, or the Executive’s resignation
for any reason other than Good Reason.
(b)
On or Following a
Change in Control. If the Executive experiences a Termination
of Employment as a result of the Company terminating the Executive without Cause
or the Executive terminating his employment for Good Reason on or following the
date of a Change in Control, then the twelve (12) month periods in Section 3(a)
and Section 4 shall be twenty-four (24) months.
(c) Release; Payment Timing;
Separate Payments. Notwithstanding any provision to the contrary in this
Agreement, no Severance payments shall be made unless (i) on or following the
Termination Date and on or prior to the 50th day
following the Termination Date the Executive executes a waiver and release of
claims agreement in the form attached hereto as Exhibit A (the “Release”), which
Release may be amended by the Company to reflect changes in applicable laws and
regulations, and (ii) such Release shall not have been revoked by the Executive
on or prior to the 8th day
following the date of the Release. The Severance payments shall be
payable in the form of salary continuation and shall be paid at the same time
and in the same manner as the Executive’s annual base salary would have been
paid if Executive had remained in active employment with the Company through the
end of the applicable Severance period in accordance with the Company’s normal
payroll practices as in effect on the Termination Date, except that any payments
that would otherwise have been made before the first normal payroll payment date
falling on or after the sixtieth (60th) day after the date of termination of
Executive’s employment (the “First Payment Date”)
shall be made on the First Payment Date. Each separate Severance
installment payment shall be a separate payment under this Agreement for all
purposes.
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4. Non-Competition;
Non-Solicitation; Non-Disparagement.
(a) The
Executive shall not, at any time while employed by the Company and for twelve
(12) months after the Termination Date with respect to the Executive’s
Termination of Employment for any reason, directly or indirectly engage in, have
any equity interest in, interview for a potential employment or consulting
relationship with or manage or operate any person, firm, corporation,
partnership or business (whether as director, officer, employee, agent,
representative, partner, security holder, consultant or otherwise) that engages
in any business which competes with the Company anywhere in the world; provided, however, that the Executive
shall be permitted to acquire and/or hold a passive stock interest in such a
business if the stock interest acquired and/or held is publicly traded and
constitutes not more than two percent (2%) of the outstanding voting securities
of such business.
(b) The
Executive shall not, at any time while employed by the Company and for twelve
(12) months after the Termination Date with respect to the Executive’s
Termination of Employment for any reason, directly or indirectly, recruit or
otherwise solicit or induce any employee, customer, subscriber or supplier of
the Company (i) to terminate its employment or arrangement with the Company, or
(ii) to otherwise change its relationship with the Company.
(c) In
the event the terms of this Section 4 shall be determined by any court of
competent jurisdiction to be unenforceable by reason of its extending for too
great a period of time or over too great a geographical area or by reason of its
being too extensive in any other respect, it will be interpreted to extend only
over the maximum period of time for which it may be enforceable, over the
maximum geographical area as to which it may be enforceable, or to the maximum
extent in all other respects as to which it may be enforceable, all as
determined by such court in such action.
(d) As
used in this Section 4, (i) the term “Company” shall include the Company and its
direct or indirect parents and subsidiaries.
(e) The
Executive agrees, while employed by the Company and following the Termination
Date, to refrain from disparaging the Company and its Affiliates, including any
of its services, technologies or practices, or any of its directors, officers,
agents, representatives or stockholders, either orally or in
writing.
5. Nondisclosure of Proprietary
Information.
(a) Except
in connection with the faithful performance of the Executive’s duties as an
employee of the Company or pursuant to Section 5(c) and (e), the Executive
shall, in perpetuity, maintain in confidence and shall not directly, indirectly
or otherwise, use, disseminate, disclose or publish, or use for his or her
benefit or the benefit of any person, firm, corporation or other entity any
confidential or proprietary information or trade secrets of or relating to the
Company (including, without limitation, business plans, business strategies and
methods, acquisition targets, intellectual property in the form of patents,
trademarks and copyrights and applications therefor, ideas, inventions, works,
discoveries, improvements, information, documents, formulae, practices,
processes, methods, developments, source code, modifications, technology,
techniques, data, programs, other know-how or materials, owned, developed or
possessed by the Company, whether in tangible or intangible form, information
with respect to the Company’s operations, processes, products, inventions,
business practices, finances, principals, vendors, suppliers, customers,
potential customers, marketing methods, costs, prices, contractual
relationships, regulatory status, prospects and compensation paid to employees
or other terms of employment), or deliver to any person, firm, corporation or
other entity any document, record, notebook, computer program or similar
repository of or containing any such confidential or proprietary information or
trade secrets. The parties hereby stipulate and agree that as between
them the foregoing matters are important, material and confidential proprietary
information and trade secrets and affect the successful conduct of the
businesses of the Company (and any successor or assignee of the
Company).
(b) Upon
a Termination of Employment for any reason, the Executive will promptly deliver
to the Company all correspondence, drawings, manuals, letters, notes, notebooks,
reports, programs, plans, proposals, financial documents, or any other documents
concerning the Company’s customers, business plans, marketing strategies,
products or processes.
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(c) The
Executive may respond to a lawful and valid subpoena or other legal process but
shall give the Company the earliest possible notice thereof, shall, as much in
advance of the return date as possible, make available to the Company and its
counsel the documents and other information sought and shall assist such counsel
at Company’s expense in resisting or otherwise responding to such
process.
(d) As
used in this Section 5 and Section 6, the term “Company” shall include the
Company and its direct or indirect parents and subsidiaries.
(e)
Nothing in this Agreement shall prohibit the Executive from (i) disclosing
information and documents when required by law, subpoena or court order (subject
to the requirements of Section 5(c) above), (ii) disclosing information and
documents to his attorney or tax adviser for the purpose of securing legal or
tax advice, (iii) disclosing the Executive’s post-employment restrictions in
this Agreement in confidence to any potential new employer, or (iv) retaining,
at any time, his personal correspondence, his personal rolodex and documents
related to his own personal benefits, entitlements and obligations.
6.
Inventions.
All rights to discoveries, inventions, improvements and innovations (including
all data and records pertaining thereto) related to the business of the Company,
whether or not patentable, copyrightable, registrable as a trademark, or reduced
to writing, that the Executive may discover, invent or originate during the time
the Executive is employed by the Company, either alone or with others and
whether or not during working hours or by the use of the facilities of the
Company (“Inventions”), shall
be the exclusive property of the Company. The Executive shall promptly disclose
all Inventions to the Company, shall execute at the request of the Company any
assignments or other documents the Company may deem reasonably necessary to
protect or perfect its rights therein, and shall assist the Company, upon
reasonable request and at the Company’s expense, in obtaining, defending and
enforcing the Company’s rights therein. The Executive hereby appoints the
Company as his attorney-in-fact to execute on his behalf any assignments or
other documents reasonably deemed necessary by the Company to protect or perfect
its rights to any Inventions.
7.
Injunctive
Relief. It is recognized and acknowledged by the Executive that a breach
of the covenants contained in Sections 4, 5 and 6 will cause irreparable damage
to Company and its goodwill, the exact amount of which will be difficult or
impossible to ascertain, and that the remedies at law for any such breach will
be inadequate. Accordingly, the Executive agrees that in the event of a breach
of any of the covenants contained in Sections 4, 5 and 6, in addition to any
other remedy which may be available at law or in equity, the Company will be
entitled to specific performance and injunctive relief without having to prove
damages.
8.
Assignment and
Successors.
(a)
Company’s
Successors. The Company may assign its rights and obligations under this
Agreement to any entity, including any successor to all or substantially all the
assets of the Company, by merger or otherwise, and may assign or encumber this
Agreement and its rights hereunder as security for indebtedness of the Company
and its Affiliates. This Agreement shall be binding upon and inure to the
benefit of the Company and its respective successors, assigns, personnel and
legal representatives, executors, administrators, heirs, distributees, devisees,
and legatees, as applicable.
(b)
Executive’s
Successors. Without the written consent of the Company, Executive
shall not assign or transfer this Agreement or any right or obligation under
this Agreement to any other person or entity. Notwithstanding the foregoing, the
terms of this Agreement and all rights of Executive hereunder shall be binding
upon and inure to the benefit of, and be enforceable by, Executive’s personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
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9. Notices.
(a) General. Notices
and all other communications contemplated by this Agreement shall be in writing
and shall be deemed to have been duly given when personally delivered or when
mailed by U.S. registered or certified mail, return receipt requested and
postage prepaid. In the case of the Executive, mailed notices shall
be addressed to him at the home address which he most recently communicated to
the Company in writing. In the case of the Company, mailed notices
shall be addressed to the Company’s Chief Executive Officer at its
headquarters.
(b) Notice of
Termination. Any termination by the Company for Cause shall be
communicated by a notice of termination to the Executive given in accordance
with this Section 9. Such notice shall indicate the specific
termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the Termination
Date (which shall be not more than 30 days after the giving of such
notice).
10. Reimbursements and In-kind
Benefits. Notwithstanding anything to the contrary in this
Agreement, in-kind benefits and reimbursements provided under this Agreement
during any tax year of the Executive shall not affect in-kind benefits or
reimbursements to be provided in any other tax year of the Executive, except for
the reimbursement of medical expenses referred to in Section 105(b) of the Code,
and are not subject to liquidation or exchange for another
benefit. Notwithstanding anything to the contrary in this Agreement,
reimbursement requests must be timely submitted by the Executive and, if timely
submitted, reimbursement payments shall be made to the Executive as soon as
administratively practicable following such submission, but in no event later
than the last day of the Executive’s taxable year following the taxable year in
which the expense was incurred. In no event shall the Executive be
entitled to any reimbursement payments after the last day of Executive’s taxable
year following the taxable year in which the expense was
incurred. This paragraph shall only apply to in-kind benefits and
reimbursements that would result in taxable compensation income to the
Executive.
11. Miscellaneous
Provisions.
(a) Survival. Provisions
of this Agreement which by their terms must survive the termination of this
Agreement in order to effectuate the intent of the parties (including, without
limitation Sections 3 to 6) will survive any such termination for such periods
as may be appropriate under the circumstances.
(b) No Duty to Mitigate; Effect
on Other Arrangements. The Executive shall not be required to
mitigate the amount of any payment contemplated by this Agreement; however, the
Severance received by the Executive pursuant to this Agreement shall supersede
and replace any cash severance payments and Company-paid healthcare continuation
that the Executive may be entitled to receive under the terms of any other
employment or severance agreements or arrangements with the
Company. Except as otherwise provided in this Agreement, this
Agreement shall not affect the rights of the Executive under or the entitlement
of the Executive to participate in any employee benefit plans or programs of the
Company that are applicable to the Executive, in accordance with the terms and
conditions or such plans or programs.
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(c) Entire
Agreement. The terms of this Agreement are intended by the
parties to be the final expression of their agreement with respect to any
severance payments payable to the Executive in connection with his Termination
of Employment and shall supersede all prior understandings and agreements,
whether written or oral, including the severance provided under the letter
agreement dated September 1, 2007. The parties further intend that
this Agreement shall constitute the complete and exclusive statement of its
terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding to vary the terms of this
Agreement.
(d) Waiver. No
provision of this Agreement may be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by the
Executive and by an authorized officer of the Company (other than the
Executive). No waiver by either party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other party
shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time.
(e) Choice of
Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal substantive
laws, but not the conflicts of law rules, of the State of Indiana.
(f) Arbitration. Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before an arbitrator in
Evansville, Indiana in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the
arbitration award in any court having jurisdiction, provided, however, that the
Company shall be entitled to seek a restraining order or injunction in any court
of competent jurisdiction to prevent any continuation of any violation of the
provisions of Sections 4, 5 and 6 of the Agreement and the Executive hereby
consents that such restraining order or injunction may be granted without
requiring the Company to post a bond. Only individuals who are (i)
lawyers engaged fulltime in the practice of law; and (ii) on the AAA register of
arbitrators shall be selected as an arbitrator. Within 20 days of the
conclusion of the arbitration hearing, the arbitrator shall prepare written
findings of fact and conclusions of law. It is mutually agreed that
the written decision of the arbitrator shall be valid, binding, final and
non-appealable, provided however, that the parties hereto agree that the
arbitrator shall not be empowered to award punitive damages against any party to
such arbitration. The arbitrator shall require the non-prevailing
party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s
opinion there is no prevailing party, the arbitrator’s fees and expenses will be
borne equally by the parties thereto. In the event action is brought
to enforce the provisions of this Agreement pursuant to this Section 10(f), the
non-prevailing parties shall be required to pay the reasonable attorney’s fees
and expenses of the prevailing parties to the extent determined to be
appropriate by the arbitrator, acting in its sole discretion.
(g)
Severability. The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision hereof,
which shall remain in full force and effect.
(h) Employment
Taxes. All payments made pursuant to this Agreement shall be
subject to withholding of applicable income and employment taxes.
(i) Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together will constitute one and the same
instrument.
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blank]
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IN WITNESS WHEREOF, each of the parties
has executed this Agreement, in the case of the Company by its duly authorized
officer, as of the day and year first above written.
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COMPANY:
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United
Components, Inc.
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By:
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/s/ Xxxxx Xxxxxx
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Title:
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CEO
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EXECUTIVE:
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/s/ Xxxx Xxxxxx
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Signature
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Xxxx Xxxxxx
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Printed
Name
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EXHIBIT
A
General
Release and Waiver
For and
in consideration of the payments and other benefits due to Xxxx Xxxxxx (the
“Executive”)
pursuant to the Severance Agreement, dated as of
[ ]
__, 2008 (the “Severance Agreement”), by and
between United Components, Inc. (the “Company”) and the
Executive, and for other good and valuable consideration, the Executive hereby
agrees, for the Executive, the Executive’s spouse and child or children (if
any), the Executive’s heirs, beneficiaries, devisees, executors, administrators,
attorneys, personal representatives, successors and assigns, to forever release,
discharge and covenant not to xxx the Company, or any of its divisions,
affiliates, subsidiaries, parents, branches, predecessors, successors, assigns,
and, with respect to such entities, their officers, directors, trustees,
employees, agents, shareholders, administrators, general or limited partners,
representatives, attorneys, insurers and fiduciaries, past, present and future
(the “Released
Parties”) from any and all claims of any kind arising out of, or related
to, his employment with the Company, its affiliates and subsidiaries
(collectively, with the Company, the “Affiliated
Entities”), the Executive’s separation from employment with the
Affiliated Entities, which the Executive now has or may have against the
Released Parties, whether known or unknown to the Executive, by reason of facts
which have occurred on or prior to the date that the Executive has signed this
Release. Such released claims include, without limitation, any and
all claims relating to the foregoing under federal, state or local laws
pertaining to employment, including, without limitation, the Age Discrimination
in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42
U.S.C. Section 2000e et. seq., the Fair Labor
Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with
Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era
Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act
of 1973 , as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical
Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state
or local laws regarding employment discrimination and/or federal, state or local
laws of any type or description regarding employment, including but not limited
to any claims arising from or derivative of the Executive’s employment with the
Affiliated Entities, as well as any and all such claims under state contract or
tort law.
The
Executive has read this Release carefully, acknowledges that the Executive has
been given at least twenty-one (21) days to consider all of its terms and has
been advised to consult with an attorney and any other advisors of the
Executive’s choice prior to executing this Release, and the Executive fully
understands that by signing below the Executive is voluntarily giving up any
right which the Executive may have to xxx or bring any other claims against the
Released Parties, including any rights and claims under the Age Discrimination
in Employment Act. The Executive also understands that the Executive
has a period of seven (7) days after signing this Release within which to revoke
his agreement, and that neither the Company nor any other person is obligated to
make any payments or provide any other benefits to the Executive pursuant to the
Severance Agreement until eight (8) days have passed since the Executive’s
signing of this Release without the Executive’s signature having been revoked
other than any accrued obligations or other benefits payable pursuant to the
terms of the Company’s normal payroll practices or employee benefit
plans. Finally, the Executive has not been forced or pressured in any
manner whatsoever to sign this Release, and the Executive agrees to all of its
terms voluntarily.
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Notwithstanding
anything else herein to the contrary, this Release shall not affect:
(i) the Company’s obligations under Sections 3(a) or
(b)
of the Severance Agreement or under any compensation or employee
benefit plan, program or arrangement (including, without limitation, obligations
to the Executive under any stock option, stock award or agreements or
obligations under any pension, deferred compensation or retention plan) provided
by the Affiliated Entities where the Executive’s compensation or benefits are
intended to continue or the Executive is to be provided with compensation or
benefits, in accordance with the express written terms of such plan, program or
arrangement, beyond the date of the Executive’s termination; or (ii) rights
to indemnification, contribution or liability insurance coverage the Executive
may have under the by-laws of the Company or applicable law.
This
Release is subject to Sections 11(e) and
(f) of the Severance Agreement. This Release is final and
binding and may not be changed or modified except in a writing signed by both
parties.
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Date
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XXXX
XXXXXX
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Date
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UNITED
COMPONENTS, INC.
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