Agreement, all of which shall continue in accordance with this Agreement following the Executive’s receipt of such payments. The Executive further acknowledges that the Executive is not otherwise entitled to these payments. These payments are not to...
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Exhibit 10.6 SEPARATION AGREEMENT This Separation Agreement (the “Agreement”) is made as of July 30, 2020 by and between Xxxxxxx X. Xxxxxxx, Xx. (the “Executive”), and Xxxx Worldwide Corporation, a Delaware corporation, with an office and place of business at Farmington, Connecticut (“Otis”). WHEREAS, the Executive is employed as President, Otis EMEA; and WHEREAS, the parties wish to set forth their mutual understanding concerning the terms and conditions relative to the termination of the Executive’s employment and to resolve fully and finally any and all potential claims with respect to any matter arising out of or in connection with the Executive’s termination of employment with Otis and its affiliates (collectively, the “Company”). NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, it is hereby mutually agreed as follows: I. TERMINATION OF EMPLOYMENT The Executive shall cease serving as President, Otis EMEA, and will terminate employment with the Company, on September 30, 2020 (the “Termination Date”). The Executive hereby resigns from all positions that he holds as an officer or director of the Company or any of its subsidiaries or affiliates effective as of the Termination Date, and agrees to execute such additional documents and take such additional actions as the Company determines are necessary or desirable to further effectuate the foregoing. II. COMPENSATION AND BENEFIT MATTERS A. Salary to the Termination Date The Executive shall be paid at his current rate of salary until the Termination Date; provided, however, that if the pay cut that was applied to the senior executive management team in connection with the COVID-19 pandemic is lifted, then the Executive’s salary shall be increased to the amount that was provided to him before such pay cut. Any such increase shall be applied on only a prospective basis. B. June 30, 2021 and March 30, 2022 Payments Otis will pay, or cause the Executive to be paid, $562,500 within 30 days following June 30, 2021 and an additional $562,500 on March 30, 2022. These payments will not be treated as compensation for purposes of any of the Company’s benefit programs. The Executive acknowledges that these payments are provided in consideration of the Executive’s agreements and obligations under this
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codes, software and other information that the Executive received or prepared or helped to prepare in connection with the Executive’s position at the Company; provided, however, that the Executive may keep his Company-issued phone (after presenting such phone to the Company on or before the Termination Date to allow the Company to remove all Company Information therefrom) until December 31, 2020, at which point he shall return it to the Company. The Executive has not and will not retain any copies or excerpts of such materials (hard copy and electronic). The term “Company Information” as used in this Agreement means: (a) confidential information including, without limitation, information received from third parties under confidential conditions; (b) information subject to the Company’s attorney-client or work-product privilege; and (c) other non-public technical, scientific, business or financial information, the use or disclosure of which might reasonably be construed to be contrary to the Company’s interest. B. The Executive acknowledges that in the course of the Executive’s employment with the Company, the Executive has acquired Company Information and that such Company Information has been disclosed to the Executive in confidence and for the Company’s use only. The Executive agrees that the Executive: (1) will continue to keep such Company Information confidential at all times; (2) will not disclose or communicate Company Information to any third party; and (3) will not make use of Company Information on Executive’s own behalf, or on behalf of any third party. If the Executive becomes legally compelled to disclose any Company Information, the Executive will, to the extent practicable under the circumstances, provide the Company with prompt written notice of such request(s) so that the Company may seek a protective order or other appropriate legal remedy. In view of the nature of the Executive’s employment and the sensitive nature of Company Information that the Executive has received during the course of employment, the Executive agrees that any unauthorized disclosure to third parties of Company Information or other material violation or threatened violation of this Agreement would cause irreparable damage to the trade secret, privileged, confidential, or proprietary status of Company Information and to the Company. If the Company believes that the Executive has violated this provision, it shall promptly notify the Executive and provide the Executive with an opportunity to explain why his actions do not constitute a violation. If thereafter the Company in good faith believes that the Executive has violated this provision (other than a non-substantive violation), it may discontinue all payments and benefits under this Agreement and the Company shall be entitled to an injunction prohibiting the Executive from any such disclosure, attempted disclosure, violation or threatened violation without the need to post a bond. If an arbitrator or a court of competent jurisdiction shall determine that the Executive violated this provision (other than a non- substantive violation), the Executive will, upon the Company’s demand, promptly repay all payments and the cash value of all benefits previously provided to the 5
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Executive under the terms of this Agreement (and neither the Executive nor his Estate will have a claim for any additional payments or benefits hereunder). Conversely, if an arbitrator or a court of competent jurisdiction shall determine that the Executive did not violate this provision (or such violation was non- substantive), the Company shall promptly pay all discontinued amounts and benefits to the Executive with interest at the WSJ prime rate plus eight percent plus Executive’s reasonable attorneys’ fees and costs incurred in any such action. If Company Information becomes generally available to the public other than by the Executive’s acts or omissions, it is no longer subject to the restrictions in this paragraph. This paragraph does not affect your right to report fraud, waste or abuse to governmental investigative agencies. Notwithstanding any provision of this Agreement to the contrary, the provisions of this Agreement are not intended to, and shall be interpreted in a manner that does not, limit or restrict the Executive from exercising his legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934, as amended). Notice regarding trade secrets. Under certain conditions, the Defend Trade Secrets Act of 2016 (Public Law No. 114-153, Section 7) provides immunity from liability for certain disclosures of trade secrets, in confidence or under seal, to the government or in connection with a court proceeding, when related to suspected violations of law raised in good faith (18 U.S.C. § 1833). C. Nothing in this Agreement shall preclude the Executive from seeking employment outside the Company that starts after the Termination Date, except that: to further ensure the protection of Company Information, the Executive agrees that, for an 18-month period commencing on the Termination Date, the Executive will not accept employment in any form (including entering into consulting relationships or similar arrangements) with a Competing Business (as defined below), unless the Executive first obtains the written consent of Xxxxxx Xxxxxxx, Executive Vice President and Chief People Officer, Xxxx Worldwide Corporation (or her successor). The Executive’s obligations with regard to Company Information, as set forth in Section III.B herein shall continue in effect independent of the Executive’s employment or other activities following the Termination Date. “Competing Business” shall mean any business, person, entity or group of business entities, regardless of whether organized as a corporation, partnership (general or limited), joint venture, association or other organization that conducts or is planning to conduct a business that manufactures, installs, sells, services or refurbishes elevators, escalators or moving sidewalks anywhere in the world. The Company acknowledges that some businesses, persons, entities, or group of businesses that are Competing Businesses as defined above may also have lines of business or parts of their business that do not compete with the 6
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Company, and the restrictions contained herein are not intended to include such lines of business or parts of their businesses. Executive understands and agrees that if he intends to become employed by, perform services for, or otherwise become associated with (as an employee, officer, director, principal, agent, manager, partner, co-partner or consultant or any other individual or representative role) a Competing Business as defined above, it is presumed that the restriction contained herein applies. Executive further understands and agrees that if he reasonably believes the restriction contained herein should not apply, he must attest to this and reasonably demonstrate to Otis’ Chief People Officer that he will only be employed by, perform services for, or otherwise become associated with (as an employee, officer, director, principal, agent, manager, partner, co-partner or consultant or any other individual or representative role) a line of business in, or part of, a Competing Business that does not compete with the Company as defined above, in which case the restriction shall not apply. The Executive further agrees that any reasonable demonstration shall include an obligation to make one or more further reasonable demonstrations if the Company has good faith grounds to request this from him. D. The Executive acknowledges the Executive’s understanding that the Executive’s intellectual property agreement with the Company continues in full force and effect following the Termination Date. E. For an 18-month period commencing on the Termination Date, the Executive agrees that: (i) the Executive will not directly or indirectly recruit or induce any Company executive or other employee to leave the Company; (ii) provide any information or make referrals to personnel recruitment agencies or other third parties in connection with Company executives and other employees; or (iii) otherwise participate in any activity or process that might reasonably be expected to lead to or assist in the solicitation of a Company employee. As a Company executive, the Executive acknowledges that the Executive has obtained sensitive and valuable information about the capabilities and potential of Company employees. The Executive acknowledges that such information constitutes “Company Information” (as defined herein) and is subject to the disclosure restrictions set forth in this Agreement. F. The Executive agrees to cooperate, at mutually convenient times with due regard to Executive’s personal and professional obligations, with the Company with respect to any matter: (i) in which the Executive was involved during the course of the Executive’s employment; and (ii) with respect to which the Executive’s subsequent assistance and cooperation is reasonably necessary or appropriate. Such cooperation will include using the Executive’s best efforts to protect and further the Company’s interests in litigation matters. For assistance rendered, the Company will reimburse the Executive for any reasonable 7
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Company or any of the other Released Parties. Otis agrees that its officers and directors will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Executive. Notwithstanding the foregoing, nothing in this Section XII shall preclude the Executive or the Company from making truthful and accurate statements or disclosures that are required by applicable laws or legal process or in order to enforce this Agreement. XIII. RELEASE IS OF THE ESSENCE OF THIS AGREEMENT The Release set out in Section IV of this Agreement is an essential and material part of this Agreement. If the Executive files a lawsuit, charge, complaint, or other claim asserting any claim or demand which is within the scope of such Release, the Company (whether or not such claim is valid) shall be entitled to cancel any and all future obligations under this Agreement and recoup the value of all payments and benefits paid hereunder, together with the Company’s reasonable costs and attorneys’ fees. XIV. NOTICE Any notice under this Agreement shall be in writing and addressed to the Executive at his address on file with the Company. A copy of any notice to the Executive shall be sent to: Xxxxxxx, Xxxx & Xxxxxxxx-Xxxxxxx, LLC 000 Xxxxx Xxxxxx 0xx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxx Xxxxxxx Any notice to the Company shall be addressed as follows: Xxxx Worldwide Corporation 0 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: General Counsel XV. ARBITRATION Except with respect to the covenants in Section III of this Agreement which may be enforced in a court of competent jurisdiction in the State of Connecticut, any dispute arising between the Company and the Executive with respect to the performance or interpretation of this Agreement shall be submitted to arbitration in Hartford, Connecticut, for resolution in accordance with the Employment Arbitration Rules of the American Arbitration Association, modified to provide that the decision by the arbitrator shall be binding on the parties, shall be furnished in writing, separately and specifically stating the findings of fact and conclusions of law on which the decision is based and 11
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shall be rendered within 90 days following empanelment of the arbitrator. The costs of arbitration and selection of the arbitrator shall be determined in accordance with the Employment Rules of the American Arbitration Association. Following a decision by the arbitrator, the successful party, if there is one, will be reimbursed by the other party for all costs or fees paid by the successful party to the American Arbitration Association in relation to the dispute under this Agreement. This Agreement shall be subject to and governed by the laws of the state of Connecticut, excluding its conflict of law rules. XVI. SECTION 409A The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended and the rules and regulations thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A. For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. To the extent any reimbursement or in-kind payment provided pursuant to this Agreement is deemed “nonqualified deferred compensation” subject to Section 409A then (i) all such expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, and (iii) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. XVII. EFFECTIVE DATE OF AGREEMENT The effective date of this Agreement shall be seven days from the date in which the Agreement is signed and dated by the Executive, provided the Executive has not revoked acceptance in accordance with Section VIII above. If the Agreement is not dated by the Executive then, in that event, the effective day of the Agreement shall be seven calendar days after receipt of the Agreement by the Company, provided the Executive has not revoked acceptance in accordance with Section VIII above. XVIII. TERMINATION FOR CAUSE If the Executive’s employment is terminated by the Company for Cause (as such term is defined in Xxxx’ Change in Control Severance Plan) prior to September 30, 2020 for post August 1, 2020 conduct, then the Company’s obligation under this Agreement shall be suspended pending the outcome of any proceedings initiated by Executive challenging the Company’s termination for Cause. If Executive prevails in any dispute concerning a 12