RESIGNATION AND RELEASE
EXHIBIT 99.1
RESIGNATION AND RELEASE
This Resignation and Release is entered into the 18th day of May 2007, by and between THOR
INDUSTRIES, INC. (“Thor”), and XXX XXXXXX (“Xxxxxx”).
WITNESSETH:
WHEREAS, Xxxxxx and Thor have agreed that Xxxxxx will resign his position with Thor effective
May 18,2007;
WHEREAS, each party wishes to maintain an amicable relationship with the other and agrees not
to act inconsistently within the purposes of this Agreement and whereas the parties desire to fully
settle and compromise their respective rights and obligations, both contractual and statutory, by
entering into this Agreement.
NOW, THEREFORE, in consideration of the covenants and conditions contained herein, the parties
hereto agree as follows:
(1) Resignation. Xxxxxx hereby resigns as an employee of Thor effective May 18, 2007
(“Separation Date”).
(2) Transition. Xxxxxx shall make every attempt to transfer any necessary information
to Thor management in order to have a smooth transition upon his departure. Xxxxxx shall return
all equipment and supplies to Thor on or before May 18, 2007. Thor shall provide Xxxxxx with a
written receipt of all tangible items returned to Thor.
(3) Salary and Benefits. Thor will pay Xxxxxx for any earned but unused vacation days
as of May 18, 2007 and MIP (Management Incentive Plan) Discretionary Bonus through April 2007.
(4) Severance Benefits. Thor agrees to pay Xxxxxx the sum of One Hundred Thousand
Dollars ($100,000.00) as severance to aid Xxxxxx in transitioning to other employment even though
there is no obligation on the part of Thor. Payments will be made in equal installments every two
weeks on Thor’s regular pays following May 18th, 2007 until November 16, 2007.
Xxxxxx may elect to continue his current health insurance during that six-month period by
having his normal portion of the premium deducted from his check. At the time Xxxxxx discontinues
Thor Health Insurance he will become eligible for COBRA.
(5) Equity Compensation Matters. Stock Options. Thor acknowledges that Xxxxxx
remains eligible to exercise all vested stock options in accordance with the terms of Thor’s 1999
Stock Option Plan, and that the Separation Date shall be the date of “termination of employment”
within the meaning of the 1999 Stock Option Plan and the stock option agreements issued pursuant to
the terms thereof.
(6) Release. In consideration of the terms and conditions of this Agreement, Xxxxxx
on behalf of himself, his heirs, administrators, executors, agents, and assigns, forever releases
and discharges Thor and its officers, directors, employees, subsidiaries, affiliates, successors,
and assigns from any and all charges, claims, demands, judgments, actions, causes of action,
damages expenses, costs, attorney fees, and liabilities of any kind whatsoever, which Xxxxxx has
ever had, nor has, or may hereafter have against Thor for, or on account of, any matter, cause, or
thing whatsoever which has occurred prior to the date of this agreement. This release includes,
without limitation, all claims which are related to the employment of Xxxxxx with Thor and the
termination thereof, in all rights which Xxxxxx has or may have under Title VII of the Civil Rights
act of 1964, as amended by the Equal Employment Opportunity act of 1972; the Civil Rights Act of
1991; the Age Discrimination in Employment Act of 1967; the Miner Retirement Security Act, 29
U.S.C. § 1001 et seq.; 42 U.S.C. § 1981; the Older Workers Benefit Protection Act; the Americans
with Disabilities Act; the Family and Medical Leave Act of 1993, and other federal and state
statutes which regulate employment.
(7) “(Former Employee)”. Xxxxxx agrees not to disclose any confidential, proprietary,
and/or trade secret Information of THOR to any person, firm, corporation, association, or other
entity for any reason or purpose whatsoever. Confidential and proprietary information shall mean
such information not generally known to the public which has been created by or disclosed to Xxxxxx
as a consequence of Xxxxxx’x employment by THOR. Trade Secret information is information covered
by the Indiana Uniform Trade Secret Act.”
“Xxxxxx will exchange his personally owned computer and data storage equipment that was
utilized in performing THOR work for similar, new equipment to be provided by (or paid for by)
THOR. This exchange is being agreed to by the parties to further ensure the confidentiality of
THOR confidential, proprietary and/or Trade Secret information referred to in the Agreement and
Release.”
(8) Non Solicitation. Xxxxxx agrees not to solicit the employment of any
administrative, supervisory or managerial Thor employee for a period of one year from the date of
this agreement. Any violation of this provision of this agreement will reduce Xxxxxx’ settlement
by 100%. Xxxxxx agrees to reimburse Thor accordingly if Xxxxxx does not abide by the agreements
set forth in the release.
(9) Reference. Thor agrees to provide a reference for Xxxxxx to any current Thor
supplier.
(10) Entire Agreement. This Agreement contains the entire agreement between the
parties.
(11) Free Act and Deed. Xxxxxx states that he has carefully read this Agreement,
knows the contents hereof, and that Xxxxxx executed the same as his own free act and deed. Thor
states that it has carefully read this Agreement, knows the contents thereof, and that it has
executed the same as its own free act and deed.
(12) Advice of Counsel. Xxxxxx acknowledges that Thor has advised Xxxxxx to consult
with an attorney before executing this Agreement. Xxxxxx acknowledges that he has had the
opportunity to ask questions about each and every provision of this Agreement and that he fully
understands the effect of the provisions contained herein and his legal rights.
(13) Consideration and Revocation of Agreement. Xxxxxx understands that he has
twenty-one (21) days within which to consider signing this Agreement and that after signing and
returning this Agreement, he may revoke his signature at any time before the expiration of seven
(7) days after he signs and returns this Agreement. Xxxxxx further acknowledges that he will not
receive the benefit of the terms and conditions of this Agreement until after the seven (7) days
expires.
(14) General Provisions.
| a. | This Separation Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. | ||
| b. | The waiver of either party of a breech of any provision of the Separation Agreement shall not operate or be construed to be a waiver of any subsequent breech thereof. | ||
| c. | It is agreed and understood that neither the offer nor any negotiations or proceedings connected herewith nor the execution of this Separation Agreement nor the payment of money shall constitute or be construed as an admission of any liability to, or the validity of, any claims whatsoever. | ||
| d. | In the event of a breech of this capital agreement either party should be given a reasonable opportunity to cure the breech. |
IN WITNESS WHEREOF, this Resignation and Release has been executed on the date and year set
forth above.
Xxx Xxxxxx |
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| THOR INDUSTRIES, INC. | |||||
| By: | |||||
| Its: | |||||
