RETIREMENT AGREEMENT AND RELEASE OF ALL CLAIMS
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| RETIREMENT AGREEMENT AND RELEASE OF ALL CLAIMS | ||||||||
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Exhibit 10.1
RETIREMENT AGREEMENT AND RELEASE OF ALL CLAIMS
This Retirement Agreement and Release of All Claims (“Agreement”) is made between Sparton
Corporation (“Company”) and Xxxxxxx Xxxxxxx (“Executive”) as follows:
1. Retirement from Employment. Pursuant to Section 6(b) of the Executive’s November
22, 2008 Employment Agreement (the “Employment Agreement”), the Company has notified Executive of
its intent to terminate the term of the Employment Agreement Without Cause effective April 1, 2009.
Accordingly, the parties have mutually agreed that Executive shall retire effective April 1, 2009
(the “Retirement Date”). As of the Retirement Date, Executive resigns from all officer, director
or committee positions with the Company and its subsidiaries. Except as set forth in this
Agreement and for Executive’s vested rights, if any, under applicable retirement plans, all
compensation and benefits from the Company shall terminate on the Retirement Date.
2. Severance. As provided in the Employment Agreement, Company shall pay Executive
the unpaid portions of his salary, less payroll deductions required by law, through the term of the
Employment Agreement as if Executive had not been terminated. The severance shall be paid
according to the Company’s normal payroll practices, shall commence on the next regular pay period
after the expiration of the revocation period described in Section 8(c), and shall be paid in equal
installments on the Company’s regular pay periods through the term of the Employment Agreement.
3. Paid Time Off. Executive shall be paid for 50.25 days (402 hours) of accrued,
unused paid time off in the amount of $51,216.35, less payroll taxes required by law. The
severance shall be paid according to the Company’s normal payroll practices, shall commence on the
next regular pay period after the expiration of the revocation period described in Section 8(c),
and shall be paid in equal installments on the Company’s regular pay periods through the term of
the Employment Agreement.
4. Consulting Services. Executive agrees to provide consulting services (without
additional charge) to the Company, as reasonably requested by the Company, with respect to matters
of which Executive may have knowledge due to Executive’s employment, including but not limited to
any transition of Executive’s work responsibilities. The parties agree that the amount of such
consulting services and the cooperation in litigation described below shall not exceed 1,000 hours
per year. The Company agrees to pay the reasonable and necessary expenses that Executive incurs in
providing such consulting services.
5. Cooperation in Litigation. Executive also agrees to cooperate fully with Employer
in its defense of or other participation in any administrative, judicial, arbitral, investigative
or other proceeding arising from any charge, complaint or other action that has been or may be
filed, or with respect to which the Company may be or become involved, relating to any matter that
occurred during Executive’s employment with the Company.
6. Mutual Release of All Claims. Executive, for himself and any person or
representative claiming through him, releases and forever discharges the Company, its parent
company, subsidiaries, and affiliated organizations, successors and assigns and its/their past and
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present directors, officers, Executives, agents, attorneys, benefit plans and plan
administrators, sureties and insurers (collectively “Releasees”) from all claims, liabilities,
demands, costs, attorney fees, causes of action and damages, including all consequential and
incidental damages, whether known or unknown, arising from the beginning of time to the date of
this Agreement, including without limitation those relating directly or indirectly to Executive’s
employment with the Company and all claims for personal injury, defamation, breach of contract,
wrongful discharge, violation of due process or civil rights and violation of any federal, state or
local statute, law or ordinance and the common law, including without limitation violation of the
Age Discrimination in Employment Act, and/or any federal, state or local law regarding
discrimination. Executive further waives any right to monetary recovery should any administrative
or governmental agency or any other person or entity pursue any claims on Executive’s behalf.
Notwithstanding this Agreement, Company acknowledges that Executive is not releasing any claims
concerning the performance of this Agreement, retirement and pension benefits, if any, which
Executive is qualified and vested to receive, and benefits under COBRA if Executive so elects.
Company further acknowledges that Executive is not releasing his rights of indemnification, if any,
under the Company’s by-laws and/or directors and officers liability insurance under the terms of
such by-laws and insurance.
It is understood and agreed that except for the exceptions set forth in this Agreement, this
is a full and final release in complete settlement of all claims and rights of every nature and
kind whatsoever which Executive has or may have against the Company and other Releasees.
Except as otherwise provided in this Agreement and for obligations set forth in this
Agreement, the Company releases and forever discharges the Executive, his personal representatives,
executors, heirs and assigns from and against any and all claims, liabilities, demands, costs,
attorney fees, causes of action and damages, including all consequential and incidental damages,
whether known or unknown, arising from the beginning of time to the date of this Agreement.
Notwithstanding this Agreement, the Executive acknowledges that the Company is not releasing the
Executive from any action (i) where he knowingly acted in bad faith, or to personally profit at the
Company’s expense, and in a manner that was not in the best interests of the Company or (ii) if
Executive had reasonable cause to believe that his conduct was unlawful.
7. Post-Termination Obligations. Executive agrees that the confidentiality,
non-competition and non-solicitation provisions of the Employment Agreement shall survive and shall
be complied with by Executive.
8. Representations and Acknowledgments.
a. Executive has been given a period of at least twenty-one (21) days in which to consider
this Agreement. If executed prior to the end of such twenty-one (21) day period, Executive
acknowledges that Executive voluntarily waives the balance of such period.
b. Executive has been advised by Company to consult with an attorney.
c. This Agreement shall not be effective or enforceable for a period of seven (7) days
following the date of Executive’s signature below, during which time only, Executive may
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revoke the Agreement. Any such revocation must be in writing, signed by Executive and
delivered or mailed so as to arrive within such seven (7) days to Xxxxxxxxxxx X. Xxxxxxx at Xxxxxx
LLP, 000 X. Xxx Xxxxxx Xxxx, Xxxxx 000, Xxxx, XX 00000.
d. Executive has returned all Company’s property to Company.
e. Executive has not assigned any rights being released under this Agreement.
9. Miscellaneous.
a. This three (3) page Agreement constitutes the entire agreement between Executive and the
Company with respect to the subject matter hereof and supersedes any prior or contemporaneous
promises, agreements or representations between them as to such subject matter, except as otherwise
set forth in this Agreement. This Agreement cannot be modified orally but only in a written
document signed by Executive and an authorized representative of the Company. This Agreement shall
be governed by the laws of the State of Michigan.
b. If any provision of this Agreement, in whole or in part, is determined to be unlawful or
unenforceable, the parties agree that such provision shall be deemed modified, if possible, to the
extent necessary to render such provision valid and enforceable to the maximum extent permitted by
law and, if not possible, it shall be severed from the Agreement. In either event all remaining
provisions of this Agreement shall remain in full force and effect.
c. The captions and headings of the Sections of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement. This Agreement
accurately sets forth the intent and understanding of each party. This Agreement shall not be
construed for or against either party as a result of the drafting hereof if there is any dispute
over the meaning or intent of any of its provisions.
d. A facsimile or photocopy of this Agreement is effective as an original.
Signed below on the date set forth below.
READ BEFORE SIGNING
| Company | Executive | |||||||
| Sparton Corporation | Xxxxxxx Xxxxxxx | |||||||
By: |
/s/ Xxxx Xxxx | By: | /s/ Xxxxxxx Xxxxxxx | |||||
| Name: Xxxx Xxxx | ||||||||
| Title: Chief Executive Officer | ||||||||
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