Exhibit 10.22
June 24, 2005
Xx. Xxxxxx Xxxxx, III
Dear Al:
Following our discussion on Thursday, June 16th and your June 20th confirmation
of the terms and conditions offered by the company, this Separation Agreement
confirms all the terms and conditions set forth by the company. This Separation
Agreement responds to your decision to resign voluntarily from your position as
President, XXX XXXXXX. Your decision was communicated to Xxxxx X. Xxxxxx, III,
Chairman and CEO of Technitrol on Friday, June 3, 2005.
These terms and conditions will be in effect for your Separation Agreement with
the company:
1. Transition Work
Although you indicated in your letter of resignation to be available to Xx.
Xxxxxx for a transition period (up to a maximum of 10 days after your
resignation or until June 17, 2005), the company has not needed your services
during that time period. Also, the company will not ask you to complete any
transition work in the future.
2. Separation and Vacation Payments
Technitrol agrees to pay you in a lump sum amount of three (3) months pay equal
to $70,000 ("Separation Amount"). This payment, net of your normal and customary
deductions, will be made as a direct deposit on July 8, 2005. Also, you are
eligible to receive compensation for earned, but unused, vacation days equal to
104 hours or 13 days. Your vacation pay equals $13,925.60. The amount, net of
deductions, will be made as a direct deposit on July 8, 2005.
3. Benefits
This paragraph will cover your COBRA benefits, RSP award and Pension/SERP
benefits:
3.1 Benefits
Your healthcare benefits will end effective July 31, 2005. You may continue your
medical, dental and vision benefits for 18 months, using the COBRA option. A
letter regarding your COBRA rights will be sent under separate cover. Your
eligibility rights to participate in the 401(k) Plan ended on June 17, 2005.
3.2 RSP Awards
Your RSP account balance totals 9,075 shares which were awarded to you in 2002,
2003 and 2004. As of the NYSE close on Friday, June 17, 2005, Technitrol closed
at $15.03 and therefore your shares had a value of $136,975.25. The company will
vest at 100% all of your RSP shares; and will advise Registrar and Transfer
(R&T), our transfer agent, to issue you a separate stock certificates for 2,750,
2,125 and 4,200 shares of Technitrol, for your respective 2002, 2003 and 2004
awards. The certificate for 2003 and 2004 will contain a legend indicating they
are "Restricted Stock" and as such must be sold in compliance with Rule 144.
Prior to selling any shares, you should consult an attorney about your
obligations under Federal and State securities laws. The company has a policy of
not giving advice to executives or Directors about sale or purchase of
Technitrol stock. These matters are best handled by you, in consultation with
your legal advisor.
3.3 Pension/SERP Benefits
Consistent with the plan provisions of the company's Defined Benefit Pension
Plan and its SERP, you have earned a vested benefit. Our normal practice is to
ask Xxxxxx Human Resource Consulting, our pension advisor, to calculate the
value of your vested benefit under the Pension Plan and the SERP. We will follow
that practice and send you Xxxxxx'x pension calculation. Given your many years
of continuous service with Technitrol/AMI DODUCO, the value of your pension
benefit will be more than $7,000. Therefore, the company will not make a lump
sum pension payment. For the year 2005, you have earned a pension service credit
of .6. The Xxxxxx report will be sent to you by July 15, 2005.
The Separation Amount defined in paragraph #2 above and 100% vesting of your RSP
shares are financial benefits normally not offered to an employee who resigns
and the Company is under no obligation to provide such financial benefits to
you. In exchange for such financial benefits, the company is seeking a full and
complete release (please refer to paragraph #7 for the release terms) in
exchange for these benefits.
4. Confidentiality - Technitrol Business and Operational Issues
You will not directly disclose or indirectly disclose or use for your own
benefit or anyone else's benefit any confidential or proprietary information
about Technitrol, or any of its affiliated companies including, but not limited
to, business plans, customer lists and information, quotes, prices, costs,
processes, technical information, operational priorities or any other
proprietary and confidential information that you learned or observed during
your employment. This obligation
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shall survive the termination or expiration of this Agreement, but the company
agrees to terminate the CONFIDENTIALITY provision on June 2, 2008.
5. Confidentiality of this Agreement
You agree that the terms and conditions of this Agreement shall remain
completely confidential and that you will not at any time disclose any
information concerning this Agreement to any person, except as specifically
permitted in this paragraph. The terms and conditions of this Agreement may be
disclosed by you as follows:
(a) to your attorneys, accountants, insurance carriers and
adjusters and tax and other professional advisors, who have a
reasonable need to know, and
(b) to your immediate family or otherwise as may be required by
law (and you receive an opinion from an attorney to that
effect);
provided that the individuals to whom information about this Agreement has been
disclosed also assure you that they will keep the terms and conditions of this
Agreement confidential. This obligation will survive the termination or
expiration of this Agreement.
The company will be bound too by the confidentiality of this Agreement.
6. Return of Property
You have already returned to Technitrol (c/o Xxxxx Xxxxx and Xxxxxxxxx XxXxxxx)
any property of Technitrol in your possession including, but not limited to:
customer information, business plans, mergers and acquisition targets and due
diligence information, new product data, all company authorized credit cards,
access keys, laptop and cell phone. Also, you have returned your leased company
car to the Audi dealership. All of these actions have fulfilled your obligation
for Return of Property.
7. Release of Technitrol
(a) In consideration for the above, and all of the terms of this
Agreement, you, Xxxxxx Xxxxx, for yourself, your agents,
representatives, heirs, executors, administrators, partners,
insurers, successors, and assigns, and all persons,
corporations and other entities connected therewith which
might claim by, through or under them or any of them (all of
whom are hereinafter individually and collectively referred to
in this paragraph as "Releasors"), do hereby release, remise
and forever discharge Technitrol, their respective direct and
indirect subsidiaries, affiliates, investors, insurers,
successors, assigns and each of their agents, servants,
shareholders, employees, officers, directors, trustees,
representatives and attorneys and each of their heirs,
successors, executors and administrators (all of whom are
hereinafter individually and collectively referred to in this
paragraph as "releasees") of and from any and all claims,
demands, causes of action,
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actions, rights, damages, judgments, costs, compensation,
suits, debts, dues, accounts, bonds, covenants, agreements,
expenses, attorneys' fees, damages, penalties, punitive
damages and liability of any nature whatsoever, in law or in
equity or otherwise, which Releasors have had, now have, shall
or may have in the future, whether known or unknown, foreseen
or unforeseen, suspected or unsuspected, by reason of any
cause, matter or thing whatsoever, including those relating to
your employment with Technitrol and resulting termination of
that employment. Notwithstanding the release set forth in this
paragraph 7, you, do not release any claims for
indemnification you may have pursuant to the indemnification
provisions contained in Technitrol's Articles of Incorporation
by/or By-Laws, or any claim under this letter agreement.
(b) This paragraph and its sub-paragraphs are intended to comply
with Section 201 of the Older Workers' Benefits Act of 1990.
(i) By the release set forth in this paragraph 7, you
acknowledge that you are giving up all claims related to
your employment with Technitrol and the termination of
that employment, including but not limited to, claims
for breach of contract or implied contract, wrongful,
retaliatory or constructive discharge, negligence,
misrepresentation, fraud, detrimental reliance,
promissory estoppel, defamation, invasion of privacy,
impairment of economic opportunity, intentional or
negligent inflection of emotional distress, any and all
other torts, and claims for attorney's fees, as well as
the following statutory claims described below.
(ii) You further acknowledge that various state and federal
laws prohibit discrimination based on age, gender, race,
color, national origin, religion, handicap or veterans
status. These include Title VII of the Civil Rights Act
of 1964, 42 U.S.C. 2000 et seq. and the Civil Rights Act
of 1991 (relating to gender, national origin, and
certain other kinds of job discrimination); the Age
Discrimination in Employment Act, 29 Benefit Protection
Act, 29 U.S.C. 626, the Rehabilitation Act of 1973, the
Civil Rights Act of 1966 and 1871, the Americans with
Disabilities Act and the Pennsylvania Human Relations
Act. You also understand and acknowledge that there are
various federal and state laws governing wage and hour
issues, including but not limited to the Fair Labor
Standards Act, Pennsylvania wage and hour laws and the
Equal Pay Act of 1963 (relating to all the above forms
of job discrimination). You acknowledge that you are
giving up any claims you may have under any of these
statutes and under any other federal, state or municipal
statute, ordinance, executive order or regulation
relating to discrimination in employment, wage and hour
issues, or in any way pertaining to your employment
relationship with Technitrol.
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You understand and acknowledge that this release applies
to all such employment-related claims, which you have
had, now have or shall or may have in the future.
(iii) You hereby certify that Technitrol has advised you have
at least 21 days (a) to consider and review this
Agreement and its consequences with an attorney of your
choosing, and (b) if you accept the terms of this
Agreement, to forward an executed copy to Technitrol in
accordance with paragraph 10 of this Agreement. The
offer contained in this letter may only be executed in
whole and not in part; if you do not execute and deliver
this Agreement to Technitrol by July 7, 2005 then the
offer set forth in the body of this letter is
automatically and without further notice to you revoked
and it will be of no further force or effect whatsoever.
(iv) You also acknowledge that you have seven (7) days from
the execution of this Agreement to advise Technitrol
that you are revoking this Agreement, and understand
that if you have not revoked this Agreement by the end
of the seventh-day period, this Agreement will be
effective and in full force. You understand that any
revocation you make shall be in writing, sent by
facsimile, hand delivery or overnight mail, to
Technitrol in accordance with paragraph 10 of this
Agreement.
8. Acknowledgement
You acknowledge that you have been given a reasonable opportunity to discuss
this Agreement with an attorney or advisor of your choice; that you have
carefully read and fully understand all of the provisions of this Agreement; and
that you are entering into this Agreement knowingly, voluntarily and of your own
free will, and intending to be legally bound.
If you choose to accept the offer contained, and under the terms and conditions
set out in this letter, please sign and date this Agreement where it is
indicated below, and return it to Xxxxx X. Xxxxx, Technitrol, Inc. 0000
Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000. Your signature below indicates
your acceptance of this Agreement in full and shall cause this Agreement to be
binding upon you, your heirs, representatives and assigns. If you do not return
it to Technitrol signed by July 7, 2005, we shall assume that you have elected
not to accept the terms and conditions of this Agreement and this offer is
revoked.
9. Employment with a Competitor of Technitrol
You agree to advise the company of your serious consideration of, and candidacy
for, a position with a current competitor of Technitrol or any of its
subsidiaries. We want to discuss the position with you and to ensure that there
is no material conflict. Your direct contact for this provision is Xxxxx X.
Xxxxx, Vice President, Human Resources at Technitrol. If AMI DODUCO is no longer
owned by Technitrol, it is not considered a competitor.
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10. Miscellaneous
This Separation Agreement supercedes all prior agreements, arrangements and
understandings and constitutes the complete and full agreement and understanding
between the parties relating to the subject matter covered herein. Any
modifications of, or amendments to, the Separation Agreement must be made in
writing and signed by both parties.
This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania, without regard to conflicts of law principles.
The Separation Agreement constitutes all the terms of AMI DODUCO's separation
agreement with you. I will be your primary contact after your termination date,
providing assistance for all matters related to this Separation Agreement. I
have sent you two originals signed and dated. Please return one original of this
Agreement to me signed and dated on or before July 7, 2005 as confirmation of
your acceptance of this offer.
Sincerely,
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxxx
Vice President, Human Resources
Accepted and Agreed to on this 29th day of June, 2005, and intending to be
legally bound.
/s/ Xxxxx X. Xxxx June 24, 2005 /s/ Xxxxxx Xxxxx, III June 29, 2005
---------------------------------- ---------------------------------------
Xxxxx X. Xxxxx Date Xxxxxx Xxxxx, III Date
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Addendum to Separation Agreement
I acknowledge and understand that it is the policy of (Technitrol and AMID) that
all emails transmitted through their internal email systems (either sent or
received) are the property of (Technitrol/AMID). I acknowledge that I have
returned to (Technitrol/AMID) all copies of emails together with any attachments
to them which were in my possession, custody or control in either electronic
form or in hard copy form, while I was managing my responsibilities either as
CFO of Technitrol or President of AMI DODUCO. I represent to Technitrol/AMID
that I do not have in my possession, custody or control any emails or documents
sent or received by me by way of Technitrol/AMI DODUCO's email system, except as
set forth in this Separation Agreement and defined in paragraph #4 of this
Agreement.
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