Exhibit 10
November 14, 2002
Xx. Xxxxx Xxxxxxx
00 Xxx Xxxxx Xxxx
Xxxx, XX 00000
Dear Xxxxx:
This letter will confirm our discussion regarding your termination from the
position of Senior Vice President, Chief Financial Officer, effective November
12, 2002. Moreover, this letter will further serve as our Agreement on the terms
and conditions of your separation from ADVO, Inc. (herein referred to as
"Company") and the benefits that will be provided to you. Your last day worked
is November 11, 2002.
I. Separation Benefits
If you sign and return this Agreement as provided herein, you will receive
the benefits described below. If you do not sign and return this Agreement
as provided herein, you will receive the benefits described in Attachment
A, which is made part of this Agreement.
1. Effective immediately, you will be placed on inactive wage
continuation pay status for a period of up to 104 weeks. While on
inactive pay status, you will be paid on each regular pay date
throughout this period at your current rate of pay. If you were
participating in the Company's medical, dental, group universal
life, dependent life, or Employee Stock Purchase plans on your last
day worked, you may continue such participation up to the date your
wage continuation ends (provided you make any required associate
contributions). In addition, your company-paid supplemental
executive benefits, including long-term disability, long-term care
and the medical supplement, as well as your basic group life
insurance, will continue for the duration of the wage continuation
period described herein. Matching employer Social Security
contributions will be made on your behalf throughout this period as
well. During this wage continuation, you will not be eligible for
the Company's short-term and long-term disability benefits plans,
workers' compensation, vacation accrual, Executive Severance Plan or
auto allowance. You will not be eligible to make further savings
plan contributions beyond your termination date of November 12,
2002. Any earned vacation pay you have not taken will be paid in a
lump sum and added to your first wage continuation payment.
2. The Company will provide outplacement for you with a counselor from
Xxxxx, Xxxx, Xxxxx. Xx Xxxxxxx will personally coordinate your
outplacement activities, including the monitoring of reference
inquiries from prospective employers.
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November 14, 2002
3. You agree to provide the Company your full assistance in the
transition of the CFO position and related matters, as requested
upon reasonable notice.
4. If you obtain other employment during your period of inactive wage
continuation you must notify the Company of such employment. In this
case, any remaining wage continuation, which would otherwise have
been made, (from the date of new employment through the end of the
wage continuation period described in paragraph 1) will be paid out
in a lump sum, less applicable withholding. At that time,
continuation of all benefits, including the supplemental executive
benefits, will cease.
5. You will not be eligible to receive bonus payments under any
incentive compensation plan. In addition, you will not receive any
further stock option grants. As long as you are on the wage
continuation status described above, all stock options shall
continue to vest on their normal schedule. When you leave inactive
wage continuation status, all vesting shall cease. You will have
three months after that date in which to exercise any outstanding,
vested options. You can contact the Legal Department at 000-000-0000
directly for more information about stock-related matters, including
ongoing constraints on any trades you want to make.
6. Within 44 days of the end of the month in which your wage
continuation period ends, you will receive notification of your
rights under COBRA legislation to elect continuation of group
coverage under the Company's medical and/or dental plans.
Additionally, you may have the option to convert your group medical
coverage to an individual policy basis at the expiration of the
COBRA continuation period. You will have up to 31 days from the end
of your wage continuation period, to convert your group basic and
universal life insurance to an individual policy basis. You will
receive the written COBRA notice from the ADP COBRA Department and
may inquire to them about details regarding these privileges at
000-000-0000.
II. Nonadmission By Company
This Agreement shall not constitute, operate or be construed as an
admission that the Company violated any federal, state or local statute,
law, order, ordinance or regulation or any right founded or defined in any
applicable constitutional or statutory provision, common law, contract or
public policy. The Company expressly denies any and all allegations of
unlawful and/or wrongful conduct arising out of or in connection with the
Company's employment of you and/or the termination of your employment.
III. Release & Waiver
In exchange for the consideration provided in Section I, to which you are
otherwise not entitled, you agree to all of the terms and conditions as
defined in this Section.
1. You affirm that your leaving ADVO is not caused by any act of
discrimination by ADVO, its employees, officers or directors, past or
present. You agree not to make or file any claims or charges of any kind
against ADVO before any agency, court or other forum. You agree to release
ADVO from any claim, known or unknown, arising in any way from any actions
taken by ADVO, up to the date of the signing of this Agreement. This
includes, but not limited to, any claim for wrongful discharge, breach of
contract or other common law claims, or under any Federal, State or local
statute or regulation including, but not limited to, Title VII of the
Civil Rights Act of 1964 as
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November 14, 2002
Amended, 42 U.S.C. 2000E et. seq.; the Employee Retirement Income Security
Act of 1974 ("ERISA"), 29 U.S.C. 1001 et. seq.; the Age Discrimination in
Employment Act, as amended, the Civil Rights Act of 1991, or any claims
for attorney's fees, expenses, or costs of litigation. This Release and
waiver also includes claims that you suffered any other harm by or through
the actions of the Company, including, but not limited to, claims for
defamation or emotional distress.
2. This Release covers all claims based on any facts or events, whether
known or unknown by you, which occurred on or before the effective
date of this Agreement.
3. This Release does not include, however, a release of your rights to
any standard benefits to which you may be entitled in accordance
with the terms of the Company employee benefit plans in which you
participated, and does not include release of your right to enforce
this agreement and the obligations thereunder.
4. The "Release" set out in this section of the Agreement is an
essential and material part of this Agreement. If any portion of the
Release is determined to be illegal or unenforceable, the remaining
portions of such Release shall remain in full force and effect. If
you file 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 costs and attorneys' fees.
IV. Agreements Made By You
1. You will return to the Company all Company Information, reports,
files, memoranda, records, credit cards, cardkey passes, door and
file keys, software and other property which you received or
prepared or helped to prepare in connection with your employment.
You have not and will not retain any copies or excerpts thereof. 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 technical, scientific, business or
financial information, the use or disclosure of which might
reasonably be construed to be contrary to the Company's interest or
competitive posture.
2. You acknowledge that you have acquired valuable and sensitive
Company Information and that such Company Information has been
disclosed to you in confidence and for the Company's use only. Your
former responsibilities frequently involved highly sensitive Company
information entrusted to you. You agree that you: (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 your own behalf,
or on behalf of any third party. When Company Information becomes
generally available to the public other than by your acts or
omissions, it is no longer subject to the restrictions in this
paragraph.
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November 14, 2002
3. This Agreement supersedes all other Agreements or understandings,
written or oral, that you may have with ADVO, Inc. on the subject
matter discussed above, except that the Non-Compete Agreement
between you and ADVO shall remain in full force and effect pursuant
to its terms.
4. You agree that the provisions of this Agreement are severable and
divisible. In the event any portion of this Agreement is determined
to be illegal or unenforceable, the remaining provisions of this
Agreement shall remain in full force and effect. This is the entire
Agreement between you and the Company. The Company has made no
promises to you other than those in this Agreement.
V. Arbitration/Dispute Resolution
Any dispute arising between the Company and you with respect to the
performance or interpretation of this Agreement shall be submitted to
arbitration in Hartford, Connecticut, for resolution. It shall be done in
accordance with the rules of the American Arbitration Association. It will
be 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 shall be rendered within ninety (90) days
following impanelment of the arbitrator. The losing party shall bear all
costs of arbitration. The arbitrator shall be selected in accordance with
the rules of the American Arbitration Association. Following a decision by
the arbitrator, the successful party 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.
VI. Execution & Right To Revoke
1. You acknowledge that you have read this Agreement carefully and
fully understand its terms. You have been advised to seek legal
counsel and have had an opportunity to do so, and you are executing
this Agreement voluntarily and knowingly. You fully understand that
signing this Agreement waives all legal claims against ADVO based on
any actions taken by ADVO up to the date of the signing of this
Agreement.
2. You have been given twenty-two (22) days to review and consider this
Agreement before signing it. You understand and acknowledge that you
may use as much of this period as you wish prior to signing.
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November 14, 2002
3. If this Agreement is signed by you and returned to the Company
within the time specified in Paragraph 2 above, you may revoke this
Agreement within seven (7) business days of the date of your
signature. Revocation can be made by delivering a written notice of
revocation to, Xxxxx Xxxxxxxx, Vice President, Human Resources at
ADVO, Inc., Human Resources, Xxx Xxxxxx Xxxx, Xxxxxxx, XX 00000. For
this revocation to be effective, written notice must be received by
him no later than close of business on the seventh (7th) business
day after you sign this Agreement. If you revoke this Agreement, it
shall not be effective or enforceable and you will not receive the
benefits described in Paragraph I. If you have received any
benefits, the cash equivalent value of such benefits must be return
to the Company. Revoking this Agreement will not alter the fact that
your employment has been terminated.
4. The effective date of this Agreement shall be seven (7) business
days from the date in which this Agreement is signed and dated by
you. If the Agreement is not dated then, in that event, the
effective date of this Agreement shall be seven (7) calendar days
after receipt of the Agreement by the Company.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND ARE
VOLUNTARILY ENTERING INTO IT WITHOUT DURESS OR COERCION.
Accepted and agreed to this 5th day of December, 2002.
/s/ XXXXX XXXXXXX /s/ XXXX XXXXXX
----------------------------- ---------------
XXXXX XXXXXXX XXXX XXXXXX
Chairman and CEO
ADVO, Inc.
Attachment A
Benefits provided to you in the event you do not sign and return this Agreement:
1. Effective immediately, you will be placed on inactive wage
continuation pay status for a period of up to 4 weeks. While on
inactive pay status, you will be paid on each regular pay date
throughout this period at your current rate of pay. If you were
participating in the Company's medical, dental, group universal
life, dependent life, or Employee Stock Purchase plans on your last
day worked, you may continue such participation up to the date your
wage continuation ends (provided you make any required associate
contributions). In addition, your company-paid supplemental
executive benefits, including long-term disability, long-term care
and the medical supplement, as well as your basic group life
insurance, will continue for the duration of the wage continuation
period described herein. Matching employer Social Security
contributions will be made on your behalf throughout this period as
well. During this wage continuation, you will not be eligible for
the Company's short-term and long-term disability benefits plans,
workers' compensation, vacation accrual, Executive Severance Plan or
auto allowance. You will not be eligible to make further savings
plan contributions beyond your termination date of November 12,
2002. Any earned vacation pay you have not taken will be paid in a
lump sum and added to your first wage continuation payment.
2. If you obtain other employment during your period of inactive wage
continuation you must notify the Company of such employment. In this
case, any remaining wage continuation, which would otherwise have
been made, (from the date of new employment through the end of the
wage continuation period described in paragraph 1) will be paid out
in a lump sum. At that time, continuation of benefits, including the
supplemental executive benefits, will cease.
3. You will not be eligible to receive bonus payments under the
incentive compensation plan for 2002 or beyond. In addition, you
will not receive any further stock option grants. As long as you are
on the wage continuation status described above, all stock options
shall continue to vest on their normal schedule. When you leave
inactive wage continuation status, all vesting shall cease. You will
have three months after that date in which to exercise any
outstanding, vested options. You can contact the Legal Department at
000-000-0000 directly for more information about stock-related
matters.
4. Within 44 days of the end of the month in which your wage
continuation period ends, you will receive notification of your
rights under COBRA legislation to elect continuation of group
coverage under the Company's medical and/or dental plans.
Additionally, you may have the option to convert your group medical
coverage to an individual policy basis at the expiration of the
COBRA continuation period. You will have up to 31 days from the end
of your wage continuation period, to convert your group basic and
universal life insurance to an individual policy basis. You will
receive the written COBRA notice from the ADP COBRA Benefits and may
inquire to them about details regarding these privileges,
000-000-0000.
