Exh 10(q)
AGREEMENT
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This Agreement ("Agreement") is between Source One Mortgage Services
Corporation (the "Company") and Xxxxxx X. Xxxxxxxx (the "Employee"). The
parties voluntarily agree as follows:
1. Employee hereby resigns from all his positions as a
director, board or other committee member or officer of the
Company or any of its affiliates effective on June 1, 1996
("Termination Date"). In consideration of Employee's resignation,
and in consideration of the promises and representations made in
Paragraphs 2 through 7 below, the Company agrees to make
supplemental payments (subject to applicable taxes and
withholding) to Employee and his spouse, if she survives him,
equal to the excess of (i) the benefit that would have been
payable to him and his spouse, if she survives him, under the
Source One Mortgage Services Corporation Retirement Plan
("Retirement Plan") and the related Source One Mortgage Services
Corporation Supplemental Retirement Plan ("Supplemental Plan")
commencing on the Termination Date had he attained age 58 on the
Termination Date, had he been credited with benefit service until
he attained age 58 (instead of his actual benefit service) and
had he elected to have his benefits commence on the Termination
Date over (ii) the amounts actually payable from the Retirement
Plan and Supplemental Plan beginning as of the Termination Date.
Payment of such benefits beyond the Employee's 55th birthday is
contingent upon the Employee electing under Article IV, Section
4(a), of the Retirement Plan, within 90 days before he attains
age 55 (if he is then living) to commence to receive his monthly
benefit under the Retirement Plan on the first day of the month
following his 55th birthday. Such benefits shall be paid in the
same manner and form as benefits under the Retirement Plan are
paid. Such benefits shall be paid from the general funds of the
Company. Execution of this Agreement by Employee represents
acknowledgment that the additional benefit described in this
paragraph 1 represents valuable consideration and not benefits or
compensation otherwise owed Employee by the Company.
2. By execution of this Agreement and in consideration
of the additional benefit described in Paragraph 1, Employee
agrees as follows:
a. Employee's resignation will be effective on the
Termination Date. Employee acknowledges that
effective as of such date, any right or authority on
Employee's part to act as an agent or employee of the
Company, in any manner whatsoever, shall be
terminated.
b. Employee agrees to release and discharge the Company,
Fund American Enterprises Holdings, Inc. and any
related company, and their respective agents,
employees directors and officers ("Fund American
Group") from any and all actions, causes of action,
claims, awards, damages, demands or suits, at law or
in equity, or liabilities of any kind or nature
whatsoever, which Employee now has or hereafter may
have against the Fund American Group at any time in
the past
and at any time through the Termination Date,
excepting, however, any amounts payable to the
Employee under paragraph 1 above and any amounts
payable or benefits provided as described in the
letter dated June 5, 1996 to you from Xxxx X. Xxxxx
on behalf of the Company. This release and discharge
is specifically understood to apply to, but is not
limited to, claims of wrongful discharge, claims of
discriminatory treatment based upon any one or
combination of the factors of sex, race, religion,
sexual orientation, handicap, national origin and any
and all other claims arising under federal, state or
local law, whether such claims arise due to common
law (whether arising in tort or contract) or by
constitution, statute or ordinance. This release and
discharge also includes a waiver of any rights or
claims which Employee may have under the Age
Discrimination in Employment Act, as amended, arising
on or prior to the date of execution of this
Agreement but does not include any such rights or
claims arising after the date of this Agreement.
c. Employee agrees that he will hold in a fiduciary
capacity for the benefit of the Fund American Group
all Confidential Information as defined below and
shall not communicate or divulge any Confidential
Information to, or use any Confidential Information
for the benefit of, any person (including the
Employee) or entity other than an entity in the Fund
American Group. "Confidential Information" shall mean
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(i) information, not generally known, about the Fund
American Group's clients, processes, services and
products, whether written or not, including
information relating to research, accounting,
marketing, merchandising, selling and the identity of
current and prospective customers and other client
information and (ii) any confidential information
entrusted to the Fund American Group by a client or
customer thereof which to the Fund American Group is
obligated to keep confidential. Employee agrees that
he will return to the Company as soon as practicable
after the Termination Date any documents or other
written, recorded or graphic matter containing,
relating or referring to any Confidential Information
(and all copies thereof) in Employee's possession or
control.
d. Employee agrees that he will not make any statement
to any third party disparaging or criticizing, or
otherwise take action to cast aspersions on, the
management, business, affairs or property of any of
the Fund American Group.
3. Employee acknowledges that he is entering into this
Agreement voluntarily and of his own free will. Employee also
agrees that this Agreement contains the parties' complete
understanding and that there are no other agreements, oral or
written, pertaining to the subject matter of this Agreement.
4. The parties hereto agree that this Agreement shall be
governed by and construed in accordance with the laws of the State
of Michigan. The parties further agree that should any part or
provision of this Agreement be held unenforceable or in conflict
with controlling law, the validity of the remaining parts and
provisions shall be unaffected.
5. The parties expressly agree that this Agreement shall
inure to the benefit of and be binding upon the parties hereto and
their respective heirs, successors and assigns.
6. Employee agrees that the terms of this Agreement
shall be kept confidential and shall not be divulged by Employee
to anyone including but not limited to any current or future
employee of the Company.
7. Employee acknowledges that he was provided a copy of
this Agreement on June 5, 1996 and that he has until June 26,
1996, to sign and return it to the Company. Employee shall have
seven days from the date this Agreement is executed by the
Employee to revoke this Agreement. It is agreed that this
Agreement shall become effective and enforceable at end of the
seven-day revocation period unless the Employee exercises his
right to revoke this Agreement within such period. Employee is
advised to consult with an attorney prior to executing this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year written below.
XXXXXX X. XXXXXXXX SOURCE ONE MORTGAGE
SERVICES CORPORATION
By: By:
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(Date) (Date)
