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EXHIBIT 10.15
CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE
This Confidential Severance Agreement and General Release ("Agreement") is
entered into between and among Xxxx Xxxxxxxxxx ("Blauwiekel") and Teledyne
Technologies Incorporated ("Company") as of the date of the Blauwiekel's timely
execution of this Agreement ("Effective Date.")
RECITALS
X. Xxxxxxxxxx was employed as Vice President of Human Resources for the
Company from March 1, 2000 to February 6, 2001. The Company and
Blauwiekel have determined that it is in their mutual interests to sever
their employment relationship amicably and in confidence, and with that
in mind, Blauwiekel has voluntarily terminated his employment effective
February 6, 2001.
B. To ease Blauwiekel's transition, the Company is providing the enhanced
severance benefits set forth in this Agreement in exchange for which
Blauwiekel is releasing and extinguishing for all time any and all
possible claims and demands of any kind, nature or description, known or
unknown, that he has or might have against the Company and any of its
past or present officers, directors, principals, administrators,
employees, agents, representatives, attorneys or insurers, or any of
their past or present parents, affiliated companies or partnerships, or
their successors.
C. Independent and apart from this Agreement, Blauwiekel has been paid a
severance of one month's salary and all accrued vacation, and he
acknowledges that, except for the sums and benefits provided for in this
Agreement, he has been paid all compensation and other sums owed to him
by the Company, including, but not limited to, vacation, wages, bonuses,
and other incentive compensation. Any further wages, bonuses, or other
compensation claimed to be owed by Blauwiekel were disputed in good
faith and on a reasonable basis by the Company, and have been fully
compromised and paid to Blauwiekel by this Agreement as set forth below.
Blauwiekel is not owed any additional sums or compensation, and the
benefits and sums set forth in this Agreement are over and above any
sums that Blauwiekel would otherwise have been entitled to in connection
with his separation of employment with the Company.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, Blauwiekel and Company agree as follows:
SEVERANCE AGREEMENT & GENERAL RELEASE TERMS
1. Resignation. Blauwiekel voluntarily resigned his employment with the
Company, including his service as an officer, effective February 6, 2001
(the "Separation Date"). Blauwiekel acknowledges and agrees that he has
been paid all wages, salary, and vacation earned or accrued up to the
effective date of his resignation.
2. Severance Benefits. After the Effective Date, the Company shall pay to
Blauwiekel the following:
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a) Cash Severance. A cash severance of Eighty Seven Thousand and
Five Hundred Dollars ($87,500), payable by check, representing
five months of Blauwiekel's annual salary. From this sum, the
Company shall deduct tax withholdings and any other usual and
customary deductions applicable to the payment of severance.
b) AIP. The Company shall pay by check to Blauwiekel the sum of
Sixty Nine Thousand and Five Hundred and Seven Dollars ($69,507)
reflecting the year 2000 annual incentive payment at target and
on a pro rata basis consistent with Blauwiekel's actual term of
employment. From this sum, the Company shall deduct tax
withholdings and any other usual and customary deductions
applicable to the payment of wages.
c) Health, Life, and Dental. In the event Blauwiekel elects to
continue health, life, and/or dental insurance coverage with the
Company under the Consolidated Omnibus Budget Reconciliation Act
("COBRA"), the Company shall pay the premiums, in the amount of
the usual employer's contribution, for said insurance coverage,
for Blauwiekel, including any of his currently covered
dependents, until August 15, 2001 or until Blauwiekel becomes
eligible to obtain comprehensive health, life, dental insurance
coverage from another employer, whichever occurs first.
d) Outplacement. Company shall retain and pay up to a maximum of
Twenty Five Thousand Dollars ($25,000) for Executive-level
Outplacement Services to be provided to Blauwiekel for a period
of one year commencing on the Effective Date or until Blauwiekel
secures employment, whichever occurs first.
e) Stock Options. Company shall take the steps necessary to
accelerate vesting to the Effective Date of this Agreement those
Six Thousand Six Hundred and Sixty Seven (6,667) options granted
to Blauwiekel and scheduled to vest within the next 60 days.
Vested options must be exercised within thirty days of the
Effective Date.
f) Leased Automobile. In the event that Blauwiekel elects to
purchase his vehicle which is currently-leased from Donlen
Corporation, Company shall pay by check to Blauwiekel an amount
equivalent to one-third (1/3) of either the fair market value or
the book value (whichever is less), as of the Effective Date, of
said vehicle.
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3. Indemnification for Tax Obligations. Blauwiekel shall be solely
responsible for the full and timely payment of taxes and/or other such
obligations, if any, incurred as a result of any and all payments
received pursuant to this Agreement except for the severance payments in
paragraphs 2a and 2b, collectively, "Tax Obligations". In the event that
any tax or other governmental authority makes an inquiry of Company
related to Blauwiekel's payment of Tax Obligations, Blauwiekel shall
cooperate with Company by providing it with any information reasonably
required to respond to said inquiries. Blauwiekel shall fully indemnify
and hold Company harmless for and against any and all claims, charges,
complaints, causes of action, losses, costs, fees, liabilities, damages,
penalties or injuries, including, without limitation, reasonable
attorneys' fees, arising out of or related to his failure to satisfy any
Tax Obligations.
4. Satisfaction Of Wage Claims. The parties acknowledge that any claims of
Blauwiekel for benefits, commissions, compensation, payments,
remuneration, salary, vacation and wages were disputed in good faith by
the Company, that any and all claims by Blauwiekel for benefits,
commissions, compensation, payments, remuneration, salary, vacation and
wages have been compromised and resolved by this Agreement, and that
Blauwiekel is not owed any further additional or benefits, commissions,
compensation, payments, remuneration, salary, vacation or wages.
5. General Release. Except as to the provisions and obligations set forth
in this Agreement, Blauwiekel hereby generally releases and forever
discharges the Company, its present and former directors, officers,
employees, agents, attorneys, accountants, consultants, successors,
assigns and affiliates from any and all claims, demands, complaints,
causes of action, losses, liabilities, penalties, costs, attorneys'
fees, expenses, damages, indemnities and obligations of any and every
kind, nature and character in law, equity or otherwise, present, past or
future, suspected or unsuspected, disclosed or undisclosed, of any
nature whatsoever, whether now known or unknown, foreseen or unforeseen,
created by statute, rule, regulation or professional code, that
Blauwiekel ever had, now has or hereinafter can, shall or may have, by
reason of, arising out of or in any way relating to any acts, omissions,
events or circumstances from the beginning of time up to the Effective
Date of this Agreement, including but not limited to Blauwiekel's hiring
or separation from the Company. By way of example only, and not as a
limitation, the matters released under this provision include, without
limitation, all claims related to wages, salaries or other compensation;
payments, benefits and fringe benefits, back pay and front pay; expense
reimbursements for residence relocation; housing and automobile
allowances; expense reimbursements for club/association memberships,
travel and business items and subscriptions; vacation, holiday and sick
pay; life, health, accident, disability and workers' compensation
insurance; and contributions/payments to retirement or pension
participation plans. The matters released under this provision also
extend to rights or claims under California's Fair Employment & Housing
Act (Govt. C Section 12940 et. seq., which prohibits discrimination on
the basis of race, religion, color, sex, age, mental disability,
physical disability, medical condition, marital status, sexual
orientation, and other protected categories), Title VII of the Civil
Rights Act (42 U.S.C. Section 2000e et. seq., which prohibits
discrimination on the basis of race, sex, national origin, color, and
religion), the Americans With Disabilities Act of 1990 (42 U.S.C. 12101
et. seq., which prohibits discrimination against and requires reasonable
accommodation of qualified
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disabled workers under certain circumstances), the federal Family
Medical Leave Act (29 U.S.C. Section 2601 et. seq.), California's Family
Rights Act (Govt. C Section 12945.2) (which provides leaves of absences
to employees under certain circumstances), the California Labor Code,
the federal Fair Labor Standards Act (29 U.S.C. Section 201 et. seq.),
the Employee Retirement Income Security Act (29 U.S.C. Section 1001 et.
seq.), and any and all other local, municipal, state and federal
statutes and laws.
6. Waiver of Known/Unknown/Suspected/Unsuspected Claims. Blauwiekel waives
and relinquishes all rights and benefits that might be afforded to him
under Section 1542 of the Civil Code of the State of California, and
does so understanding and acknowledging the significance and consequence
of this waiver. Section 1542 of the Civil Code of the State of
California states as follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his
settlement with the debtor."
Thus, notwithstanding the provisions of Section 1542, and for the
purposes of implementing a full and complete release and discharge of
the Releases, Blauwiekel expressly acknowledges that this Agreement is
intended to include all claims which he does not know or suspect to
exist in his favor at the time of execution, and that the settlement
agreed upon contemplates the extinguishment of any such claims.
7. No Disclosure of Confidential Information. Blauwiekel shall not use or
disclose any confidential information and/or trade secrets of which he
may have obtained knowledge or possession during his employment with
Company, except with Company's prior written consent. Such confidential
information and trade secrets include, but are not limited to, financial
information, and information regarding Company's business goals, plans,
policies, and strategies.
8. No Solicitation of Employee's. Blauwiekel shall not directly or
indirectly induce or solicit, for a period of one year after the
Effective Date, any Company employee to leave his or her employment with
the Company.
9. Return of Property. Immediately after the Effective Date, Blauwiekel
shall take all steps necessary to return any and all of Company's
property. This includes, by way of example only and not as a limitation,
the corporate leased car, computers, telecommunications devices,
personnel or office files, and office keys or keycards.
10. Cooperation in Defending Claims. Blauwiekel shall reasonably cooperate
with Company upon its reasonable requests in connection with any
disputes with or claims by current or former employees against Company
and/or its officers, directors, employees, agents, representatives, or
any other person or entity.
11. Binding Arbitration of Disputes. Any controversy or claim related to or
arising out of this Agreement or its breach or its
validity/enforceability shall be resolved by final and binding
arbitration to take place in Los Angeles, California, in accordance with
the
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Employment Dispute Resolution Rules of the American Arbitration
Association. Judgment upon any award rendered by the arbitrator(s) may
be entered by any court of competent jurisdiction. The parties are to
bear their own costs and expenses in connection with such arbitration,
except as specified below.
12. Attorneys' Fees and Costs. If any legal action, arbitration or other
proceeding is brought to enforce any provision of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees and
costs incurred in that action, arbitration or proceeding, in addition to
any other relief to which the party may be entitled under law or equity.
13. Governing Law. This Agreement is entered into in the State of
California, and shall be construed and interpreted in accordance with
the laws of that state, notwithstanding any conflicts or choice of law
provisions or principles to the contrary.
14. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective heirs, personal
representatives, successors and assigns.
15. Complete Agreement; Written Modification Only. This Agreement contains
the entire agreement of the parties and constitutes the complete, final
and exclusive embodiment of their agreement with respect to its subject
matter. This Agreement supersedes any and all prior correspondence,
arrangements, representations and understandings, whether written or
oral, express or implied, with respect to its subject matter. This
Agreement may not be modified except by a writing designated
specifically as an amendment to this Agreement and signed by Blauwiekel
and an officer of the Company.
16. No Waiver. No waiver by a party of a breach of any provision of this
Agreement shall operate as, or be construed to be, a waiver of any
subsequent breach.
17. Headings. Headings used in this Agreement are for convenience of
reference only, and shall not be considered a part of this Agreement or
be construed to affect the interpretation of any of its provisions.
18. Severability. If any provision of this Agreement is deemed or held
invalid or unenforceable in whole or in part for any reason, that
provision shall be deemed severed from the remainder of this Agreement,
and shall in no way affect or impair the validity or enforceability of
any portion or all of this Agreement, which otherwise shall be fully
enforceable and valid to the fullest extent consistent with the
expressed desire of the parties to effectuate a complete extinguishing
of Employee's claims and potential claims against the Company.
19. No Admission. It is expressly understood by the Parties that this
Agreement serves to effectuate an amicable severance of employment, and
that the willingness of the Parties to enter into this Agreement is not,
nor is it to be construed as, an admission of legal liability or
wrongdoing of any kind on the part of any of the Parties. Rather, all of
the Parties expressly deny any legal liability or wrongdoing and intend
by this Agreement only to effectuate an amicable and confidential
severance.
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20. Confidentiality. Blauwiekel agrees to keep the existence, terms and
conditions of this Agreement strictly confidential and not to publicize,
communicate, disclose, or reveal in any manner whatsoever, either
directly or indirectly, the terms, or conditions of this Agreement to
any person or entity other than to say that Blauwiekel has resigned his
employment with Company and the severance was an amicable one.
21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of
which taken together shall constitute one and the same instrument. The
Parties may sign facsimile copies of this Agreement, which shall each be
deemed originals.
2/6/01 /S/ XXXX XXXXXXXXXX
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Dated Xxxx Xxxxxxxxxx
Teledyne Technologies, Inc.
2/6/01 /S/ XXXX X. XXXXXX
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Dated By: Xxxx X. Xxxxxx
Title: Senior Vice President,
General Counsel and
Secretary
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EXHIBIT 10.15
CONTINUED
WAIVER & RELEASE OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT
This Waiver & Release of Claims Under The Age Discrimination In
Employment Act ("ADEA Waiver") is entered into by and between Xxxx Xxxxxxxxxx
("Blauwiekel") and Teledyne Technologies Incorporated ("Company"). This ADEA
Waiver is independent of and apart from any other severance agreement entered
into between the parties.
RECITALS
A. This Waiver & Release is offered to Blauwiekel in connection with the
separation of his employment from Company which was effective February
6, 2001. This Waiver & Release offers Blauwiekel a lump sum payment
separate and apart and over and above any other severance being offered
to him in connection with his employment termination. Blauwiekel is
being offered this separate lump sum for the waiver and release of
age-related claims as provided for and contemplated under the Age
Discrimination in Employment Act of 1967 ("ADEA") (29 U.S.C. Section 621
et. seq.) and comparable laws.
B. This Waiver & Release has been delivered to Blauwiekel on February 5,
2001, and he has been advised that he has 21 days to review, consider,
and accept or reject this document.
RELEASE & WAIVER
1. Payment For ADEA Release & Waiver. In exchange for Blauwiekel's
waiver and release set forth below, the Company shall pay Blauwiekel the sum of
$25,000 by check, due and payable upon expiration of the 7-day revocation period
set forth below so long as Blauwiekel does not revoke his acceptance within that
time. Blauwiekel shall be solely responsible for the full and timely payment of
all taxes incurred as a result of this payment, and agrees to indemnify and hold
Company harmless from any tax liabilities arising out of this payment.
2. ADEA Release. In exchange for the payment set forth below, Blauwiekel
hereby generally releases and forever discharges the Company, its present and
former directors, officers, employees, agents, attorneys, accountants,
consultants, successors, assigns and affiliates from any and all claims,
demands, complaints, causes of action, losses, liabilities, penalties, costs,
attorneys' fees, expenses, damages, indemnities and obligations of any and every
kind, nature and character in law, equity or otherwise, arising out of,
involving, or in any way relating to Blauwiekel's age, including but not limited
to, claims of age discrimination under the Age Discrimination in Employment Act
of 1967 ("ADEA") (29 U.S.C. Section 621 et. seq.).
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3. Knowing Waiver. Blauwiekel is over 40 years old and, as such, is
covered by ADEA. He hereby acknowledges his knowing and voluntary intent to
waive all rights and claims he has or might have under the ADEA and any other
federal, state, municipal, or local law involving age-related claims. Blauwiekel
expressly acknowledges and affirms that as a Human Resources executive, he has
special expertise and knowledge about ADEA and that he is making this waiver
with a full understanding of its meaning and effect and for the purpose of
effectuating a complete release of all possible claims against the Company.
Blauwiekel additionally acknowledges the following information:
(a) Blauwiekel has been given twenty-one (21) days to consider this
Release & Waiver before executing it;
(b) Blauwiekel has carefully read and fully understands all of the
provisions of this Release & Waiver;
(c) Blauwiekel is, through this Release & Waiver, releasing the
Company from any and all claims he may have against it;
(d) Blauwiekel voluntarily agrees to all terms in this Release &
Waiver;
(e) Blauwiekel knowingly intends to be bound by this Release &
Waiver;
(f) Blauwiekel was and hereby is again advised to consider the terms
of this Release & Waiver and consult with an attorney of his
choice prior to executing this Release & Waiver;
(g) Blauwiekel has a full seven (7) days after executing this
Release & Waiver to revoke this Release & Waiver and has been
and hereby is advised in writing that this Release & Waiver
shall not become effective or enforceable until the revocation
period has expired. Revocation shall be effective only upon
Blauwiekel's written notice delivered to Xxxx Xxxxxx, General
Counsel for Teledyne, within that seven day period; and
(h) Blauwiekel understand that rights or claims under the Age
Discrimination in Employment Act of 1967 (29 U.S.C. ss. 621, et
seq.), that may arise after the date this Release & Waiver is
executed are not waived.
4. Arbitration of Disputes. Blauwiekel also agrees that any claims or
disputes arising out of this Release & Waiver, including any issues regarding
its interpretation, scope, or enforceability, shall be submitted to binding
arbitration in Los Angeles in accordance with the Labor/Employment rules of the
American Arbitration Association ("AAA"), which shall be the final and exclusive
remedy for all claims or disputes. Each party to bear their own costs, fees, and
expenses. The arbitration award will be binding and conclusive on the parties
and may be enforced in a court of competent jurisdiction in Los Angeles,
California.
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5. Integrated Writing. This sets forth the sole and entire agreement
between the parties regarding the waiver and release of age-related claims, and
there are no other agreements or understandings, whether oral, written, express,
or implied, not set forth in this Release & Waiver. You also acknowledge that
there have been no promises or representations made to you that are not
contained in this document. This Release & Waiver shall not be amended except in
writing designated as an amendment to this Release & Waive and signed by
Blauwiekel and an officer of the Company.
6. Governing Law. This Release & Waiver is entered into in the State of
California, and shall be construed and interpreted in accordance with the laws
of that state, notwithstanding any conflicts or choice of law provisions or
principles to the contrary.
7. Successors and Assigns. This Release & Waiver shall be binding upon
and shall inure to the benefit of the parties and their respective heirs,
personal representatives, successors and assigns.
8. No Waiver. No waiver by a party of a breach of any provision of this
Release & Waiver shall operate as, or be construed to be, a waiver of any
subsequent breach.
9. Headings. Headings used in this Release & Waiver are for convenience
of reference only, and shall not be considered a part of this Release & Waiver
or be construed to affect the interpretation of any of its provisions.
10. Severability. If any provision of this Release & Waiver is deemed or
held invalid or unenforceable in whole or in part for any reason, that provision
shall be deemed severed from the remainder of this Release & Waiver, and shall
in no way affect or impair the validity or enforceability of any portion or all
of this Release & Waiver, which otherwise shall be fully enforceable and valid
to the fullest extent consistent with the expressed desire of the parties to
effectuate a complete extinguishing of Blauwiekel's claims and potential claims
against the Company.
11. No Admission. It is expressly understood by the Parties that this
Release & Waiver serves to effectuate an amicable severance of employment, and
that the willingness of the Parties to enter into this Release & Waiver is not,
nor is it to be construed as, an admission of legal liability or wrongdoing of
any kind on the part of any of the Parties. Rather, all of the Parties expressly
deny any legal liability or wrongdoing and intend by this Release & Waiver only
to effectuate an amicable and confidential severance.
12. Confidentiality. Blauwiekel agrees to keep the existence, terms and
conditions of this Release & Waiver strictly confidential and not to publicize,
communicate, disclose, or reveal in any manner whatsoever, either directly or
indirectly, the terms, or conditions of this Release & Waiver to any person or
entity other than to say that Blauwiekel has resigned his employment with
Company and the severance was an amicable one.
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13. Counterparts. This Release & Waiver may be executed in one or more
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one and the same instrument. The Parties may sign
facsimile copies of this Release & Waiver, which shall each be deemed originals.
2/6/01 /S/ XXXXXXXX XXXXXXXXXX
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Dated Xxxx Xxxxxxxxxx
Teledyne Technologies, Inc.
2/6/01 /S/ XXXX X. XXXXXX
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Dated Title: Senior Vice President,
General Councel and
Secretary
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