SEPARATION AGREEMENT AND RELEASE
Exhibit 10.13
SEPARATION AGREEMENT AND RELEASE
WHEREAS, Calgon Carbon Corporation (“Calgon Carbon”) employed Xxxxxx X. Xxxxxx (“Xx. Xxxxxx”); and
WHEREAS, Calgon Carbon and Xx. Xxxxxx wish to resolve any and all matters between them relating to
Xx. Xxxxxx’x employment and the cessation of that employment;
NOW, THEREFORE, in consideration of the mutual undertakings set forth below, this Separation
Agreement and Release (“SAR”) will govern Xx. Xxxxxx’x cessation of employment with Calgon Carbon
and will resolve, finally and completely, any and all possible claims and disputes between Calgon
Carbon and Xx. Xxxxxx arising from his employment and cessation of employment:
1. Except as stated herein, this SAR will replace and supersede the August 1, 2007 Employment
Agreement between Calgon Carbon and Xx. Xxxxxx (the “Existing Employment Agreement”), any rights of
Xx. Xxxxxx under any Restricted Stock Agreement, Restricted Performance Stock Unit Agreement or
Stock Option Agreement between Calgon Carbon and Xx. Xxxxxx (collectively, the “Equity
Agreements”), and any other agreements pertaining to Xx. Xxxxxx’x employment by Calgon Carbon.
Notwithstanding the foregoing, the rights and obligations of the parties under Section 17 of the
Employment Agreement shall remain in effect.
2. Calgon Carbon’s employment records will reflect that Xx. Xxxxxx’x employment with Calgon
Carbon terminated on September 2, 2009 (“Termination Date”) by an involuntary termination by the
Company without cause, under Section 4(b) of the Existing Employment Agreement.
3. For purposes of this SAR, the Termination Date and the term “termination,” when used in the
context of a condition to, or timing of, payment hereunder shall be interpreted to mean a
“separation from service” as that term is used in Section 409A of the Internal Revenue Code of
1986, as amended.
4. Without Xx. Xxxxxx entering into this SAR, Xx. Xxxxxx is not entitled to any of the taxable
payments provided for in subsections 4(a) through 4(e), other than those set forth in Section 4(c),
and he shall only obtain such payments upon his executing and not revoking the SAR. Xx. Xxxxxx is
not being provided, directly or indirectly, with any election as to the taxable year of payments of
any of the following payments. After timely receipt of a fully signed and dated copy of this SAR
from Xx. Xxxxxx and assuming that Xx. Xxxxxx does not revoke the SAR under Section 15, Calgon
Carbon agrees to:
| a. | pay the COBRA (short for Consolidated Omnibus Budget Reconciliation Act) payments on Xx. Xxxxxx’x behalf for continued medical and dental coverage, in each case for a period of eighteen (18) months after the Termination Date, without regard to the residence of Xx. Xxxxxx during such 18 months, so long as his primary residence is within the 48 contiguous United States. | ||
| b. | extend the time within which Xx. Xxxxxx may exercise his already issued and vested stock options for thirteen thousand fifty (13,050) shares of Calgon Carbon stock until the later of (i) three (3) months from the date of this Agreement and (ii) thirty days after the Company publicly announces its earnings results for the third quarter of 2009, but in either case not beyond the original expiration date of such stock options. Xx. Xxxxxx understands that such stock options as extended will be non-statutory and not incentive stock options. The stock options and exercise price of such stock options are set forth on “Appendix D.” | ||
| c. | on the eighth (8th) day after timely receipt of a fully signed and dated copy of this SAR from Xx. Xxxxxx, pay to Xx. Xxxxxx $4,140.30, less deductions and other withholdings required by law, representing five (5) days of accrued but unused 2009 vacation and $9,936.72, less deductions and other withholdings required by law, |
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| representing twelve (12) days of prorated 2010 vacation, all as accrued prior to the Termination Date. | |||
| d. | reimburse Xx. Xxxxxx for the reasonable costs of moving office furniture which is owned by him to a location within 50 miles of Pittsburgh, within fifteen (15) days of receipt from Xx. Xxxxxx of written evidence of such costs; provided, that such reimbursement must be made on or before March 14, 2010. | ||
| e. | within thirty (30) days after the date of this SAR, pay for life insurance coverage for Xx. Xxxxxx for a period of eighteen (18) months after the Termination Date. |
On the date that is one day after the six month anniversary of the Termination Date, Calgon
Carbon agrees to:
| x. | pay Xx. Xxxxxx $322,950.00, less deductions and other withholdings required by law, which is an amount equal to eighteen (18) months of pay at his base monthly rate as of the Termination Date. | ||
| y. | Pay Xx. Xxxxxx $118,250.00, less deductions and other withholdings required by law, which is an amount equal to one and one-half (1.5) of the average of the payments to him under the short term incentive plan for the years 2006, 2007 and 2008. |
Xx. Xxxxxx’x accrual of all other benefits and all other participation in Calgon Carbon’s
401(k) salary, pension, and all other benefit plans will terminate as of the Termination Date
except as otherwise stated in this SAR.
Xx. Xxxxxx understands and agrees that (i) except as provided herein he will not receive any
shares or other payments under any option agreement, restricted stock agreement or restricted
performance stock unit agreement and (ii) the options outlined
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in Section 4(b) are in full and
final settlement and release of all possible legal claims by
him, including without limitation claims under the Equity Agreements or related plans, and, in any
event, they exceed anything to which he is otherwise entitled to receive from Calgon Carbon except
under this SAR.
Until the fourth (4th) business day after the public announcement of third quarter
earnings by Calgon Carbon, Xx. Xxxxxx shall be subject to the xxxxxxx xxxxxxx policy of Calgon
Carbon. Among other things, this means Xx. Xxxxxx shall only sell shares of Calgon Carbon stock
(including the restricted stock and stock obtained from the restricted performance stock units and
the exercise of stock options received from Calgon Carbon) during any applicable Calgon Carbon
trading windows. After such fourth (4th) business day described above, Xx. Xxxxxx shall
no longer be considered an insider under such xxxxxxx xxxxxxx policy and shall be free to sell his
shares without being limited to a trading window, subject only to applicable law.
5. Xx. Xxxxxx understands and agrees that neither Calgon Carbon, nor any successor or
affiliate of Calgon Carbon, will be obligated in any way to provide him with future employment,
compensation, or benefits for any reason, except for 401(k) and other pension plan payments due
under the terms of such plans, payments and benefits specified in this SAR, and the right to
convert to individual insurance coverage or other benefits to the extent required by law. Xx.
Xxxxxx further agrees not to seek any such employment, re-employment compensation, or benefits.
6. By entering into this SAR, Calgon Carbon expressly denies any unlawful or unfair conduct.
| 7. | a. | Except as otherwise required by law, including any necessary administrative filings, neither Xx. Xxxxxx— meaning him or anybody acting on his behalf — nor Calgon Carbon — meaning any member of its senior management with actual knowledge of this SAR and who is acting on Calgon Carbon’s behalf — will engage, directly or indirectly, in any publicity or other action or activity to or with any person or entity that reflects adversely upon Xx. Xxxxxx or his work performance with Calgon Carbon or adversely |
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| affects or reflects upon Calgon Carbon, its board, officers, employees, agents, and business, including any successor or affiliate of Calgon Carbon. Xx. Xxxxxx understands and agrees that this includes, without limit, any conversation or activity that could or would xxxxxx conflict, negativism, low morale, or an anti-management posture among Calgon Carbon’s employees and/or the public, as well as any untruthful, defamatory, harassing or disparaging communications about Calgon Carbon, its board, officers, employees, agents, and business, including any successor or affiliate of Calgon Carbon. This would apply, for instance, to any modification to Calgon Carbon’s strategic plan or management structure. Xx. Xxxxxx and Calgon Carbon further agree that these obligations will continue, without termination or expiration, despite the termination or expiration of any other obligation in this SAR. | |||
| b. | Xx. Xxxxxx agrees to keep confidential any proprietary information and other knowledge acquired or otherwise learned from or on behalf of Calgon Carbon during his employment to the extent such information or knowledge has not been published, has not been disseminated, or is not otherwise a matter of general public knowledge. | ||
| c. | Except as otherwise required by law, Xx. Xxxxxx and Calgon Carbon agree to keep confidential and not disclose the terms of this SAR to any person, with the exception of attorneys or other individuals consulted by Xx. Xxxxxx and Calgon Carbon to understand the interpretation, application, or legal or financial effect of this SAR or to implement any portion of it, so long as, as a precondition of receipt of this SAR or any information contained in it, any such person pledges to strictly maintain such confidentiality. |
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| 8. | a. | Xx. Xxxxxx agrees to continue to fully comply with the covenants previously made by him under Stock Option Agreements with Calgon Carbon and in Sections 7, 8 and 9 of the Existing Employment Agreement. The applicable provisions of the Stock Option Agreements are attached and incorporated here as “Appendix A.” | |||
| b. | In addition, Calgon Carbon and Xx. Xxxxxx restate Section 17 of the Existing Employment Agreement as follows: |
[17] Indemnification and Insurance.
The Company shall defend and hold Employee harmless to the fullest extent permitted by
applicable law in connection with any claim, action, suit, investigation or proceeding arising out
of or relating to performance by Employee of services for, or action of Employee as a director,
officer or employee of the Company, or of any other person or enterprise at the request of the
Company. Expenses incurred by Employee in defending a claim, action, suit or investigation or
criminal proceeding shall be paid by the Company in advance of the final disposition thereof upon
the receipt by the Company of an undertaking by or on behalf of the Executive to repay said amount
unless it shall ultimately be determined that Employee is entitled to be indemnified hereunder.
The foregoing shall be in addition to any indemnification rights Employee may have by law,
contract, charter, by-law or otherwise. Employee shall be covered under any director and officer
liability insurance purchased or maintained by the Company on a basis no less favorable than the
Company makes available to peer executives. After the occurrence of a Change of Control, the
Company shall maintain in effect and shall provide to Employee director and officer liability
insurance coverage that is no less favorable to Employee than that coverage in effect immediately
prior to such Change of Control.
9. Xx. Xxxxxx agrees to immediately return any and all Calgon Carbon documents or other
materials — whether in “hard copy,” electronic or other form — including, without limit, all
strategic plans, budgets, pricing, and other financial and business information, customer lists and
all other customer information, files, software, policy manuals, office supplies, keys, name tags,
and all other Calgon Carbon property and equipment in his possession or under his control,
irrespective of whether such information is considered and kept confidential by and for Calgon
Carbon, except to the extent any of the same is needed by Xx. Xxxxxx to perform consulting services
to Calgon Carbon, in which case the same shall be returned at the conclusion of such consulting
services.
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10. Xx. Xxxxxx agrees to cooperate fully with Calgon Carbon in the defense of any claims made
by or against Calgon Carbon by, among other things, making himself periodically available to Calgon
Carbon and its representatives, at reasonable times and on reasonable notice, consistent with Xx.
Xxxxxx’x scheduled professional responsibilities, to discuss and provide assistance concerning such
claims
to the extent that they relate to services performed by him for Calgon Carbon or its clients,
information known by him, or any alleged act or omission by him. Beyond this, Xx. Xxxxxx will
remain fully supportive of Calgon Carbon in all matters, including litigation matters. Nothing in
this Section, however, will be interpreted to obligate Xx. Xxxxxx to violate the law or any legal
obligation. Xx. Xxxxxx further agrees to cooperate in authorizing and processing any documentation
needed by Calgon Carbon for any other business—related matter and by providing reasonable
consulting assistance to his successor at Calgon Carbon. Calgon Carbon will reimburse Xx. Xxxxxx
for his reasonable, out-of-pocket expenses associated with such cooperation, including reasonable
travel expenses. All reimbursement payments with respect to expenses incurred within a particular
year shall be made within fifteen (15) days of receipt from Xx. Xxxxxx of evidence of such
expenses, and in any event no later than the end of Xx. Xxxxxx’x taxable year following the taxable
year in which the expense was incurred. The amount of reimbursable expenses incurred in one
taxable year of Xx. Xxxxxx shall not affect the amount of reimbursable expenses in a different
taxable year and such reimbursement shall not be subject to liquidation of exchange for another
benefit.
11. Xx. Xxxxxx and Calgon Carbon understand and agree that the terms and conditions of this
SAR constitute the full and complete understandings, agreements, and promises of the parties, and
that there are no oral or written understandings, agreements, promises or inducements made or
offered with respect to the matters covered hereby other than those set forth in this SAR. Any
amendment to this SAR must be in writing and signed by Xx. Xxxxxx and Calgon Carbon to be
effective.
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12. In exchange for Calgon Carbon’s promises contained in this SAR, and other good and
sufficient consideration, and intending to be legally bound, Xx. Xxxxxx has executed the Release
attached and incorporated herein as “Appendix B-1.” If, contrary to this Release and SAR, a
lawsuit is filed by or on behalf of Xx. Xxxxxx, or Xx. Xxxxxx otherwise commits a material breach
of this SAR, Calgon Carbon will have the right, without affecting the continued validity and
enforceability of this SAR, and in addition to its other legal and equitable remedies, to
discontinue all further payments
and benefits due under this SAR and to seek damages and other redress at law for any and all
damages, costs and fees until full and final resolution of the alleged breach. Xx. Xxxxxx
understands and agrees that the consideration outlined in this SAR, including, without limit, the
options, benefits, and payments in Section 4 are provided by Calgon Carbon with the expectation of
and in reliance upon Xx. Xxxxxx’x full and final settlement of all possible legal claims, as well
as his pledge to fully comply with the terms of this SAR, specifically including the promises in
Sections 7, 8 and 9. Calgon Carbon has executed the Release attached and incorporated herein as
“Appendix B-2.”
13. Xx. Xxxxxx acknowledges receipt of Calgon Carbon’s letter outlining possible legal rights
under the federal Older Workers Benefit Protection Act (“OWBPA”) and urging him to consult with an
attorney, that he has had at least a twenty-one (21) day opportunity — an opportunity he is free
to use in whole or in part — to consider the terms of this SAR, and that he has agreed to and
signed this SAR voluntarily after such twenty-one (21) day opportunity. Attached as “Appendix C”
is a true and correct copy of that letter.
14. Xx. Xxxxxx and Calgon Carbon swear that they have read this SAR carefully, understand it
fully, and intend to be legally bound by its terms. Xx. Xxxxxx further swears that he has had a
full and fair opportunity to consult with an attorney to help him fully understand and appreciate
the interpretation, application, and full legal effect of this SAR and that he has agreed to and
signed this SAR voluntarily following good faith bargaining over its terms.
15. This SAR will become legally effective and enforceable on the eighth (8th) calendar day
following Xx. Xxxxxx’x timely execution of this SAR unless,
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during the intervening seven (7) days,
Xx. Xxxxxx has revoked his agreement to this SAR in writing and delivered such revocation to Calgon
Carbon.
16. Xx. Xxxxxx is solely responsible for all tax liabilities and other consequences beyond the
deductions made by Calgon Carbon from amounts payable under this SAR. Xx. Xxxxxx agrees that
Calgon Carbon has no such responsibility, and Xx. Xxxxxx will indemnify and hold Calgon Carbon
harmless from any such tax liabilities or other consequences, with no requirement to pay any
further sum to him for any reason, including, without limit, unanticipated tax liabilities or other
consequences.
17. This SAR will be governed by Pennsylvania law, except as preempted by federal law.
18. Xx. Xxxxxx and Calgon Carbon waive any right to a court (including jury) proceeding and
instead agree to submit any dispute over the application, interpretation, validity, or any other
aspect of the SAR to final and binding arbitration consistent with the application of the Federal
Arbitration Act and the employment or comparable procedural rules of the American Arbitration
Association (“AAA”) before an arbitrator who is a member of the National Academy of Arbitrators
(“NAA”) out of an NAA panel of eleven (11) arbitrators to be supplied by the AAA. Only true
neutrals will be eligible for consideration as arbitrators and under no circumstances will AAA
furnish the names of individuals who represent employees, unions, or employers.
19. If a court, arbitrator, or other authority determines that any term, condition, clause, or
other provision of this SAR is void or invalid, it, he, or she will have discretion to modify such
term, condition, clause, or other provision of this SAR to make it valid. Alternatively, if it,
he, or she declines to make such a modification and rules it invalid, the remaining portions of
this SAR will remain in full force and effect.
20. Nothing in this SAR will prevent or otherwise hinder Xx. Xxxxxx’x access to the Federal
Equal Employment Opportunity Commission. But the Release in Appendix B-1, as stated, will bar Xx.
Xxxxxx from any remedy.
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21. All notices required or permitted under this SAR will be in writing and considered
delivered when delivered in person or deposited in the United States mail, with postage prepaid and
addressed as follows:
| To: Xxxxxx X. Xxxxxx 000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
|||
| To: Xxxxxxx Xxxxx Director of Human Resources Calgon Carbon Corporation X.X. Xxx 000 Xxxxxxxxxx, XX 00000 |
These addresses may be changed by either party by written notice to the other party as stated.
[Remainder of page left blank intentionally]
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This SAR is signed on the dates set forth below to be effective as of the 14th day of
October, 2009.
| AGREED: | Dated: October 6, 2009 | |||
| /s/ Xxxxxx X. Xxxxxx | ||||
| Xxxxxx X. Xxxxxx | ||||
| For Myself, My Heirs, Personal Representative and Assigns |
||||
| CALGON CARBON CORPORATION | Dated: October 6, 2009 | |||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Xxxx X. Xxxxxx | ||||
| Title: | ||||
| Chairman & CEO | ||||
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APPENDIX A
ATTACHMENT
(This attachment is attached to and constitutes part of the Stock Option Agreement, and the
provisions hereof are binding on the Optionee.)
1. Confidential Information, etc.
(a) Optionee recognizes and acknowledges that: (i) in the course of Optionee’s employment by
the Company it will be necessary for Optionee to acquire information which could include, in whole
or in part, information concerning the Company’s sales, sales volume, sales methods, sales
proposals, customers and prospective customers, identity of customers and prospective customers,
identity of key purchasing personnel in the employ of customers and prospective customers, amount
or kind of customers’ purchases from the Company, the Company’s sources of supply, computer
programs, system documentation, special hardware, product hardware, related software development,
manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions or
other confidential or proprietary information belonging to the Company or relating to the Company’s
affairs (collectively referred to herein as the “Confidential Information”); (ii) the Confidential
Information is the property of the Company; (iii) the use, misappropriation or disclosure of the
Confidential Information would constitute a breach of trust and could cause irreparable injury to
the Company; and (iv) it is essential to the protection of the Company’s good will and to the
maintenance of the Company’s competitive position that the Confidential Information be kept secret
and that Optionee not disclose the Confidential Information to others or use the Confidential
Information to Optionee’s own advantage or the advantage of others.
(b) Optionee further recognizes and acknowledges that it is essential for the proper
protection of the business of the Company that Optionee be restrained (i) from soliciting of
inducing any Optionee of the Company or of any subsidiary of the Company (collectively, the
“Company”) to leave the employ of the Company, (ii) from hiring or attempting to hire any Optionee
of the Company, (iii) from soliciting the trade of or trading with the customers and suppliers of
the Company for any business purpose, and (iv) from competing against the Company for a reasonable
period.
(c) Optionee agrees to hold and safeguard the Confidential Information in trust for the
Company, its successors and assigns and agrees that he or she shall not, without the prior written
consent of the Company, disclose or make available to anyone for use outside the Company at any
time, either during his or her employment by the Company or subsequent to the termination of his or
her employment by the Company for any reason, including without limitation termination by the
Company in a termination for cause or otherwise, any of the Confidential Information, whether or
not developed by the Optionee, except as required in the performance of Optionee’s duties to the
Company.
(d) Upon the termination of Optionee’s employment by the Company or by Optionee for any
reason, including without limitation termination by the Company in a termination for cause or
otherwise, Optionee shall promptly deliver to the Company all
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originals and copies of correspondence, drawings, blueprints, financial and business records,
marketing and publicity materials, manuals, letters, notes, notebooks, reports, flow-charts,
programs, proposals and any documents concerning the Company’s customers or concerning products or
processes used by the Company and, without limiting the foregoing, shall promptly deliver to the
Company any and all other documents or materials containing or constituting Confidential
Information.
2. Non-Solicit; Non-compete
(a) Optionee agrees that during his or her employment by the Company he or she shall not,
directly or indirectly, solicit the trade of, or trade with, any customer, prospective customer or
supplier of the Company for any business purpose other than for the benefit of the Company.
Optionee further agrees that for a period of two years after termination of employment, Optionee
shall not, directly or indirectly, solicit the trade of, or trade with, any customers or suppliers,
or prospective customers or suppliers, of the Company, or solicit or induce, or attempt to solicit
or induce, any employee of the Company to leave the Company for any reason whatsoever or hire any
employee of the Company.
(b) Optionee covenants and agrees that during the period of Optionee’s employment hereunder
and for a period of two (2) years after termination of employment Optionee shall not, in any
Competitive Territory, engage, directly or indirectly, whether as principal or as agent, officer,
director, employee, consultant, shareholder or otherwise, alone or in association with any other
person, corporation or other entity, in any Competing Business. For purposes of this Agreement,
(i) the term “Competing Business” shall mean any person, corporation or other entity which sells or
attempts to sell any products or services which are the same as or similar to the products and
services sold by the Company at any time and from time to time during the last two years prior to
the termination of Optionee’s employment, and (ii) the term “Competitive Territory” shall mean the
United States of America, Great Britain, Belgium, Germany, Japan and any other nation in which, to
the knowledge of Optionee, the Company has made or considered making such sales, either itself or
through a subsidiary, affiliate or joint venture partner, during the last two years prior to the
termination of Optionee’s employment.
(c) Prior to accepting employment during the non-compete period referred to herein, Optionee
shall notify the Company in order to determine if the position the Optionee is seeking violates
this Agreement.
3. Injunctive and other relief.
(a) Optionee represents that his or her experience and capabilities are such that the
provisions of paragraphs 1 and 2 herein will not prevent him or her from earning his or her
livelihood, and acknowledges that it would cause the Company serious and irreparable injury and
cost if Optionee were to use his or her ability and knowledge in competition with the Company or to
otherwise breach the obligations contained in said paragraphs.
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(b) In the event of a breach by Optionee of the terms of this Agreement, the Company shall be
entitled, if it shall so elect, to institute legal proceedings to obtain damages for any such
breach, or to enforce the specific performance of this Agreement by Optionee and to enjoin Optionee
from any further violation of this Agreement and to exercise such remedies cumulatively or in
conjunction with all other rights and remedies provided by law. Optionee acknowledges, however,
that the remedies at law for any breach by him or her of the provisions of this Agreement may be
inadequate and that the Company shall be entitled to injunctive relief against him or her in the
event of any breach whether or not the Company may also be entitled to recover damages hereunder.
(c) It is the intention of the parties that the provisions of paragraphs 1 and 2 hereof shall
be enforceable to the fullest extent permissible under applicable law, but that the
unenforceability (or modification to conform to such law) of any provision or provisions hereof
shall not render unenforceable, or impair, the remainder thereof. If any provision of provisions
hereof shall be deemed invalid or unenforceable, either in whole or in part, this Agreement shall
be deemed amended to delete or modify, as necessary, the offending provision or provisions and to
alter the bounds thereof in order to render it valid and enforceable.
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APPENDIX B-1
RELEASE
I, Xxxxxx X. Xxxxxx, in exchange for the promises contained in the attached Separation Agreement,
unconditionally release Calgon Carbon Corporation, its subsidiaries and affiliates, their board
officers, directors, employees, shareholders, agents, successors and/or assigns (collectively
called “Company”), from any and all claims, issues, or causes of action, known or unknown, arising
out of my Company employment and cessation of that employment, including the federal Age
Discrimination in Employment Act, Retirement Income Security Act of 1974, Civil Rights Act of 1964,
Civil Rights Act of 1991, Rehabilitation Act of 1973, Americans with Disabilities Act, Family and
Medical Leave Act of 1993, Older Workers Benefit Protection Act, Equal Pay Act; the Pennsylvania
Human Relations Act; federal, state and local wrongful discharge laws; and any and all other
federal, state, and/or local employment and other legal claims, such as whistleblower claims and
claims for possible attorneys’ fees and costs. To the extent, however, that any entity or person
sues on my behalf concerning any possible claim, I agree that this Separation Agreement and Release
(“SAR”) has fully and finally satisfied any and all possible claims, and I agree to waive and
otherwise relinquish eligibility for any recovery beyond what I received in this SAR, even if I
participate or otherwise assist in such litigation.
I have read this Release.
I understand this Release.
I execute this Release voluntarily and without coercion.
I understand I have the right to consult with an attorney.
I intend to be legally bound by this Release.
| /s/ Xxxxxx X. Xxxxxx | ||||
| Signature | ||||
| Xxxxxx X. Xxxxxx | ||||
| Print Name | ||||
| SWORN TO and subscribed before me this 6th day of October, 2009. |
||||
| /s/ Xxxxx X. Xxxxxxx | ||||
| Notary Public | ||||
| My Commission Expires: (Seal) | ||||
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APPENDIX B-2
RELEASE
In exchange for the promises contained in the attached Separation Agreement, Calgon Carbon
Corporation (the “Company”) unconditionally releases Xxxxxx X. Xxxxxx from any and all known
claims, issues, or causes of action, arising out of his Company employment and cessation of that
employment; provided, however, that such release shall not be valid with respect to
and the Company shall retain any claim of the Company against Xx. Xxxxxx which is unknown to the
Company at the time this Release is executed.
| Calgon Carbon Corporation |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Chairman, President & CEO | ||||
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APPENDIX C
September 2, 2009
VIA HAND DELIVERY TO:
Xxxxxx X. Xxxxxx, Esq.
RE: Your Rights Under The Older Workers Benefit Protection Act/Age
Discrimination and Employment Act
Discrimination and Employment Act
Dear Xxxxxx:
Before you agree to resolve your separation from employment and execute a separation agreement
and release, we direct your attention to a federal law called the Older Workers Benefit Protection
Act (“OWBPA”), a law that amended the Federal Age Discrimination and Employment Act.
Among other rights, you have the right to consult with an attorney prior to executing any
agreement which resolves your separation from employment, including, without limitation, an
agreement in which you release all possible legal claims against Calgon Carbon Corporation and its
subsidiaries and affiliates.
Under OWBPA, for instance, you have 21 days after receipt of a proposed separation agreement
and release to decide whether to release your possible legal claims against Calgon Carbon
Corporation. Whether you use all or part of the 21 day opportunity is your choice and your choice
alone. In addition, under OWBPA, you have seven days following the execution of any such agreement
to revoke it so that it has no continuing or past legal effects. Only upon expiration of seven
days following your signing of any such agreement would the agreement become effective and
otherwise enforceable.
This letter does not contain all of the rights for which you may be eligible under OWBPA.
That is why Calgon Carbon Corporation and I strongly advise you to consult with an attorney. In
that way, you can understand your full legal rights under OWBPA and other laws, you can proceed
with a clearer understanding of your rights and responsibilities and Calgon Carbon Corporation’s
rights and responsibilities, and together we can reach a fair, equitable, binding resolution of
your cessation of your employment.
We look forward to hearing from you either directly or through your attorney.
| Yours very truly, Xxxx X. Xxxxxx Vice President of Human Resources |
||||
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APPENDIX D
STOCK OPTIONS
| Option | Vested | |||||||
| Option Grant Date: | Price | Options | ||||||
July 1, 2006 |
$ | 5.85 | 4,300 | |||||
March 31, 2007 |
$ | 8.37 | 6,100 | |||||
February 28, 2008 |
$ | 17.75 | 2,650 | |||||
| 13,050 | ||||||||
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