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Exhibit 10.22
January 4, 1999
Xx. Xxxxxx X. Xxxxxx
CUNO Incorporated
000 Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Re: Agreement and General Release
Dear Xxx:
This Agreement and General Release (the "Release") is made and entered
into by and between Xxxxxx X. Xxxxxx ("Executive") and CUNO Incorporated (the
"Company") as of January 4, 1999.
WHEREAS, the Executive and the Company desire to avoid litigation and
controversy and fully resolve and compromise any and all claims, charges,
actions, causes of action and disputed issues of law and fact that Executive
has, had, or may have against the Company, as of the date of this Release;
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and agreements set forth below, we agree as follows:
1. Separation Date. The Company accepts your resignation terminating
your employment with the Company effective January 4, 1999 (the "Separation
Date").
2. Payment of Earned Wages and Vacation Pay. No later than the next
regularly scheduled payday on or after the Separation Date, the Company will pay
you all wages earned through the Separation Date as well as for all unused
vacation days that accrued as of that date.
3. Consideration from the Company. In consideration for your releases
and covenants set forth in this Release, the Company agrees that upon the
expiration of the revocation period described in Paragraph 18 below and with no
revocation on your part of this Release, the Company will provide you with the
following, which you acknowledge is more than you would receive if you chose not
to sign this Release:
x. Xxxxxxxxx pay at your current regular rate of pay, paid at
regular payroll intervals and subject to normal tax withholding
through January 4, 2000; provided, however, that you will not
earn or accrue any bonus, vacation pay, sick pay, pension or
retirement credit, or any other benefits during the period in
which you are receiving severance pay;
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b. Pursuant to the terms of Consolidated Omnibus Budget
Reconciliation Act (COBRA), you are eligible for and may elect
to continue health care coverage under the Company's group
health plan, payments for such health care coverage to be
provided at the Company's expense until January 4, 2000, and
thereafter at your expense;
c. Outplacement assistance with an acceptable executive
outplacement firm for twelve (12) months after the Separation
Date, or until you obtain other employment deemed comparable by
the Company, whichever occurs first, with the total cost to the
Company not to exceed $25,000.
d. 4,000 of your restricted shares of CUNO common stock will be
held by the Company until their vesting on July 8, 2001, at
which time, so long as you have not breached any term of this
Release, such shares will be distributed to you; the remaining
3,146 of your restricted shares of CUNO common stock will be
forfeited.
e. Your 10,000 Performance Shares granted on September 26, 1996,
shall be prorated based upon the financial performance of the
Company as of October 31, 1998, (two of the three-year
performance cycle), and the prorated earned Performance Shares
shall be held by the Company until a distribution is made to the
other 1996 grant participants who did not terminate prior to the
end of the three-year-performance period, with such Performance
Shares distributed to you so long as you are not in breach of
any term of this Release.
f. Your 6,500 vested Non-Qualified Stock Options, awarded under the
CUNO Incorporated 1996 Stock Incentive Plan, in which you were a
participant, shall remain exercisable pursuant to the terms of
the Plan until April 4, 1999, at which time any options not
exercised shall be forfeited irrevocably by you.
g. Car allowance payments of $980 per month, continuing until
January 4, 2000.
h. Reimbursement for reasonable expenses incurred for your
relocation, if necessary, from Southington, Connecticut to the
locale of your subsequent employment, up to a maximum of
eighteen thousand dollars ($18,000). Such relocation expenses
shall be limited to those normally incurred in moving household
belongings and possessions and will include real estate losses
and transaction costs, as well as real estate broker
commissions. The Company's obligation with respect to relocation
expenses will be limited to the difference between the amount
your subsequent employer agrees to reimburse and your actual out
of pocket costs, up to a maximum
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of $18,000. However, the Company agrees to pay you one-half
(1/2) of any unused portion of the $18,000 amount after
relocation. If your subsequent employment does not require you
to relocate, this provision is void.
i. For one (1) year following the Separation Date, Company will
continue to pay its portion of the premium to maintain your GRIP
life insurance at the current rate, and you will continue to be
responsible for your portion.
4. Return of Company Property. You agree to return to the Company, no
later than the Separation Date, all property of the Company that is in your
possession including, without limitation, all keys, computer hardware,
materials, papers, books, files, documents, records, policies, client and
customer information and lists, marketing information, data base information and
lists, mailing lists, notes, computer software and programs, data, and any other
property or information that you may have relating to the Company and its
customers, clients, employees, policies, or practices (whether those materials
are in paper or computer-stored form). You agree not to retain any such property
or information in any form, and not to give copies of such property or
information or disclose their contents to any other person.
5. Potential Change of Control. Executive acknowledges that: (a) he is
aware that, from time to time, the Company has been engaged in discussions with
third parties regarding a possible acquisition of the Company; (b) these
discussions are continuing; and (c) he is aware under his Termination and Change
of Control Agreement dated October 1, 1996 (the "Termination Agreement"), he is
entitled to certain benefits upon a change of control of the Company. Executive
acknowledges that the Company has made no representations in this Release,
orally, or otherwise, about whether or not a change of control will take place.
Executive has determined through his own evaluation (and upon any advice of
Executive's counsel) that the consummation of the release is in his best
interests though discussions have taken place regarding the acquisition of the
Company. Executive is not relying on the presence or absence of any information
regarding a potential change of control of the Company in making his decision
and acknowledges and represents that any further information or disclosure is
immaterial in evaluating and agreeing to the benefits, terms, and conditions of
this Release.
6. Released Parties. "Released Parties," as used in this Release, shall
mean the Company and all of its past and present officers, directors,
shareholders, agents, employees, partners, officials, divisions, subsidiaries,
parents, successors, affiliates, employee benefit plans (and their sponsors,
fiduciaries and administrators), insurers, and attorneys.
7. Release by Executive. In consideration for the promises and payments
described in Paragraph 3 above, you, on behalf of yourself and your agents,
representatives, attorneys, assigns, heirs, executors, and administrators, fully
releases each of the Released Parties from any and all liability, claims,
demands, actions, causes of action, suits, grievances, debts, sums of money,
agreements, promises, damages, back and front pay, costs, expenses, attorneys'
fees, and remedies of any type, regarding any act or failure to act that
occurred up to and including the date on which you sign this Release, including
but not limited to any claims directly or indirectly
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relating to your employment or separation of employment from the Company, and
including but not limited to all claims, actions or liability under: (1) Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil
Rights Act of 1866 (42 U.S.C. Section 1981), the Age Discrimination in
Employment Act, the Americans With Disabilities Act, the Fair Labor Standards
Act, the Equal Pay Act, the National Labor Relations Act, the Employee
Retirement Income Security Act, the Family and Medical Leave Act, the
Connecticut Human Rights and Opportunities Act, and Connecticut General Statutes
Section 31-290a; (2) any other federal, state or local statute, ordinance,
regulation, or constitutional provision regarding employment, payment of wages,
compensation, employee benefits, termination of employment, or discrimination in
employment; and (3) the common law of the United States or any state relating to
contracts, wrongful discharge, opportunistic discharge, fraud, defamation, or
any other matter; provided, however, that you are not releasing your rights, if
any, to any vested benefits you may have under any employee benefit program or
plan of the Company.
8. Covenant Not To Xxx. Except for an action arising out of a breach
of this Release, you agree, on behalf of yourself and your agents,
representatives, attorneys, assigns, heirs, executors, and administrators, never
to bring (or cause to be brought) any claim, action or proceeding against any of
the Released Parties regarding any act or failure to act that occurred up to and
including the date on which you sign this Release, including but not limited to
any claim, action or proceeding directly or indirectly relating to your
employment or separation of employment from the Company. If any such claim has
been brought before you sign this Release, you must and will take all steps
necessary to cause that claim to be withdrawn and dismissed with prejudice. If
any such action is brought after you sign this Release, you will immediately
become ineligible for any further consideration from the Company under this
Release and must return to the Company all consideration that you have already
received from the Company under this Release.
9. The Company's Response to Requests for Information About You. In
response to any written inquiries from third parties, including but not limited
to, your prospective employers regarding your employment or separation of
employment with the Company, the Company will provide, in writing, only the
dates of your employment, positions held with the Company and a mutually
agreeable positive reference that will include an agreed upon reason for your
leaving the Company.
10. No Attempt at Reemployment. You agree not to apply for employment
or otherwise seek to be hired, rehired, employed, reemployed, or reinstated by
the Company or any of its affiliated companies or corporations.
11. Non-admission. This Release does not constitute an admission by any
of the Released Parties, and the Company specifically denies that any action of
the Released Parties taken or has failed to take with respect to you was
wrongful, unlawful, in violation of any local, state, or federal act, statute,
or constitution, or susceptible of inflicting any damages or injury to you.
12. Release Inadmissible as Evidence. This Release, its execution, and
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implementation may not be used as evidence, and shall not be admissible, in a
subsequent proceeding of any kind, except one which either party institutes
alleging a breach of this Release.
13. Confidentiality. Except as may be specifically required by law, you
will not (without the prior written consent of the President of the Company)
directly or indirectly disclose, publish, indicate, or in any manner communicate
the terms and provisions of this Release to any other person or entity except to
your accountant and/or financial advisor to the limited extent necessary to
prepare your tax returns, your attorney, or your spouse. Prior to any such
authorized disclosure, you will, in writing, inform each such person to whom
disclosure is to be made that the terms of this Release are confidential and
secure the written agreement of each such person to maintain the confidentiality
of the terms of this Release. If you are specifically required by law to
disclose any of the terms or provisions of this Release, you will, before making
any such disclosure, provide prompt written notice to the President of the
Company in which you shall describe the reason for, and the scope, nature, and
timing of, any such legally required disclosure.
14. Entire Release. This Release contains the entire release and
understanding between the parties concerning the matters described herein. It
supersedes all prior agreements, discussions, oral or otherwise, negotiations,
understandings, and proposals of the parties. The terms of this Release cannot
be changed except in a subsequent document signed by the Executive and an
authorized representative of the Company. The parties specifically acknowledge
that Executive's Termination and Change of Control Agreement, dated as of
October 1, 1996, by and between the Company and Executive (the "Termination
Agreement") shall terminate and have no continuing legal effect except for
Section 11 of such agreement relating to "Non-Competition and Non-Disclosure;
Executive Cooperation." The parties incorporate herein as part of this Release
the terms, provisions and conditions set forth under Section 11 of the
Termination Agreement, a copy of such section is attached hereto as Appendix A.
15. Costs and Attorney's Fees. If either party to this Release
institutes a legal action to enforce its rights under any provision of this
Release, the non-prevailing party in such action shall be liable to the
prevailing party for the costs and reasonable attorneys' fees incurred by the
prevailing party in connection with the action.
16. Severability. The provisions of this Release shall be severable,
and the invalidity of any provision shall not affect the validity of the other
provisions; provided, however, that if you bring a lawsuit, claim, charge, or
complaint against any of the Released Parties, and a court of competent
jurisdiction finds that a release or waiver of claims or rights by you in
Paragraph 7 above, or a covenant by you in Paragraph 8 above, is illegal, void
or unenforceable, you agree, at the Company's option, either to execute promptly
a release, waiver and/or covenant that is legal and enforceable or to return
promptly to the Company the full value of the consideration provided to you
under Paragraph 3 above.
17. Applicable Law and Venue. This Release shall be construed and
enforced in accordance with, and all questions concerning the construction,
validity, interpretation and
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performance of this Release shall be governed by, the laws of the State of
Connecticut without giving effect to that state's principles regarding conflict
of laws.
18. Revocation Period. You have the right to revoke this Release during
a period of seven days after you sign it. In order to revoke this Release, you
must sign and send a written notice of the decision to revoke this Release,
addressed to Xxxx Xxxxxx, CUNO Incorporated, 000 Xxxxxxxx Xxxxxxx, Xxxxxxx, XX
00000, and that written notice must be received by the Company no later than
seven days after you signed this Release. If you exercise your right to revoke
this Release, you will not be entitled to any of the money, benefits, and other
consideration from the Company described in Paragraph 3 of this Release, and
must immediately repay to the Company any money, benefits, and other
consideration that you have already received from the Company under that
paragraph.
19. Knowing and Voluntary Waiver. You acknowledge that:
a. You have carefully read this Release and fully understand its
meaning;
b. You had 21 days to review this Release before signing it;
c. You are hereby advised in writing by the Company to consult with
an attorney before deciding whether to sign this Release;
d. You were not coerced into signing this Release;
e. You agree to all the terms of this Release and are entering into
it knowingly, voluntarily, and with full knowledge of its significance; and
f. The only consideration you are receiving for signing this
Release is described herein, and no other promises or representations of any
kind have been made by any person or entity to cause you to sign this Release.
20. Counterparts. This Release may be executed in counterparts and will
be as fully binding as if signed in one entire document.
CUNO INCORPORATED EXECUTIVE
By: /s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Counsel & Secretary
Date: January 4, 1999 Date: January 13, 1999
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