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Exhibit 10 (xiv)
January 31, 1997
SEPARATION AGREEMENT AND GENERAL RELEASE
This Agreement is made and entered into by and between Figgie International Inc.
(hereinafter "Company") and Xxxxx X. Xxxxx (hereinafter "Employee"). The
Company and Employee are from time to time referred to herein as the parties.
By this Agreement, the parties intend to and do hereby settle any and all
differences, disputes, grievances, claims, charges and complaints, whether
known or unknown, accrued or unaccrued, that Employee either has or arguably may
have against the Company which arise out of or in any manner relate to
Employee's employment with the Company and his separation therefrom.
In consideration of the mutual covenants, conditions and obligations set forth
herein, the parties agree as follows:
1. At-Will Employment
Employee acknowledges that he was at all times an at-will employee and
that his employment was at all times terminable by either Employee
or the Company at any time upon notice to the other and for any reason
not prohibited by law.
2. Separation from Employment
Except as provided herein and effective January 31, 1997, Employee will
cease to be an employee of the Company for all purposes whatsoever,
including the right to receive or accrue any further compensation or any
further pension, insurance, profit sharing, stock option, stock
purchase, or other fringe benefit rights or to bind the Company in any
way unless otherwise stated in this Agreement. Employee is vested
under the Retirement Income Plan II and the Stock Ownership Trust and
Plan. The parties agree that:
a. The Company shall respond to inquiries concerning the reason(s) for
Employee's separation from employment by stating that Employee's
position was eliminated as part of a corporate restructuring and
not due to any lack of performance on Employee's behalf.
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January 31, 1997
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b. The Company shall waive its right to repurchase the 14,675 shares
previously purchased by the Employee under the 1993 Restricted
Stock Purchase Plan for Employees (the "RSPP") upon the
termination of the RSPP on January 2, 1997.
c. The Company shall cause all remaining stock options granted to the
Employee pursuant to the Key Employees' Stock Option Plan to become
immediately exercisable in full and shall remain fully exercisable
until the date of expiration of the option (seven years from the
grant date).
d. On February 15, 1997, the Company shall pay to Employee one (1)
payment of four hundred twenty thousand dollars ($420,000) (less
applicable deductions) for severance, car allowance and
miscellaneous items. Unused 1997 vacation entitlement will be
included in the January 31, 1997 salary payment.
e. As further consideration and inducement for Employee's promises
and covenants contained in this Agreement, and without any
obligation to do so, the Company will pay to Employee the sum of
fifty-six thousand three hundred fifty dollars ($56,350) (less
applicable deductions) on February 15, 1997. Additionally,
and as further consideration and inducement for Employee's
promises and covenants contained in this Agreement, and without
any obligation to do so, the Company will pay to Employee the
sum of fifty-six thousand three hundred fifty dollars ($56,350)
(less applicable deductions) on or before April 30, 1997.
f. In lieu of outplacement, the Company will pay the Employee thirty
thousand dollars ($30,000) on February 15, 1997.
g. The Company will provide tax planning and/or consultation
assistance through its outside consultants.
h. The Company shall maintain Employee's split-life insurance and
health care benefits coverage on the same terms and at the same
cost to Employee as would be applicable to a similarly situated
full-time employee provided for a period of twenty-four (24)
calendar months following the date of termination, however, that in
the event Employee is eligible for life insurance equal or
greater than the current face amount ($700,000) and comparable
health care benefits (determined at the sole discretion of the
Company) from a subsequent employer during such twenty-four (24)
month period, the Company may immediately terminate its life
insurance and health care benefits coverage
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January 31, 1997
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of the Employee. Thereafter, Employee's health care coverages shall
terminate unless Employee exercises his rights under COBRA to extend
such coverages.
i. Employee acknowledges and agrees that should the Employee breach
any term or condition of this Agreement, the Company shall not be
obligated to make any further payments or provide any further
benefits hereunder to Employee.
j. All future benefits provided to Employee under the Senior
Executive Benefits Plan ("SEBP") shall remain in force in accordance
with the provisions of the SEBP. (Employee became 100% vested under
the provisions of the Significant Management Change clause of
Section II of the SEBP in 1994.)
k. The Company shall sell to Employee the vehicle currently used by
Employee for a purchase price of ten thousand dollars ($10,000), and
facsimile machine (#105150) for a purchase price of seventy-five
dollars ($75).
3. Acknowledgment of Payments
Except as provided herein, employee acknowledges that he has received full
payment of all monies due to him [e.g., salary, bonus, sick pay, and all
other items of direct and indirect employee compensation] that he earned
and to which he is entitled based upon his services to the Company as an
employee from the beginning of his employment to and including the date of
this Agreement, except that this paragraph shall not apply to any pension
or retirement benefits which might have vested on Employee's behalf before
the date of this Agreement.
4. Rights Under COBRA
Employee acknowledges that he has received notice of his rights under
COBRA to procure continued health insurance coverage following the
termination of his employment with the Company.
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January 31, 1997
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5. Covenant Not to Disclose and/or Utilize
Confidential or Proprietary Information
Employee acknowledges that, during the course of his employment with the
Company, he has obtained information that is confidential, proprietary and
sensitive to the Company. Employee represents and agrees that he shall
not utilize, whether for his benefit or the benefit of another, disclose
to any other person, firm or entity, whether directly or indirectly,
any trade secrets, financial information or other confidential proprietary
information that Employee obtained or to which Employee had access
during the course of his employment with the Company. Employee hereby
agrees not to make any statement or take any action, directly,
indirectly, that will disparage or discredit the Company, its Officers,
Directors, employees or any of its products, or in any way damage its
reputation or ability to do business or conduct its affairs.
6. Return of Property
Employee shall immediately return to the Company all keys, combinations,
credit cards, automobiles, files, memoranda, records,documents,and other
physical and personal property belonging to the Company, including all
copies thereof, if any such items have not already been returned, which
Employee received or obtained from the Company or its agents during the
course of his employment.
7. General Release
Employee hereby fully releases and forever discharges the Company, its
officers,directors, shareholders, agents, representatives, and employees,
from any and all claims, debts, liabilities, demands and obligations
(hereinafter collectively referred to as "claims," excluding benefits
which have accrued under qualified stock and retirement plans or COBRA)
of any kind, character and nature, which he has or arguably may have now
or in the future against the Company and any of the persons and entities
identified above, especially, but not limited to, those matters which
arise out of or in any way relate to Employee's employment with the Company
and Employee's separation therefrom. This release is intended to be
broadly construed to encompass all possible legal and equitable claims, and
is intended to include, but not be limited in any way to, claims for breach
of contract, wrongful discharge, breach of the implied covenant of good
faith and fair dealing, race, age, sex, national origin, handicap or other
form of discrimination under either the state or federal laws
prohibiting the same, including, but not
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January 31, 1997
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limited to the Age Discrimination in Employment Act of 1967, Title VII of
the Civil Rights Act of 1964, intentional or negligent infliction of
emotional distress, violation of ERISA, breach of fiduciary duty, fraud, or
any other tort. Employee warrants and represents that he understands and
acknowledges the significance and consequences of this release and waiver,
that he has been advised of his right to consult with an attorney for
information and advice concerning such release and waiver, and that such
release and waiver are freely and voluntarily given. Employee further
warrants and acknowledges that he has carefully read, understands and
agrees to each and every provision contained in this Agreement.
8. Successors
This Agreement shall be binding upon Employee and his heirs,
administrators, executors, attorneys, successors and assigns, and shall
inure to the benefit of the Company, its owners, officers, agents,
representatives and employees, and their successors and assigns.
9. No Admission of Liability
It is expressly understood and agreed that neither this Agreement as a
whole nor any of its provisions shall at any time be treated or construed
by either party, or by any other person, firm or entity, as an admission of
liability or wrongdoing in any manner whatsoever.
00.Xxxxxxxxxxxx
This Agreement shall be interpreted and construed in accordance with the
laws of the State of Ohio.
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11.Entire Agreement
This Agreement sets forth the entire agreement between the Company and
Employee, and supersedes the Management Agreement dated February 23, 1995
and the Retention Agreement dated March 20, 1996, any and all prior
agreements or understandings between the parties relating to the matters
contained herein. Any and all prior agreements or understandings that
are not embodied in this Agreement shall be of no force and effect.
Moreover, the terms of this Agreement may not be modified, except in
writing and signed by the party against whom the endorsement of any such
modification may be sought.
DATED: January 31, 1997
FIGGIE INTERNATIONAL INC.
/s/
Xxxxxxx X. Xxxxxxx
Director, Human Resources & Administration
DATED: January 31, 1997
EMPLOYEE
/s/
Xxxxx X. Xxxxx
