RELEASE AND SETTLEMENT AGREEMENT
THIS RELEASE AND SETTLEMENT AGREEMENT is entered into by and between XXXXXX
X. XXXXXX ("Xxxxxx") and ARM FINANCIAL GROUP, INC. ("Company").
WITNESSETH:
WHEREAS, Xxxxxx resigned his employment with the Company on February 13,
1998;
WHEREAS, Xxxxxx and the Company wish to clarify and memorialize certain
agreements made between them in regard to Xxxxxx' employment and his
resignation;
NOW, THEREFORE, in consideration of the foregoing premises and the terms
stated herein, it is mutually agreed between the parties as follows;
1. Xxxxxx and the Company agree that Xxxxxx shall receive from the
Company the following:
(a) SEVERANCE PAY. Xxxxxx is eligible to receive his regular base pay
for a period of six (6) months ("Severance Period"), payable in
accordance with the Company's prevailing payroll practices;
(b) BONUS. Xxxxxx will receive his 1997 bonus in the amount of One
Hundred Fifty Seven Thousand Five Hundred Dollars ($157,500)
based on the 1997 fiscal year;
(c) HEALTH COVERAGE. Xxxxxx is eligible to continue his health
coverage during his Severance Period at the same rates charged to
active employees. Xxxxxx has the option to continue his health
insurance coverage at his expense after the Severance Period as
set forth under COBRA.
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The Company will withhold from any payments made pursuant to this provision
of the Agreement any taxes required by law to be withheld.
2. For good and valuable consideration, the parties, in consideration of
the receipt of Xxxxxx' xxxxxxxxx pay, benefits and 1997 bonus, Xxxxxx agrees to
waive and relinquish any other benefits and compensation arising out of or in
connection with his employment or the termination thereof, whether or not
accrued or contingent. The parties release each other, their affiliates and
their respective officers, directors and employees from any claim or lawsuit
whatsoever, whether known or unknown, arising out of or in connection with
Xxxxxx' employment by the Company or the circumstances of Xxxxxx' resignation,
including but not limited to any claim based on Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act of 1967, as amended by the
Older workers Benefit Protection Act, the Kentucky Civil Rights Act, or any
claims based on express or implied contract or tort, public policy, or the
common law, or any other federal, state or local laws.
3. Xxxxxx and the Company mutually agree that this Agreement is not be
taken as an admission of liability on the part of either the Company or Xxxxxx.
4. Xxxxxx and the Company mutually agree not to disparage one another.
5. Xxxxxx agrees to keep strictly confidential and not to use for his
personal benefit or disclose to any others any confidential business, customer
lists, financial information or trade secrets of the Company for so long as such
confidential business, customer lists, financial information or trade secrets
remain confidential and protectable information of the Company under applicable
law.
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6. Xxxxxx and the Company agree to keep the terms and existence of this
Agreement confidential, except where necessary for processing payroll and
benefits information and as required for calculating taxes or as otherwise
required by law.
7. This Agreement constitutes the entire agreement between Xxxxxx and the
Company, supersedes any and all prior agreements between the parties (including
the letter to Xxxxxx on December 5, 1995 and the Agreement between Xxxxxx and
the Company dated December 4, 1997), and may not be amended, modified or
supplemented in any way except by subsequent written agreement signed by both
parties.
8. The parties acknowledges that they have read and fully understand all
the provisions of this Agreement, that they are entering into this Agreement
freely and voluntarily and that the health benefits and 1997 bonus are in
consideration of his agreement to waive all possible claims against the Company
(including its affiliates and their respective employees).
9. Xxxxxx acknowledges that he has been advised to consult an attorney
prior to executing this Agreement and that he was given a 21 day period to
consider whether or not to enter into this Agreement.
10. The Company agrees that for a period of seven (7) days following the
execution of this Agreement, Xxxxxx may revoke this Agreement personally or
through his attorney by written notice to the Company via certified mail, return
receipt requested and must be accompanied by the return of all payments received
by Xxxxxx in connection with this Agreement. Upon the expiration of the seven
(7) day period, Xxxxxx agrees that this Agreement becomes irrevocable.
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WITNESS the signatures of the parties this 2nd day of April, 1998.
ARM FINANCIAL GROUP, INC. /S/ XXXXXX X. XXXXXX
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By: /s/ [ILLEGIBLE] XXXXXX X. XXXXXX
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Its: E.V.P GENERAL COUNSEL & SECRETARY
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