EXHIBIT 10.1
SEPARATION AGREEMENT
This Separation Agreement (this "Agreement") by and between Snap-on
Incorporated, a Delaware corporation (the "Company"), and Xxxx X. Xxxxxxx (the
"Executive"), is entered into effective as of November [13], 2004 (the
"Execution Date").
WHEREAS, the Executive has been employed by the Company as its Chief
Executive Officer and President and has served as Chairman ("Chairman") of the
Company's Board of Directors (the "Board"); and
WHEREAS, the Executive and the Company are parties to an Employment
Agreement entered into as of April 27, 2001 (the "Employment Agreement"); and
WHEREAS, the Executive and the Company have agreed that, as of the
Execution Date, Executive shall cease to be employed by the Company and shall
cease to serve as Chairman and as a member of the Board, and they wish to set
forth their mutual agreement as to the terms and conditions thereof;
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. Separation. Effective as of the Execution Date, the Executive shall
cease to be employed by the Company and shall resign from his position as and
cease to be Chairman and a member of the Board, and shall resign from and cease
to hold all other positions the Executive held as of the Execution Date as an
officer or member of the board of directors of any of the Company's subsidiaries
or affiliates (the Company and all of its subsidiaries and affiliates are
hereinafter referred to as the "Affiliated Entities"). The Executive hereby
agrees to execute any and all documentation in connection with the foregoing
upon request by the Company, but he shall be treated for all purposes as having
ceased to be so employed and as having so resigned effective as of the Execution
Date, regardless of when or whether he executes any such documentation.
2. Employment Agreement. Effective as of the Execution Date, the Employment
Agreement shall terminate and shall thereafter be of no force and effect except
that Sections 8, 9, 10, and 1l(b) of the Employment Agreement (which are
incorporated herein by reference) shall survive such termination and shall
remain in full force and effect in accordance with their terms, it being
understood that the Restricted Period (as defined in the Employment Agreement)
applicable to the provisions of Section 8(b) of the Employment Agreement shall
be one year following the Execution Date. Other than as expressly set forth in
or contemplated by this Agreement and other than vested benefits accrued under
employee benefit plans of the Company, the Executive shall not be entitled to
receive any benefits, payment or other compensation from the Company or any of
the Affiliated Entities in connection with his cessation of employment or his
ceasing to serve as Chairman and as a member of the Board, including, without
limitation, severance and benefits under the Employment Agreement or the
Restated Senior Officer Agreement between the Company and the Executive.
3. Separation Benefits: Mutual Release.
(a) Subject to the provisions of Section 8 of the Employment Agreement, and
subject to Section 3(b) below, the Executive shall be entitled to receive from
the Company the payments and benefits set forth in Section 5(a) of Employment
Agreement.
(b) If the Executive executes a Release, substantially in the form set
forth in Appendix A hereto (the "Release"), and does not revoke the Release
within the time provided therein for such revocation, then in consideration for
the Release (i) the Company shall pay to the Executive, promptly following the
end of the revocation period contemplated by the Release and in full
satisfaction of the Company's obligations under Section 5(a)(ii) of the
Employment Agreement, a lump sum cash payment equal to the amount determined
pursuant to Section 5 (a)(ii) of the Employment Agreement, less the amount of
any installment payments previously made to Executive pursuant to such Section
and (ii) the Company shall also execute the Release.
4. Nondisparagement.
(a) The Executive shall not make, participate in the making of, or
encourage any other person to make, any statements, written or oral, which
criticize or disparage the goodwill or reputation of any of the Affiliated
Entities or any of their respective past or present directors, officers,
executives or employees.
(b) The Company shall instruct its directors and officers and the directors
and officers of its Affiliated Entities not to make, participate in the making
of, or encourage any other person to make any statements which criticize or
disparage the Executive's integrity or moral character.
(c) Notwithstanding the foregoing, nothing in this Section 4 shall prohibit
any person from making truthful statements when required by order of a court or
other body having jurisdiction, or as otherwise may be required by law or legal
process.
5. Tax Withholding. Notwithstanding any other provision of this Agreement,
the Company may withhold from any amounts payable under this Agreement, or any
other benefits received pursuant hereto, any amounts required or authorized to
be withheld under any applicable law or regulation including any Federal, state
and/or local taxes.
6. Counterparts. This Agreement may be executed in one or more
counterparts, including by facsimile, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument.
7. Entire Agreement. This Agreement represents the entire agreement between
the parties with respect to the subject hereof and supersedes all prior
discussions, representations, arrangements and agreements with respect to the
subject matter hereof.
8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Wisconsin, without reference to
principles of conflict of laws.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date first set forth above.
Snap-on Incorporated
By: /s/Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Chairman, Organization & Executive
Compensation Committee
/s/ Xxxx X. Xxxxxxx
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