1
EXHIBIT 10(HH)
AGREEMENT
This Agreement ("Agreement") is between Source One Mortgage Services
Corporation (the "Company") and Xxxxxx X. Xxxxxxxx (the "Employee"). The
parties voluntarily agree as follows:
1. Employee hereby resigns from all his positions as a director,
board or other committee member or officer of the Company or any of its
affiliates effective on June 1, 1996 ("Termination Date"). In
consideration of Employee's resignation, and in consideration of the
promises and representations made in Paragraphs 2 through 7 below, the
Company agrees to make supplemental payments (subject to applicable taxes
and withholding) to Employee and his spouse, if she survives him, equal to
the excess of (i) the benefit that would have been payable to him and his
spouse, if she survives him, under the Source One Mortgage Services
Corporation Retirement Plan ("Retirement Plan") and the related Source One
Mortgage Services Corporation Supplemental Retirement Plan ("Supplemental
Plan") commencing on the Termination Date had he attained age 58 on the
Termination Date, had he been credited with benefit service until he
attained age 58 (instead of his actual benefit service) and had he elected
to have his benefits commence on the Termination Date over (ii) the amounts
actually payable from the Retirement Plan and Supplemental Plan beginning
as of the Termination Date. Payment of such benefits beyond the Employee's
55th birthday is contingent upon the Employee electing under Article IV,
Section 4(a), of the Retirement Plan, within 90 days before he attains age
55 (if he is then living) to commence to receive his monthly benefit under
the Retirement Plan on the first day of the month following his 55th
birthday. Such benefits shall be paid in the same manner and form as
benefits under the Retirement Plan are paid. Such benefits shall be paid
from the general funds of the Company. Execution of this Agreement by
Employee represents acknowledgment that the additional benefit described in
this paragraph 1 represents valuable consideration and not benefits or
compensation otherwise owed Employee by the Company.
2. By execution of this Agreement and in consideration of the
additional benefit described in Paragraph 1, Employee agrees as follows:
2
a. Employee's resignation will be effective on the
Termination Date. Employee acknowledges that
effective as of such date, any right or
authority on Employee's part to act as an agent
or employee of the Company, in any manner
whatsoever,shall be terminated.
b. Employee agrees to release and discharge the
Company, Fund American Enterprises Holdings,
Inc. and any related company, and their
respective agents, employees directors and
officers ("Fund American Group") from
any and all actions, causes of action, claims,
awards, damages, demands or suits, at law or in
equity, or liabilities of any kind or nature
whatsoever, which Employee now has or hereafter
may have against the Fund American Group at any
time in the past and at any time through the
Termination Date, excepting, however, any
amounts payable to the Employee under paragraph
1 above and any amounts payable or benefits
provided as described in the letter dated June
5, 1996 to you from Xxxx X. Xxxxx on behalf of
the Company. This release and discharge is
specifically understood to apply to, but is not
limited to, claims of wrongful discharge,
claims of discriminatory treatment based upon
any one or combination of the factors of sex,
race, religion, sexual orientation, handicap,
national origin and any and all other claims
arising under federal, state or local law,
whether such claims arise due to common law
(whether arising in tort or contract) or by
constitution, statute or ordinance. This
release and discharge also includes a waiver of
any rights or claims which Employee may have
under the Age Discrimination in Employment Act,
as amended, arising on or prior to the date of
execution of this Agreement but does not
include any such rights or claims arising after
the date of this Agreement.
c. Employee agrees that he will hold in a
fiduciary capacity for the benefit of the
Fund American Group all Confidential
Information as defined below and shall
3
not communicate or divulge any Confidential
Information to, or use any Confidential
Information for the benefit of, any person
(including the Employee) or entity other
than an entity in the Fund American Group.
"Confidential Information" shall mean
(i) information, not generally known, about the
Fund American Group's clients, processes,
services and products, whether written or not,
including information relating to research,
accounting, marketing, merchandising, selling
and the identity of current and prospective
customers and other client information and (ii)
any confidential information entrusted to the
Fund American Group by a client or customer
thereof which to the Fund American Group is
obligated to keep confidential. Employee
agrees that he will return to the Company as
soon as practicable after the Termination Date
any documents or other written, recorded or
graphic matter containing, relating or
referring to any Confidential Information (and
all copies thereof) in Employee's possession or
control.
d. Employee agrees that he will not make any
statement to any third party disparaging or
criticizing, or otherwise take action to cast
aspersions on, the management, business,
affairs or property of any of the Fund American
Group.
3. Employee acknowledges that he is entering into this Agreement
voluntarily and of his own free will. Employee also agrees that this
Agreement contains the parties' complete understanding and that there are
no other agreements, oral or written, pertaining to the subject matter of
this Agreement.
4. The parties hereto agree that this Agreement shall be governed by
and construed in accordance with the laws of the State of Michigan. The
parties further agree that should any part or provision of this Agreement
be held unenforceable or in conflict with controlling law, the validity of
the remaining parts and provisions shall be unaffected.
4
5. The parties expressly agree that this Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, successors and assigns.
6. Employee agrees that the terms of this Agreement shall be kept
confidential and shall not be divulged by Employee to anyone including but
not limited to any current or future employee of the Company.
7. Employee acknowledges that he was provided a copy of this
Agreement on June 5, 1996 and that he has until June 26, 1996, to sign and
return it to the Company. Employee shall have seven days from the date
this Agreement is executed by the Employee to revoke this Agreement. It is
agreed that this Agreement shall become effective and enforceable at end of
the seven-day revocation period unless the Employee exercises his right to
revoke this Agreement within such period. Employee is advised to consult
with an attorney prior to executing this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year written below.
SOURCE ONE MORTGAGE SERVICES
CORPORATION
________________________ By:______________________
XXXXXX X. XXXXXXXX Xxxx X. Xxxxxx
________________________ ______________________
(Date) (Date)
