Exhibit 10.1
AGREEMENT AND GENERAL RELEASE
-----------------------------
This Agreement and General Release ("Agreement") is made and entered
into by and between Xxxx X. Xxxxxxxxxx and General Maritime Management LLC.
DEFINITIONS
-----------
As used throughout this Agreement:
1. "Ramistella" refers to Xxxx X. Xxxxxxxxxx, his heirs,
executors, administrators, agents, successors, assigns and dependents.
2. "General Maritime" refers to General Maritime Management LLC,
its past and present parents, subsidiaries, affiliates and related entities, and
each of their respective past and present officers, directors, agents,
employees, successors and assigns.
3. Hereinafter Ramistella and General Maritime may be referred to
as the "Parties".
RECITALS
--------
WHEREAS, Ramistella had been employed by General Maritime;
WHEREAS, that employment will continue through December 31, 2005;
WHEREAS, the Parties hereto desire to settle any disputes arising
out of that employment relationship;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and intending to be and being legally bound
hereby, the Parties agree as follows:
AGREEMENT
---------
1. Ramistella's employment with General Maritime will cease on December
31, 2005.
2. Ramistella represents that he does not have any claim, action, or
proceeding pending against General Maritime and that he will not bring any
future claim, action or proceeding against General Maritime arising out of or in
connection with employment of Ramistella by General Maritime or the cessation of
that employment.
3. Except as necessary to enforce the terms of this Agreement, and in
exchange for and in consideration of the promises, covenants and agreements set
forth herein, Ramistella hereby releases General Maritime, as defined above,
from any and all manner of claims, demands, causes of action, obligations,
damages, or liabilities whatsoever of every kind and nature, at law or in
equity, known or unknown, and whether or not discoverable, which Ramistella has
or may have for any period prior to the date of the execution of this Agreement,
including, but not limited to, any claim of wrongful discharge, defamation,
fraud, misrepresentation, breach of contract, any claim for additional
compensation, unpaid wages, unreimbursed expenses, severance pay, bonuses, stock
options, deferred compensation, incentive plans, sick leave, holiday pay,
vacation pay or other paid time off, medical, dental, life or disability
insurance coverage, or any other fringe benefit, or any claims of discrimination
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act of 1967, the Americans With Disabilities Act of 1990, and all
other federal, state and local laws, including but not limited to claims
arising, inter alia, under the Civil Rights Act of 1991, the Occupational Safety
and Health Act ("OSHA"), the Employee Retirement Income Security Act of 1974,
the Family and Medical Leave Act, the New York State Labor Law, the New York
State Human Rights Law, New York City Human Rights Law, and the New York State
Executive Law.
2
4. In full and complete consideration for Ramistella's promises,
covenants and agreements set forth herein, and receipt by General Maritime of
this Agreement properly executed by Ramistella, General Maritime will (a)
continue to provide Ramistella's with health insurance benefits through December
31, 2005, and (b) if Ramistella elects to maintain his health insurance benefit
pursuant to COBRA on a timely basis and so advises General Maritime in writing,
General Maritime will make COBRA payments on his behalf for the period January
1, 2006 through December 31, 2006. Ramistella acknowledges that the provision of
health insurance benefits and/or General Maritime's payment of COBRA payments
may create tax obligations for Ramistella, and Ramistella agrees that he is
responsible for satisfying such obligations. Ramistella must notify General
Maritime if he obtains employment prior to December 31, 2006 and becomes
eligible for the new employer's health insurance, at which time General
Maritime's obligations to provide health insurance or make COBRA payments shall
cease. Additionally, after December 31, 2005 and on or before January 6, 2006,
General Maritime will deliver to Ramistella, a lump sum payment in the amount of
Two Hundred Thousand Dollars ($200,000.00) (less any amounts described below),
unless Ramistella commits any material breach of this Agreement. The lump sum
payment will be made by one check made payable to "Xxxx X. Xxxxxxxxxx", 00
Xxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, which will be treated for this purpose
as "wages" and will be reduced by all applicable income and payroll tax
withholdings to which wages are subject. The Company will consider waiving the
requirement that Ramistella repay the amount (the "Dividend Amount") of any
dividends paid to Ramistella in respect of restricted stock grants which have
not vested at the time of Ramistella's termination of employment. If it
determines that such a waiver is not possible or not in the Company's interest,
it will instead give Ramistella an additional payment, to be paid no later than
January 6, 2006, equal to the Dividend Amount (which will be subject to income
and payroll tax
3
withholding) and the Dividend Amount will be deducted from the lump sum payment
to be paid to Ramistella pursuant to the preceding sentence.
5. Ramistella agrees not to disclose any terms or provisions of this
Agreement without the prior written consent of General Maritime, except as
required by law or as necessary to enforce this Agreement. Anything herein to
the contrary notwithstanding, Ramistella may disclose the terms of this
Agreement to Ramistella's immediate family, accountant or attorney, provided
they are made aware of and agree to the confidentiality provisions.
6. Ramistella further acknowledges and agrees that any non-public and
proprietary information of General Maritime and/or its clients disclosed to or
prepared by Ramistella during Ramistella's employment remains confidential and
may not be used and/or disclosed by Ramistella hereafter without the prior
written consent of General Maritime.
7. Ramistella agrees that he will not make any negative or derogatory
statements in oral, written, electronic or any other form about General
Maritime. Xxxxx Xxxxxxxxxxxxx and Xxxx Xxxxxxxxx agree not to make any negative
or derogatory statements about Ramistella.
8. Ramistella agrees to cooperate fully in all respects with any member
of General Maritime in connection with any and all existing or future claims,
investigations, arbitrations, proceedings, litigations or examinations involving
General Maritime which relate to Ramistella's service. This shall include,
without limitation, being available on reasonable notice for interviews and
other communications with in-house and outside counsel acting on behalf of any
member of General Maritime in connection with any matter and appearing without
subpoena for deposition or testimony at the request of any member of General
Maritime. For the avoidance of doubt, nothing in this Agreement is intended in
any way to prevent Ramistella from
4
testifying fully and truthfully in any action or proceeding in connection with
any regulatory matter. General Maritime will reimburse Ramistella for reasonable
out of pocket expenses and lost income of up to $500/day if Ramistella is
required to take days off of work for which he will not be compensated.
9. Ramistella and General Maritime will make a good faith effort to
agree on a mutually acceptable letter of recommendation. Failure to agree upon
the terms of such a letter shall not entitle either party to bring a legal
action related to such failure. Whether or not such a letter of recommendation
is agreed upon, General Maritime agrees not to make any official statements that
are derogatory about Ramistella.
10. Ramistella is hereby advised to consult with independent legal
counsel of his choice before signing this Agreement.
11. In executing this Agreement, none of the Parties admits any liability
or wrongdoing, and the considerations exchanged herein do not constitute an
admission of any liability, error, contract violation, or violation of any
federal, state, or local law or regulation.
12. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and permitted assigns.
13. The unenforceability or invalidity of any provision or provisions of
this Agreement shall not render any other provision or provisions hereof
unenforceable or invalid.
14. This Agreement constitutes the entire agreement between the Parties
and cannot be altered except in a writing signed by the Parties. The Parties
acknowledge that they entered into this Agreement voluntarily, that they fully
understand all of its provisions, and that no representations were made to
induce execution of this Agreement which are not expressly contained herein.
5
15. The Parties agree that any disputes concerning the interpretation or
application of this Agreement or in any way connected with Ramistella's
employment by General Maritime, or termination thereof, shall be governed by New
York law.
16. Ramistella understands that he has twenty-one (21) days to consider
this Agreement and return it to Xxxx Xxxxxxxxxxxxx. He also understands that he
has seven (7) days to revoke this Agreement after he signs it. Any such
revocation of this Agreement must be in writing and must be received by Xxxx
Xxxxxxxxxxxxx before the expiration of the seven day revocation period. This
Agreement will not become effective or enforceable until General Maritime's
receipt of Ramistella's executed Agreement and the expiration of the seven day
revocation period.
IN WITNESS WHEREOF, the Parties have executed this Agreement on
the dates indicated below.
General Maritime Management LLC
/s/ Xxxx X. Xxxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------- -------------------------------
Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxx
Title: Chief Executive Officer
November 21, 2005 November 22, 2005
-------------------------- -------------------------------
Date Date
6
