SEPARATION AGREEMENT
Xxxx & Xxxxxx, Inc. and Xxxxxxx X. Xxxxxxxxxx, have reached an agreement as
follows:
1. Your early retirement date will be June 30, 1998, at which time you
will resign from the company. Your current salary and benefits will
continue thru the above retirement date.
2. Xxxx & Xxxxxx, Inc. will pay to you, for your lifetime, the difference
between the pension to which you would have been entitled had you
continued employment with the company until age 62, at an increasing
salary of 3% and the pension you will actually receive from the
Salaried Plan and the SERP. The amount of this benefit is $1,138.54
per month.
3. After you retire, Xxxx & Talbot, Inc. will provide 25% of your life
insurance until you reach age 65. In addition, Xxxx & Xxxxxx will
continue your medical coverage until you reach age 65 (03-31-03) and
for your spouse until you reach age 70 (03-31-08).
4. Xxxx & Talbot, Inc. will provide that your stock options, which are
vested as of June 30, 1998, remain exercisable for three years, July
1, 1998 through June 30, 2001.
5. Xxxx & Xxxxxx, Inc. will also provide you a bonus in the amount of
$150,000.00 at the time of retirement. This is in lieu of any payment
that you may be entitled to from the Executive Incentive Plan.
$75,000.00 payable on June 30, 1998 and $75,000.00 payable January 4,
1999.
6. Xxxx & Talbot, Inc. will also guarantee you a consulting agreement for
the period of September 1, 1998 through August 30, 1999. This
agreement is to engage your services for 140 days at $ 1,000.00 per
day.
7. Xxxx & Xxxxxx, Inc. will also give you the 1997 Suburban, lap top
computer, fax, and cell phone that are currently in your possession.
This sum is above and beyond all wages and benefits earned by Xxxxxxx X.
Xxxxxxxxxx prior to the date of separation.
8. In consideration for this payment:
a. Xxxxxxx X. Xxxxxxxxxx acknowledges separation from his employment
with the company effective June 30, 1998;
b. Xxxxxxx X. Xxxxxxxxxx forever releases Xxxx & Xxxxxx, Inc. and
all persons now or formerly employed or connected with Xxxx &
Talbot, Inc. from any and all claims, actions and suits which he
has or might have against Xxxx & Xxxxxx, Inc. arising out of his
employment and separation from employment with Xxxx & Talbot,
Inc. including but not limited to damages, attorney fees, back
pay, compensation, general damages, punitive damages, interest
and reinstatement based on any claim of any nature including but
not limited to a claim under any state or federal statute, the
AGE DISCRIMINATION IN EMPLOYMENT ACT, and all other state and
federal statutes, or any contract claim (either express or
implied)or any other claim of any nature which exists on the date
that he signs this separation agreement;
c. Xxxxxxx X. Xxxxxxxxxx agrees to not disclose to any other
employer, person or employee representative, any trade secret or
proprietary or confidential information pertaining to the Company
and its employees, including but not limited to production,
personnel, cost, customer, wage, or benefit information. In
accordance with normal ethical and professional standards,
Xxxxxxx X. Xxxxxxxxxx will refrain from taking actions or making
statements, written or oral which disparage or defame the
goodwill or reputation of the Company, its directors, officers,
executives, and employees. From the time of this agreement, if
Xxxxxxx X. Xxxxxxxxxx engages in any of the foregoing conduct, he
will immediately forfeit any remaining payments and all benefits
continuation will cease. In addition, the company may demand
return of all payments already made, and upon such demand,
Xxxxxxx X. Xxxxxxxxxx agrees to return such payments and Xxxx &
Talbot may pursue any and all legal and equitable remedies;
d. "The parties hereto agree to submit any claim or dispute arising
out of the terms of this agreement to private and confidential
arbitration by a single neutral arbitrator. Subject to the terms
of this paragraph, the arbitration proceeding shall be governed
by the arbitration rules of the Arbitration Service of Portland.
The arbitrator shall be appointed by agreement of the parties
hereto or, if no agreement can be reached, by the Arbitration
Service of Portland pursuant to its rules. The decision of the
arbitrator shall be final and binding on the parties to the
arbitration, and judgment thereon may be entered in any court
having jurisdiction. All costs of any such arbitration
proceeding, including attorney fees and witness expenses shall be
paid by the party against whom the arbitration rules. This
arbitration procedure is intended to be the exclusive method of
resolving any claim relating to the obligations set forth in this
agreement."
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9. If Xxxxxxx X. Xxxxxxxxxx files for unemployment compensation, Xxxx &
Talbot will not oppose his eligibility to receive such compensation.
10. Xxxxxxx X. Xxxxxxxxxx acknowledges that he has been paid in full all
sums due and owing by virtue of his employment with Xxxx & Talbot,
Inc.
11. In accordance with state and federal law, Xxxxxxx X. Xxxxxxxxxx is
aware of the following with respect to release of any claims under the
AGE DISCRIMINATION IN EMPLOYMENT ACT (ADEA):
a. He has the right to consult with an attorney before signing this
agreement and has been advised by Xxxx & Talbot, Inc. to do so;
b. He has up to 21 days to consider this separation agreement and
the releases contained herein;
c. He has seven days after signing this separation agreement to
revoke this agreement and the agreement and release will not be
effective as to any ADEA claim until the eighth day following the
signing of this agreement;
d. No compensation or benefits provided pursuant to this agreement
will be paid until eight days after signing this agreement.
12. The provisions set out above represent the sole and entire agreement
between Xxxxxxx X. Xxxxxxxxxx and Xxxx & Xxxxxx, Inc. This agreement
cannot be amended or modified in any way except by writing signed by a
duly authorized representative of Xxxx & Talbot and Xxxxxxx X.
Xxxxxxxxxx, and stating the intent of both parties to amend this
agreement.
XXXX & TALBOT, INC. I am signing this Agreement voluntarily
and understand the above.
By: /s/ /s/ XXXXXXX X. XXXXXXXXXX
Date: May 6, 1998 Date: May 6, 1998
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