Exhibit 10(v)
August 19, 2002
Xxxxx Xxxxxx
00 Xxxxx Xxxxx
Xxxx, XX. 00000
Dear Xxxxx,
This letter will confirm our discussion regarding your termination from the
position of Senior Vice President, Marketing, effective August 19, 2002.
Moreover, this letter will further serve as our Agreement on the terms and
conditions of your separation from ADVO, Inc. (herein referred to as "Company")
and the benefits that will be provided to you. Your last day worked is August
19, 2002.
I. Separation Benefits
If you sign and return this Agreement as provided herein, you will receive
the benefits described below. If you do not sign and return this Agreement
by October 15, 2002, you will receive the benefits described in Attachment
A, which is made part of this Agreement.
1. Effective immediately, you will be placed on inactive wage
continuation pay status for a period of up to 65 weeks. While on
inactive pay status, you will be paid on each regular pay date
throughout this period at your current rate of pay. If you were
participating in the Company's medical, dental, group universal
life, dependent life, or Employee Stock Purchase plans on your last
day worked, you may continue such participation up to the date your
wage continuation ends (provided you make any required associate
contributions). In addition, your company paid supplemental
executive benefits including long-term disability, long-term care
and the medical supplement, will continue for the duration of the
wage continuation period described herein. You will continue to be
covered by the Company's basic group life insurance plan. Matching
employer Social Security contributions will be made on your behalf
throughout this period as well. During this wage continuation, you
will not be eligible for the Company's short-term and long-term
disability benefits plans, workers' compensation, vacation accrual,
auto allowance or making further savings plan contributions beyond
your termination date of August 19, 2002. Any earned vacation pay
you have not taken will be paid in a lump sum and added to your last
wage continuation payment.
2. The Company will provide outplacement for you with a counselor from
Xxxxx, Xxxx, Xxxxx. Human Resources will personally coordinate your
outplacement activities including the monitoring of reference
inquiries from prospective employers.
All reference inquires will be directed to Xxxxx Xxxxxxxx, Vice
President, Human Resources or his successor. He will limit the
disclosure of information to Xxxxx Xxxxxx'x position held and dates
of employment.
Employee and employer will not knowingly take any action or make any
statements, written or oral, which would disparage or defame the
goodwill, reputation, image or commercial interest of the other.
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Xxxxx Xxxxxx
August 19, 2002
3. If you obtain other employment during your period of inactive wage
continuation you must notify the Company of such employment. In this
case, any remaining wage continuation, which would otherwise have
been made, (from the date of new employment through the end of the
wage continuation period described in paragraph 1) will be paid out
in a lump sum. At that time, continuation of benefits, including the
supplemental executive benefits, will cease.
4. You will not be eligible to receive bonus payments under the
incentive compensation plan for 2002 or beyond. In addition, you
will not receive any further stock option grants. As long as you are
on the wage continuation status described above, all stock options
shall continue to vest on their normal schedule. When you leave
inactive wage continuation status, all vesting shall cease. You will
have three months after that date in which to exercise any
outstanding, vested options. You can contact the Legal Department at
000-000-0000 directly for more information about stock-related
matters.
5. Within 14 days of the end of your wage continuation period, you will
receive notification of your rights under COBRA legislation to elect
continuation of group coverage under the Company's medical and/or
dental plans. Additionally, you may have the option to convert your
group medical coverage to an individual policy basis at the
expiration of the COBRA continuation period. You will have up to 31
days to convert your group basic and universal life insurance to an
individual policy basis. You will receive the written COBRA notice
from the ADP COBRA Department and may inquire to them about details
regarding these privileges at 000-000-0000.
II. Nonadmission By Company
This Agreement shall not constitute, operate or be construed as an
admission that the Company violated any federal, state or local statute,
law, order, ordinance or regulation or any right founded or defined in any
applicable constitutional or statutory provision, common law, contract or
public policy. The Company expressly denies any and all allegations of
unlawful and/or wrongful conduct arising out of or in connection with the
Company's employment of you and/or the termination of your employment.
III. Release & Waiver
In exchange for the consideration provided in Section I, to which you are
otherwise not entitled, you agree to all of the terms and conditions as
defined in this Section.
1. You affirm that your leaving ADVO is not caused by any act of
discrimination by ADVO, its employees, officers or directors, past
or present. You agree not to make or file any claims or charges of
any kind against ADVO before any agency, court or other forum. You
agree to release ADVO from any claim, known or unknown, arising in
any way from any actions taken by ADVO, up to the date of the
signing of this Agreement. This includes, but not limited to, any
claim for wrongful discharge, breach of contract or other common law
claims, or under any Federal, State or local statute or regulation
including, but not limited to, Title VII of the Civil Rights Act of
1964 as Amended, 42 U.S.C. 2000E et. seq.; the Employee Retirement
Income Security Act of 1974 ("ERISA"), 29 U.S.C. 1001 et. seq.; the
Age Discrimination in Employment Act, as amended, the Civil Rights
Act of 1991, or any claims for attorney's fees, expenses, or costs
of litigation. This release and waiver also includes claims that you
suffered any other harm by or through the actions of the Company,
including, but not limited to, claims for defamation or emotional
distress.
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Xxxxx Xxxxxx
August 19, 2002
2. This Release covers all claims based on any facts or events, whether
known or unknown by you, which occurred on or before the effective
date of this Agreement.
3. This Release does not include, however, a release of your rights to
any standard benefits to which you may be entitled in accordance
with the terms of the Company employee benefit plans in which you
participated, and does not include release of your right to enforce
this agreement and the obligations thereunder.
4. The "Release" set out in this section of the Agreement is an
essential and material part of this Agreement. If any portion of the
Release is determined to be illegal or unenforceable, the remaining
portions of such Release shall remain in full force and effect. If
you file a lawsuit, charge, complaint, or other claim asserting any
claim or demand which is within the scope of such Release, the
Company (whether or not such claim is valid) shall be entitled to
cancel any and all future obligations under this Agreement and
recoup the value of all payments and benefits paid hereunder,
together with the Company's costs and attorneys' fees.
IV. Agreements Made By You
1. You will return to the Company all Company Information, reports,
files, memoranda, records, credit cards, cardkey passes, door and
file keys, software and other property which you received or
prepared or helped to prepare in connection with your employment.
You have not and will not retain any copies or excerpts thereof. The
term "Company Information" as used in this Agreement means: (a)
confidential information including, without limitation, information
received from third parties under confidential conditions; (b)
information subject to the Company's attorney-client or work-product
privilege; and (c) other technical, scientific, business or
financial information, the use or disclosure of which might
reasonably be construed to be contrary to the Company's interest or
competitive posture.
2. You acknowledge that you have acquired valuable and sensitive
Company Information and that such Company Information has been
disclosed to you in confidence and for the Company's use only. Your
former responsibilities frequently involved highly sensitive Company
information entrusted to you. You agree that you: (1) will continue
to keep such Company Information confidential at all times; (2) will
not disclose or communicate Company Information to any third party;
and (3) will not make use of Company Information on your own behalf,
or on behalf of any third party. When Company Information becomes
generally available to the public other than by your acts or
omissions, it is no longer subject to the restrictions in this
paragraph.
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Xxxxx Xxxxxx
August 19, 2002
3. This Agreement supersedes all other Agreements or understandings,
written or oral, that you may have with ADVO, Inc. on the subject
matter discussed above, except that the Non-Compete Agreement
between you and ADVO shall remain in full force and effect pursuant
to its terms.
4. You agree that the provisions of this Agreement are severable and
divisible. In the event any portion of this Agreement is determined
to be illegal or unenforceable, the remaining provisions of this
Agreement shall remain in full force and effect. This is the entire
Agreement between you and the Company. The Company has made no
promises to you other than those in this Agreement.
V. Arbitration/Dispute Resolution
Any dispute arising between the Company and you with respect to the
performance or interpretation of this Agreement shall be submitted to
arbitration in Hartford, Connecticut, for resolution. It shall be done in
accordance with the rules of the American Arbitration Association. It will
be modified to provide that the decision by the arbitrator shall be
binding on the parties, shall be furnished in writing, separately and
specifically stating the findings of fact and conclusions of law on which
the decision is based and shall be rendered within ninety (90) days
following impanelment of the arbitrator. The losing party shall bear all
costs of arbitration. The arbitrator shall be selected in accordance with
the rules of the American Arbitration Association. Following a decision by
the arbitrator, the successful party will be reimbursed by the other party
for all costs or fees paid by the successful party to the American
Arbitration Association in relation to the dispute under this Agreement.
This Agreement shall be subject to and governed by the laws of the state
of Connecticut.
VI. Execution & Right To Revoke
1. You acknowledge that you have read this Agreement carefully and
fully understand its terms. You have been advised to seek legal
counsel and have had an opportunity to do so, and you are executing
this Agreement voluntarily and knowingly. You fully understand that
signing this Agreement waives all legal claims against ADVO based on
any actions taken by ADVO up to the date of the signing of this
Agreement.
2. You have been given twenty-two (22) days to review and consider this
Agreement before signing it. You understand and acknowledge that you
may use as much of this period as you wish prior to signing.
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Xxxxx Xxxxxx
August 19, 2002
3. If this Agreement is signed by you and returned to the Company
within the time specified in Paragraph 2 above, you may revoke this
Agreement within seven (7) business days of the date of your
signature. Revocation can be made by delivering a written notice of
revocation to, Xxxxx Xxxxxxxx, Vice President, Human Resources at
ADVO, Inc., Human Resources, Xxx Xxxxxx Xxxx, Xxxxxxx, XX 00000. For
this revocation to be effective, written notice must be received by
him no later than close of business on the seventh (7th) business
day after you sign this Agreement. If you revoke this Agreement, it
shall not be effective or enforceable and you will not receive the
benefits described in Paragraph I. If you have received any
benefits, the cash equivalent value of such benefits must be return
to the Company. Revoking this Agreement will not alter the fact that
your employment has been terminated.
4. The effective date of this Agreement shall be seven (7) business
days from the date in which this Agreement is signed and dated by
you. If the Agreement is not dated then, in that event, the
effective date of this Agreement shall be seven (7) calendar days
after receipt of the Agreement by the Company.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND ARE
VOLUNTARILY ENTERING INTO IT WITHOUT DURESS OR COERCION.
Accepted and agreed to this 3rd day of October, 2002.
/s/ XXXXX XXXXXX /s/ XXXXX XXXXXXXX
----------------- ------------------
XXXXX XXXXXX XXXXX XXXXXXXX
(Associate) Vice President, Human Resources
(Company)
Attachment A
Benefits provided to you in the event you do not sign and return this Agreement:
1. Effective immediately, you will be placed on inactive wage
continuation pay status for a period of up to 4 weeks. While on
inactive pay status, you will be paid on each regular pay date
throughout this period at your current rate of pay. If you were
participating in the Company's medical, dental, group universal
life, dependent life, or Employee Stock Purchase plans on your last
day worked, you may continue such participation up to the date your
wage continuation ends (provided you make any required associate
contributions). In addition, your company paid supplemental
executive benefits including long-term disability, long-term care
and the medical supplement will continue for the duration of the
wage continuation period described herein. You will continue to be
covered by the Company's basic group life insurance plan. Matching
employer Social Security contributions will be made on your behalf
throughout this period as well. During this wage continuation, you
will not be eligible for the Company's short-term and long-term
disability benefits plans, workers' compensation, vacation accrual,
auto allowance or making further savings plan contributions beyond
your termination date of August 19, 2002. Any earned vacation pay
you have not taken will be paid in a lump sum and added to your last
wage continuation payment.
2. If you obtain other employment during your period of inactive wage
continuation you must notify the Company of such employment. In this
case, any remaining wage continuation, which would otherwise have
been made, (from the date of new employment through the end of the
wage continuation period described in paragraph 1) will be paid out
in a lump sum. At that time, continuation of benefits, including the
supplemental executive benefits, will cease.
3. You will not be eligible to receive bonus payments under the
incentive compensation plan for 2002 or beyond. In addition, you
will not receive any further stock option grants. As long as you are
on the wage continuation status described above, all stock options
shall continue to vest on their normal schedule. When you leave
inactive wage continuation status, all vesting shall cease. You will
have three months after that date in which to exercise any
outstanding, vested options. You can contact the Legal Department at
000-000-0000 directly for more information about stock-related
matters.
4. Within 14 days of the end of your wage continuation period, you will
receive notification of your rights under COBRA legislation to elect
continuation of group coverage under the Company's medical and/or
dental plans. Additionally, you may have the option to convert your
group medical coverage to an individual policy basis at the
expiration of the COBRA continuation period. You will have up to 31
days to convert your group basic and universal life insurance to an
individual policy basis. You will receive the written COBRA notice
from the ADP COBRA Benefits and may inquire to them about details
regarding these privileges, 000-000-0000.
