EXHIBIT 10-1
RETIREMENT AGREEMENT
THIS RETIREMENT AGREEMENT (this "Agreement'), is made and entered
into as of June 30, 2002 by and between The Timken Company, an Ohio corporation
(the "Company"), and Xxxx X. Xxxxxx ("Executive").
WITNESSETH;
WHEREAS, Executive currently serves as Senior Vice President - Finance
of the Company; and
WHEREAS, Executive, throughout the course of his career, has made
numerous and lasting contributions to the success of the Company;
WHEREAS, Executive intends to retire from the Company effective as of
June 30, 2002 (the "Retirement Date"); and
WHEREAS, the Company and Executive have determined that in connection
with Executive's retirement from the Company, Executive shall resign from any
and all offices of the Company and any other directorship, office, or position
of any other entity for which Executive was serving at the request of the
Company, as of the Retirement Date;
NOW, THEREFORE, in consideration of the premises and agreements
contained herein and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, and intending to be legally bound,
the Company and Executive hereby agree as follows:
1. Resignation. Executive shall resign as an employee of the Company,
and its subsidiaries and related or affiliated companies, effective as of the
close of business on the Retirement Date. Executive shall also resign,
effective the close of business on the Retirement Date: (a) from all offices of
the Company to which he has been elected by the Board of Directors of the
Company (or to which he has otherwise been appointed), (b) from all offices of
any entity that is a subsidiary of, or is otherwise related to or affiliated
with, the Company, (c) from all administrative, fiduciary or other positions
he may hold with respect to arrangements or plans for, of or relating to the
Company, and (d) from any other directorship, office, or position of any
corporation, partnership, joint venture, trust or other enterprise (each, an
"Other Entity") insofar as Executive is serving in the directorship, office,
or position of the Other Entity at the request of the Company. The Company
shall consent to and accept such resignations effective as of the close of
business on the Retirement Date. Executive will execute any documents
reasonably requested by the Company to evidence such resignations.
2. Severance Payment. The Company will pay Executive an amount equal
to $155,000.00, less applicable withholding taxes, in a lump sum on the
Retirement Date.
3. Release by Executive
a. Executive, for himself and his dependents, successors, assigns,
heirs, executors and administrators (and his and their legal representatives
of every kind), hereby releases, dismisses, remisses and forever discharges the
Company from any and all arbitrations, claims (including claims for attorneys'
fees), demands, damages, suits, proceedings, actions or causes of action of any
kind and every description, whether known or unknown, which Executive now has
or may have had for, upon or by reason of any cause whatsoever (except that
this release shall not apply to the obligations of the Company arising under
this Agreement), against the Company ("Claims"), including but not limited to:
(i) any and all Claims arising out of or relating to: (A)
Executive's past employment or service with the Company, or (B) Executive's
resignation as Senior Vice President - Finance of the Company or his
resignation from any other position described in Section 1 of this
Agreement.
(ii) any and all Claims of discrimination, including but not
limited to claims of discrimination on the basis of sex, race, age,
national origin, marital status, religion or disability, including, without
limiting the generality of the foregoing, any claims under the Age
Discrimination in Employment Act, as amended (the "ADEA") Title VII of
the Civil Rights Act of 1964, as amended, the Americans with Disabilities
Act, The Civil Rights Act of 1991, or Chapter 4112, Ohio Revised Code, and
(iii) any and all Claims of wrongful or unjust discharge or
breach of any contract or promise, express or implied, except for any
claim asserted in any action for breach of this Retirement Agreement.
b. Executive further understands and acknowledges that:
(i) The release provided for in this Section 3, including
claims under the ADEA to and including the date of this Agreement, is in
exchange for the additional consideration provided for in Section 2 of this
Agreement, to which consideration he was not heretofore entitled;
(ii) He has been advised by the Company to consult with legal
counsel prior to executing this Agreement and the release provided for in
this Section 3, has had an opportunity to consult with and to be advised
by legal counsel of his choice, fully understands the terms of this
Agreement, and enters into this Agreement freely, voluntarily and intending
to be bound;
(iii) He has been given a period of twenty-one days to review and
consider the terms of this Agreement, and the release contained herein, prior
to its execution and that he has used as much of the twenty-one day period
as he desires; and
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(iv) He may,within seven days after execution, revoke this
Agreement. Revocation shall be made by delivering a written notice of
revocation to the Senior Vice President and General Counsel at the
Company. For such revocation to be effective, written notice must be
actually received by the Senior Vice President and General Counsel at the
Company no later than the close of business on the seventh day after
Executive executes this Agreement.
c. Executive acknowledges that his retirement and resignation is by
mutual agreement between the Company and Executive, and that Executive waives
and releases any Claim that he has or may have to reemployment.
d. Executive will execute all additional documents necessary to
effectuate the purposes and provisions of this Agreement;
e. For purposes of this Section 3, the "Company" shall include
its predecessors, parents, subsidiaries, divisions, related or affiliated
companies, officers, directors, stockholders, members, employees, heirs,
successors, assigns, representatives, agents and counsel.
4. Successors and Binding Agreement.
a. This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of or to the Company, including, without
limitation, any persons acquiring, directly or indirectly, all or substantially
all of the business or assets of the Company, whether by purchase, merger,
consolidation, reorganization, or otherwise (and such successor shall there-
after be deemed included in the definition of the "Company" for purposes of
this Agreement), but shall not otherwise be assignable or delegable by the
Company.
b. This Agreement shall inure to the benefit of and be enforceable
by Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, or legatees.
c. This Agreement is personal in nature and none of the parties
hereto shall, without the consent of the other parties, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in Subsections (a) and (b) of this Section 4.
d. This Agreement is intended to be for the exclusive benefit of the
parties hereto, and except as provided in Subsections (a) and (b) of this
Section 4, no third party shall have any rights hereunder.
5. Notices. For all purposes of this Agreement, all communications
provided for herein shall be in writing and shall be deemed to have been duly
given when delivered, addressed to the Company (to the attention of the Senior
Vice President and General Counsel) at the Company's principal executive
offices and to Executive at his principal residence, or to such other address
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as any party may have furnished to the other in writing and in accordance
herewith. Notices of change of address shall be effective upon receipt.
6. Miscellaneous.
a. No provision of this Agreement may be modified, waived or dis-
charged unless such modification, waiver or discharge is agreed to in writing
signed by Executive and the Company. No waiver by either party hereto at any
time of any breach by the other party hereto or compliance with any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.
b. Validity, interpretation, construction and performance of this
Agreement shall be governed by the substantive laws of the State of Ohio,
without giving effect to the principles of conflict of laws of the State of
Ohio.
c. To the extent any provision of this Agreement shall be invalid or
unenforceable, it shall be considered deleted herefrom and the remainder of
such provision and of this Agreement shall be unaffected and shall continue in
full force and effect.
d. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same Agreement.
e. Each party hereto shall execute such additional documents, and do
such additional things, as may reasonably be requested by the other party to
effectuate the purposes and provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first set forth above.
THE TIMKEN COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
_____________________________
Date: June 30, 2002
___________________
/s/ Xxxx X. Xxxxxx
_____________________________
Xxxx X. Xxxxxx
Date: July 9, 2002
__________________
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