EXHIBIT 10.13
September 28, 2001
Xx. Xxxxxx Xxxxxxxxxx
00 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxxx:
During your thirty-six year career at Friendly's you have been a
significant contributor to the success of the organization. We deeply appreciate
your loyalty, commitment and years of dedicated and very effective service to
this great company.
This letter acknowledges and documents our mutual agreement about various
items related to the cessation of your work on December 31, 2001 and your
planned retirement so that no misunderstanding exists between you and
Friendly's.
SALARY CONTINUATION
You will remain as an employee until December 31, 2001 (Separation Date),
with your current salary and benefits. Friendly's will continue to pay you
semimonthly after your Separation Date, at your current base rate of pay, until
March 31, 2002. This payment will not adversely affect your status as a retiree
and the salary you receive will be subject to appropriate statutory deductions
and such other deductions normally made for employees of Friendly's; however it
will not be considered pensionable earnings.
VACATION
You will be paid for all of your earned and unused vacation time for 2001.
In addition, in lieu of your 2002 vacation, you will be paid an amount
equivalent to an additional four (4) weeks pay. This amount will be included in
the paycheck for the period following your Separation.
BENEFIT/RETIREMENT PLANS
You will be eligible to participate in the medical/dental, short-term
disability, accidental death and dismemberment, long-term disability, pension
plan, Stock Option Plan, Friendly Employee Savings and Investment Plan (FESIP)
and such other plans in which you may currently be enrolled only through your
Separation Date, and under the terms and conditions of these plans. Your group
medical/dental insurance ends on your Separation Date. To continue medical
coverage beyond your Separation Date, you may either elect Retiree Medical or
complete a continuation of coverage (COBRA) application, which will be provided
to you. Additional information about the effect of separation on benefits is on
the Separation Information document that will be provided to you.
ANNUAL INCENTIVE PLAN (AIP)
Although you will no longer be an active employee at the time that an AIP
Bonus, if there is one, is paid (generally in the first quarter of 2002), you
will be eligible for such bonus payment under the terms of the Plan document,
the same as any active employee.
RESTRICTED STOCK PLAN
As part of this Agreement, and in consideration of all of its terms and
conditions, we will, subject to the approval of the Board of Directors, vest the
balance of your unvested shares (10,694) in the Restricted Stock program. This
does not affect any other stock or option plan or program, which will remain
subject to the terms of their respective plan documents.
LIFE INSURANCE
Life insurance provided through Pacific Mutual Life Insurance Company is
unaffected by your leaving employment because it is your own personal policy.
Payments by Friendly's on your behalf will cease as of your Separation Date.
Questions about coverage thereafter or about other matters related to this
policy should be referred to Xx. Xxxxx Xxxxxx of the AYCO Corporation at (518)
373-7725.
AGREEMENT
In consideration of all of the terms set forth in this letter, you agree:
1. Without our prior written consent, you will forever refrain from
disclosing or confirming, either directly or indirectly, any information
concerning insurance, loss claims, loss payments, safety and health
conditions, financial condition, strategic planning or other information
relating to Friendly's and its subsidiaries, divisions, parents and
affiliates, their agents, employees, directors and officers which you
learned or became aware of since the inception of your employment with
Friendly's except for information which is generally known by the public.
2. You will turn over to the company any documents, manuals, plans,
equipment, business papers, computer diskettes or copies of the same
relating to Friendly's and its affiliates, their agents, employees,
directors and officers which are in your control or possession.
3. You hereby release and will forever refrain from taking any legal
action against Friendly's and its subsidiaries, divisions, parents and
affiliates, their agents, employees, directors and officers which in any
way is related to your employment by Friendly's specifically including any
and all wage-and-hour, discrimination, wrongful termination and/or equal
employment opportunity claims whether state, federal or local whether in
contract, tort or otherwise and including without limitation those arising
under the Age Discrimination in Employment Act of 1967, as amended (the
"ADEA") and further including any related claims for attorney's fees.
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4. If you breach any of the terms of this Agreement, Friendly's may be
entitled to recover from you all costs, fees, and expenses (including
attorney's fees) as may be awarded by a court of competent jurisdiction
under applicable law and will be entitled to set off what it has paid you
under this agreement.
5. It is also agreed that you will refrain from disclosing to any person
or third party the contents of this Agreement and keep the terms of this
Agreement confidential unless required by court order or other
governmental authority.
6. You agree to forever refrain from taking any action which brings
discredit upon or disparages Friendly's.
ENTIRE AGREEMENT
This is the entire agreement between us and any prior agreements or
understandings, whether oral or written, are entirely superseded by this
Agreement. We each have voluntarily accepted the terms as sufficient without
reservation. Pursuant to its obligations under the ADEA, Friendly's advises you
to consult with an attorney prior to executing this agreement. You have 21 days
from the date of receipt of this agreement in which to consider this agreement.
In addition, you may revoke this agreement for seven days following its
execution. This agreement shall not become effective or enforceable until the
seven day revocation period has expired. If the above is in agreement with your
understanding, please sign and keep one copy of this document for your records
and return one copy to me.
Again Xxxxx, we appreciate your contributions over the years and wish you
well in your future endeavors. Questions concerning any points detailed in this
letter can be directed to me.
Xxxxxxx X. Xxxxxx
Vice President, Human Resources
ACCEPTED AND AGREED TO AS OF THIS ____ DAY OF _______________, 2001.
By:_____________________________________
Xxxxxx X. Xxxxxxxxxx
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