EXHIBIT 10.h
EMPLOYMENT TERMINATION AGREEMENT
March 7, 2003
Xx. Xxxxxxxxx Xxxxxxx
Dear Xxxxxxxxx:
This letter is to confirm our agreement that in the event Federal Signal
Corporation terminates your employment without cause, Federal will pay you, or
your designated beneficiary should you die while payments are pending, an amount
equal to one year's salary at the annual rate then in effect, less any
applicable taxes or other deductions. The amount owing to you hereunder shall be
paid in twelve equal monthly installments. The amounts payable to you hereunder
shall be in addition to other payments, if any, required, as of your termination
date, by other compensation or employee benefit plans maintained by Federal;
however, you shall not be entitled to any employee benefits which require actual
employment during the twelve-month period.
Termination of employment by Federal "without cause" means that Federal
terminates your employment for reason(s) other than (1) you fail to perform your
duties as an executive officer of Federal in any material respect (other than by
reason of illness or physical or mental disability), or (2) you engage in any
dishonest or fraudulent acts or conduct in the performance of your duties to
Federal.
In exchange for payments hereunder, you agree (1) to provide consulting services
for up to 10 hours per month to Federal during the payment period, (2) not to
compete with Federal or assist any entity that competes with Federal for a
period of two years after the payments are made hereunder (an entity is deemed
competitive with Federal if it is engaged in a line of business in which Federal
has derived at least 10% of its revenues during the two years prior to
termination of employment in the same geographic area in which Federal conducts
such business), (3) not to hire or assist in hiring any Federal employees for
one year after termination of your employment, (4) not to disclose any Federal
trade secrets or confidential information, and (5) to execute a release
satisfactory to Federal of any and all claims you may have against Federal or
its affiliates.
Sincerely,
Accepted:
The foregoing terms and conditions
are accepted and agreed to effective
this ____ day of ___________, 2003
