EXHIBIT 10.15
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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
This Confidential Separation Agreement and General Release
(hereinafter referred to as "Agreement") is made this 29th day of
November, 2000, by and between Xxxx X. XxXxxxxxx (hereinafter referred
to as "XxXxxxxxx") and Xxxxxx Rubbermaid, Inc. (hereinafter referred
to as "Newell").
WHEREAS, Newell decided to terminate XxXxxxxxx'x employment and
XxXxxxxxx thereafter submitted his resignation as an employee and
director of Newell to be effective October 31, 2000; and
WHEREAS, XxXxxxxxx desires to secure the severance benefits as
provided below; and recognizes that this package includes valuable
consideration to which he would not otherwise be entitled; and
WHEREAS, the parties desire to affect a final settlement of all
matters relating to XxXxxxxxx'x employment and his relationship with
Newell and have arrived at a compromise of all such matters.
NOW, THEREFORE, based upon the foregoing and in consideration of
the mutual covenants and promises contained herein and other good and
valuable consideration, the parties agree as follows:
1. Neither this Agreement nor any action taken by Newell
pursuant to it shall in any way be construed as an admission
by Newell of any liability, wrongdoing or violation of law,
regulation, contract or policy.
2. Newell agrees to pay and/or provide to XxXxxxxxx the
following severance benefits in final settlement of all
claims XxXxxxxxx may have against Newell:
x. Xxxxxxxxx pay will be paid to XxXxxxxxx at his base
salary in effect on October 31, 2000, on normal pay
periods less all legally required withholding for taxes
and social security through December 31, 2000. Such
payments will begin after the passage of seven (7) days
following XxXxxxxxx'x execution of this Agreement.
x. XxXxxxxxx will be eligible for a full year 2000 bonus
based upon his participation in the Xxxxxx Rubbermaid
Bonus Plan pursuant to the provisions of that Plan and
will be paid that bonus, if any, at the same time other
participants are paid.
c. Medical and dental group coverage will be continued for
XxXxxxxxx through December 31, 2000, on the same basis
as such benefits are provided to existing employees at
his level. XxXxxxxxx will remain responsible for the
partial payment of premiums to the extent that existing
employees pay such premiums and such payments will be
deducted from severance payments. With regard to
medical and dental coverage, XxXxxxxxx and his covered
dependents have been offered and have elected to
continue medical and dental coverage under the
Consolidated Omnibus Budget Reconciliation Act (COBRA).
For those purposes, the date of the qualifying event
will be January 1, 2001. Thereafter, XxXxxxxxx may
continue coverage through June 30, 2002, at his own
expense. Should XxXxxxxxx desire, Newell agrees to
deduct premiums for continued Coverage from XxXxxxxxx'x
final payroll check.
d. All stock options held by XxXxxxxxx pursuant to the
Xxxxxx Rubbermaid Stock Option Plan as of October 31,
2000, that are not vested will vest pursuant to the
terms of that Plan as if XxXxxxxxx was a participant in
the Plan and XxXxxxxxx may exercise stock options held
at any time prior to the expiration date of such
options. No further stock options will be granted to
XxXxxxxxx.
x. XxXxxxxxx'x rights under the Xxxxxx Operating Company
Supplemental Retirement Plan for Key Executives as
restated effective January 1, 1999 are governed by the
terms of that plan.
x. XxXxxxxxx'x rights to distribution from his account, if
any, in the Xxxxxx Co. Deferred Compensation Plan are
governed by the terms of that Plan.
x. XxXxxxxxx will be paid no further wages, bonuses,
benefits, compensation or remuneration of any kind
subsequent to October 31, 2000, other than those
specifically provided above.
3. XxXxxxxxx hereby resigns from Newell as an employee
effective October 31, 2000 and expressly declines
reinstatement, employment and rehire by Newell and waives
all rights to claim such relief and agrees never to seek or
apply for employment with Xxxxxx Rubbermaid, Inc. or any of
its subsidiaries, affiliated businesses or divisions in the
future. XxXxxxxxx further hereby resigns from the Newell
Board of Directors and from the Board of Directors of any
subsidiary of Newell of which he is a member also effective
October 31, 2000.
4. XxXxxxxxx agrees that this Agreement and all its terms and
provisions are strictly confidential and shall not be
divulged or disclosed in any way to any person other than
his spouse, legal counsel and tax advisor if he so desires,
and that be will protect the confidentiality of the
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Agreement in all regards. Should XxXxxxxxx choose to
divulge the terms and conditions of the Agreement to his
spouse, legal counsel or tax advisor, he shall ensure that
they will be similarly bound to protect its confidentiality
and that a breach of the paragraph by XxXxxxxxx'x spouse,
legal counsel or tax advisor, he shall ensure that they will
be similarly hound to protect its confidentiality and that a
breach of the paragraph by XxXxxxxxx'x spouse, legal counsel
or tax advisor shall be considered a breach of the paragraph
by XxXxxxxxx.
5. XxXxxxxxx represents that he has not filed any pending
complaint, charge, claim or grievance against Newell with
any local, state or federal agency, court or commission.
6. (a) XxXxxxxxx acknowledges that:
(i) As a result of his employment with Newell and as a
member of its Board of Directors he has obtained
secret and confidential information concerning the
business of Newell and its subsidiaries and
divisions, including, without limitation, the
operations and finances, the business plan, the
identity of potential acquisitions, the identity
of customers and sources of' supply, their needs
and requirements, the nature and extent of
contracts with them, product and process
specifications and related costs, price,
profitability and sales information;
(ii) Newell and its subsidiaries and divisions will
suffer substantial damage which will be difficult
to compute if XxXxxxxxx should divulge secret and
confidential information relating to the business
of Newell heretofore acquired by him in the course
of his employment with Newell or his participation
on its Board of Directors; and
(iii) The provisions of this Agreement are reasonable
and necessary for the protection of the business
of Newell and its subsidiaries and divisions.
(b) XxXxxxxxx agrees that he will not for a period of two
(2) years following the date XxXxxxxxx signs this
Agreement divulge to any person, firm or corporation,
or use for his own benefit, any secret or confidential
information obtained or learned by him in the course of
his employment with Newell with regard to the
operational, financial, business or other affairs of
Newell or its subsidiaries and divisions, including,
without limitation, proprietary trade "know how" and
secrets, financial information and models, customer
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lists, business, marketing and sales plans, identity
and qualifications of Xxxxxx'x employees, sources of
supply, pricing policies, proprietary operational
methods, product specifications or technical processes,
except (i) with Xxxxxx'x express written consent; or
(ii) to the extent that any such information is in or
becomes part of the public domain other than as a
result of XxXxxxxxx'x breach of any of his obligations
hereunder.
(c) Except as provided herein, XxXxxxxxx represents that he
has no later than the date he signs this Agreement,
delivered to Newell all memoranda, notes, files,
computers, software, discs, memory storage records,
reports, manuals, drawings, blueprints, credit cards
and other documents (and all copies thereof) and other
tools provided to XxXxxxxxx by Newell relating to the
business of Newell and its subsidiaries and divisions
and all property associated therewith which he may
possess or have under his control. XxXxxxxxx further
represents that he has neither kept, created, nor
downloaded any copy of Xxxxxx'x computer records.
(d) If XxXxxxxxx commits a breach, or threatens to commit a
breach, of any of the provisions of paragraph 6, Newell
shall have the right:
(i) to have the provisions of this Agreement
specifically enforced by and obtain any other
relief to which it is entitled by law from any
court having jurisdiction; and
(ii) following adjudication by the court of competent
jurisdiction (including exhaustion of all appeals)
that a breach of any of the provisions of
paragraph 6 has occurred, to require XxXxxxxxx to
pay over to Newell all severance benefits provided
in paragraphs 2.a. and b. of this Agreement and to
account for and pay over to Newell all
compensation, profits, monies, accruals,
increments or other benefits (collectively
"Benefits") derived or received by him as the
result of any transactions constituting a breach
of any of the provisions of paragraph 6, and
XxXxxxxxx hereby agrees to account for and pay
over such Benefits to Newell; and
(iii) discontinue the payment of any further severance
benefits under paragraphs 2.a. and b of this
Agreement.
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(e) Each of the rights and remedies enumerated in this
paragraph 6 shall be independent of the other, and
shall be severally enforceable, and such rights and
remedies shall be in addition to, and not in lieu of,
any other rights and remedies available to Newell in
law or equity.
7. XxXxxxxxx agrees that he will conduct himself in a
professional manner and not make any disparaging or negative
statements regarding Newell, its subsidiaries or divisions
or their officers, directors or employees.
8. Following his resignation XxXxxxxxx shall, upon reasonable
notice and at reasonable times, (having due regard for the
conflicting obligations arising from any other employment or
engagement of XxXxxxxxx), advise and assist Newell in
preparing such operational, financial or other reports or
other filings as Newell may reasonably request, and to
respond to inquiries concerning the operations, finances and
business of Newell and otherwise cooperate with Newell and
its affiliates as Newell shall reasonably request.
Furthermore, upon reasonable notice, XxXxxxxxx agrees to
cooperate with Newell at Xxxxxx'x request in prosecuting or
defending against any litigation, complaints or claims
against or involving Newell or any of its subsidiaries,
divisions or affiliated businesses at any time in the
future.
9. As a material inducement to Newell to enter the Agreement,
XxXxxxxxx hereby irrevocably and unconditionally releases,
acquits and forever discharges Newell, its successors,
assigns, agents, directors, officers, employees,
representatives, subsidiaries, divisions, parent
corporations and affiliates, and all other persons acting
by, through or in concert with any of them (collectively
"Releasees") from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, actions,
damages, expenses (including attorneys' fees and costs
actually incurred), or any rights of any and every kind or
nature, accrued or unaccrued, known and unknown, which
XxXxxxxxx has or claims to have against each or any of the
Releasees. This release pertains to but is in no way
limited to all matters relating to or arising out of
XxXxxxxxx'x employment and termination of employment by
Newell and all claims for severance benefits. The release
further pertains to but is in no way limited to rights and
claims under the Age Discrimination in Employment Act of
1967 (29 U.S.C. 621, et seq.), Title VII of the Civil Rights
Act, as amended, the Americans With Disabilities Act, and
all state, local or municipal fair employment laws.
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10. The Agreement shall be binding upon XxXxxxxxx and upon his
heirs, administrators, representatives, executors,
successors, and assigns and shall inure to the benefit of
the Releasees and to their heirs, administrators,
representatives, executors, successors, and assigns.
11. As a further material inducement to Newell to enter into
this Agreement, XxXxxxxxx hereby agrees to indemnify and
hold each and all of the Releasees harmless from and against
any attorneys' fees incurred by Releasees, not to exceed
Fifty Thousand Dollars ($50,000), arising out of the breach
of the Agreement by XxXxxxxxx. Xxxxxx'x right to
indemnification in this paragraph 11 is independent from and
in addition to all of its rights to relief under this
Agreement, and to recover damages and severance benefits,
and to discontinue severance benefits as provided in
paragraph 6 of this Agreement.
12. The parties understand and agree that the Agreement is final
and binding and constitutes the complete and exclusive
statement of the terms and conditions of settlement, that no
representations or commitments were made by the parties to
induce the Agreement other than as expressly set forth
herein and that the Agreement is fully understood by the
parties. XxXxxxxxx further represents that he has had the
opportunity and time to consult with legal counsel
concerning the provisions of the Agreement and that he has
been given twenty-one (21) days within which to execute the
Agreement and seven (7) days following his execution to
revoke the Agreement. The Agreement may not be modified or
supplemented except by a subsequent written Agreement signed
by the party against whom enforcement of the modification is
sought.
13. The validity, construction and enforceability of this
Agreement shall be governed in all respects by the laws of
the State of Illinois, without regard to its conflicts of
laws rules.
14. XxXxxxxxx acknowledges that he has carefully read the entire
document, that a copy of the document was available to him
prior to execution, that he knows and understands the
provisions of the document, and that he has signed the
document as his own free act and deed.
[The rest of this page has been left purposely blank.]
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IN WITNESS WHEREOF, the parties herein executed the Agreement as
of the date appearing next to their signatures.
XXXXXX RUBBERMAID, INC.
Date: December 1, 2000
----------------- /s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX, VICE-PRESIDENT
PERSONNEL RELATIONS
CAUTION: THIS IS A RELEASE CONSULT WITH AN ATTORNEY AND READ IT
BEFORE SIGNING THIS AGREEMENT MAY BE REVOKED IN WRITING BY YOU WITHIN
SEVEN (7) DAYS OF YOUR EXECUTION OF THE DOCUMENT.
Date: November 29, 2000 /s/ Xxxx X. XxXxxxxxx
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XXXX X. XxXXXXXXX
STATE OF ILLINOIS )
) SS.
COUNTY OF LAKE )
On the 29th day of November, 2000, Xxxx X. XxXxxxxxx appeared
before me and, after being duly sworn, did say that he acknowledged
the instrument to be his voluntary act.
In witness whereof, I hereunto set my hand and official seal:
/s/ Xxxxx X. Xxxxxxx
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Notary Public
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