Exhibit 10(d)
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT ("Agreement") is made on December 20, 1996, the
"Effective Date" among Xxxxxxxx Stores Inc., a Michigan corporation, Xxxxxxxx
Stores Realty Company, a Michigan corporation, Xxxxxxxx Credit Corp., a
Michigan corporation, collectively referred to as "the Company" and Xxxxx X.
Xxxxxx ("Xx. Xxxxxx"). The Company, and Xx. Xxxxxx are sometimes referred to
together as the "Parties" and individually as a "Party".
R E C I T A L S
A. Xx. Xxxxxx is the President and a director of each of the Company,
Realty and Credit and a member of the Executive Committee of the Company.
B. Xx. Xxxxxx wishes to resign from all of his positions with the
Company and its subsidiaries and to provide for his severance compensation in
accordance with this Agreement.
C. The Company wishes to accept Xx. Xxxxxx'x resignation and to provide
for his severance compensation in accordance with this Agreement.
THEREFORE, the Parties agree as follows:
1. Termination of Xx. Xxxxxx'x Employment. Effective December 20, 1996,
Xx. Xxxxxx resigns from all of his positions with the Company, Realty, and
Credit and any of their employee benefit plans, including the following:
President, director and a member of the Executive Committee of the Board of
Directors of the Company, President and a director of Realty and President
and a director of Credit. Xx. Xxxxxx will answer inquiries from the Company,
Realty or Credit regarding aspects of the Company's, Realty's and Credit's
business affairs of which he has knowledge and which occurred during his
employment.
2. Severance Compensation.
(a) Severance. For the period from January 1, 1997 through January
31, 1998, the Company will pay to Xx. Xxxxxx $22,083.33 per month, and shall
continue to provide medical and hospitalization insurance to Xx. Xxxxxx with
the same coverage (including any spouse and dependent coverage) and in the
same amounts as the insurance maintained by the Company immediately prior to
such termination of employment. The above monthly payments shall be paid in
monthly or other regular periodic installments no less frequent than monthly.
The Company may withhold from such benefits normal withholding for federal,
state, city and other taxes to the extent such taxes are required to be
withheld under applicable law.
(b) Termination of Employment Agreement. As of the Effective Date,
the Employment Agreement dated as of February 1, 1996, between the Company
and Xx. Xxxxxx, and amended as of August 1, 1996, is terminated and cancelled
and shall be of no further force or effect, except as otherwise provided in
Section 2(a).
(c) No Other Payments or Benefits. Xx. Xxxxxx will not be entitled to
any other payments or benefits whatsoever, including participation after the
Effective Date in any employee benefit plans or executive bonus plans, except
as otherwise provided in section 2(a). For no purpose (including
contributions under employee benefit plans, the 1996 Executive Bonus Plan,
vacation benefits, or other benefits) shall the payments and benefits
described in this Section 2 be considered salary to Xx. Xxxxxx or be deemed
to continue his employment beyond December 20, 1996.
3. Complete Release. In consideration for the Severance Compensation
described in Section 2 and continued health and dental coverage for the life
of this Agreement (at Xx. Xxxxxx'x normal contribution rate), which Xx.
Xxxxxx agrees is sufficient consideration and is in excess of anything of
value to which Xx. Xxxxxx is otherwise entitled, including any earned wages
or benefits due and owing him, Xx. Xxxxxx releases, waives, and fully
discharges the Company and all present and former employees, officers,
directors, shareholders, and agents of the Company, from any and all charges,
causes of action, damages, claims or demands, whether known or unknown at
this time, arising out of, connected with, or based on Xx. Xxxxxx'x
employment and separation from employment with the Company, including, but
not limited to, those based on contract, personal injury, tort, common law,
employment discrimination, the Age Discrimination in Employment Act of 1967
(as amended) ("ADEA") and any and all other federal, state, or local laws or
ordinances.
4. Termination of Prior Agreements. This Agreement supersedes all prior
understandings and agreements between the Parties (written or otherwise)
except for (i) the Split Dollar Agreement Collateral Assignment Form, dated
January 31, 1992, between Xx. Xxxxxx and the Company, and (ii) Xx. Xxxxxx'x
right to indemnification in accordance with Article VI of the Company's
Bylaws. Xx. Xxxxxx acknowledges that he is not entitled to any severance or
termination payments whatsoever in connection with the termination of his
employment with the Company, except as otherwise provided in Section 2.
5. Miscellaneous.
(a) Successors. This Agreement will be binding upon the Parties and
their respective successors, assigns, heirs, executors and administrators.
(b) Governing Law. The laws of the State of Michigan shall govern
this Agreement, its construction, and the determination of any rights, duties
or remedies of the parties arising out of or relating to this Agreement.
(c) Counterparts. This Agreement may be signed in counterparts, both
of which together will be deemed an original of this Agreement.
(d) Entire Agreement: Amendment. This Agreement constitutes the
entire agreement of the Parties with respect to the subject matter of the
Agreement: this Agreement may be amended only by a written instrument
executed by both Parties.
(e) Severability. The provision of this Agreement will be deemed
severable, and if any part of any provision is held illegal, void or
unenforceable under applicable law, such provision may be changed to the
extent necessary to make the provision, as so changed, legal, valid, binding
and enforceable. If any provision of this Agreement is held illegal, void,
invalid or unenforceable in its entirety, the remaining provisions of this
Agreement will not in any way be affected or impaired but will remain valid,
binding and enforceable in accordance with their terms.
(f) Additional. The parties agree that Xx. Xxxxxx is not waiving
rights or claims that may arise after the date this Agreement is executed.
Xx. Xxxxxx has been advised to consult with an attorney prior to executing
this Agreement. Xx. Xxxxxx has been given a period of at least 21 days within
which to consider this Agreement, and that for a period of seven days
following the execution of this Agreement he may revoke it. This Agreement is
not effective until this revocation period has expired.
IN WITNESS WHEREOF, the Parties have signed this Agreement on the date set
forth in the introductory paragraph above.
XXXXXXXX STORES INC.
By: /s/ Xxxx X. Xxxxxxx
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Its: Vice Chairman
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XXXXXXXX STORES REALTY COMPANY
By: /s/ Xxxx X. Xxxxxxx
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Its: Vice Chairman
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XXXXXXXX CREDIT CORP.
By: /s/ Xxxx X. Xxxxxxx
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Its: Vice Chairman
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/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
