1 EXHIBIT 10.1
TERMINATION AGREEMENT
AND
GENERAL RELEASE AND WAIVER
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This Termination Agreement and General Release and Waiver
("Agreement") is made and entered into this 24th day of March, 1997,
between J. Xxxx Xxxxxxxx (hereinafter "you" or "your") and Sun Company,
Inc., on behalf of itself and its subsidiaries ("Company").
WHEREAS, you are an employee of the Company who will be terminating
employment effective June 30, 1997; and
WHEREAS, the Company has agreed to offer to you enhanced termination
benefits in connection with such termination, and you have agreed to a
release and waiver of claims.
NOW, THEREFORE, in consideration of the mutual promises hereinafter
set forth, this Agreement replaces and supersedes all other agreements,
oral or written, between you and the Company concerning your employment,
separation or retirement, and you and the Company agree as follows:
A. BASIC TERMS
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1. Effective July 1, 1997, you will retire from the Company. Your
retirement benefit will be calculated based upon the terms and
conditions of the Sun Company, Inc. Retirement Plan (SCIRP).
2. Effective July 1, 1997, you will be entitled to receive a
supplemental retirement benefit equal to the difference between
the benefit calculated under the Sun Executive Retirement Plan
(SERP) (which is adjusted by providing an additional five (5)
years, allocated between age and service in such a manner as
produces the maximum benefit) and the basic retirement benefit
payable under SCIRP. Exhibit A delineates your total retirement
benefits.
3. Effective July 1, 1997, you (or your beneficiary in the event of
your death) will begin to receive severance payments of $5,418
per month for 138 months until you reach age 62. Alternatively,
you may elect to receive a single lump-sum payment as illustrated
in Exhibit B.
4. You will be eligible to exercise stock options for up to five (5)
years after retirement under the terms and conditions of the Sun
Company, Inc. Long-Term Incentive Plan and Executive Long-Term
Stock Investment Plan.
5. Upon Retirement, you will be entitled to medical insurance in
accordance with the Company's retiree medical program.
6. Upon retirement, you will be eligible to participate in the
Company's retiree death benefits program.
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7. You may continue to utilize the financial counseling program
until July 1, 1997. (Your account balance available for use
through July 1, 1997 is $9,500.) Any balance remaining at
termination will be paid to you in a single lump sum.
8. You will be provided individual executive career transition
assistance through either Xxxxxxx Consulting or Manchester
Partners, or through a mutually acceptable vendor at a cost not
to exceed $18,000.
9. Any unused vacation remaining at the time of your retirement,
will be paid to you in a single lump sum at termination.
10. You will be entitled to maintain your Company paid parking pass
and Pyramid Club membership through June 30, 1997.
11. You will be provided access to the Company's voicemail system
until July 1, 1997.
12. Nothing contained in this Agreement or in the Full and Final
General Release shall limit or affect your continuing protection
under the Indemnification Agreement by and between you and the
Company, dated as of February 1, 1996 ("Indemnification
Agreement"), which Indemnification Agreement shall continue in
full force and effect in accordance with its terms, and includes
indemnification with respect to two pending civil actions styled
Xxxxxx Xxxx v. Sun Company, Inc. et. al., Civil Action Law No.
323, Court of Common Pleas, Philadelphia County, and Xxxxxx Xxxx
v. Sun Company, Inc. et. al., Civil Action No. 95-CV-7646, United
States District Court for the Eastern District of Pennsylvania.
13. All questions or requests for further information should be
referred to Xxx Xxxxxx at (000) 000-0000, who will work with you
on arrangements and payments.
B. GENERAL RELEASE
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1. You acknowledge that there are various local, state and federal
laws that prohibit employment discrimination based on age, sex,
race, color, national origin, citizenship, religion, disability
or veteran status and that these laws are enforced through the
Equal Employment Opportunity Commission (EEOC), Department of
Labor, and state human rights agencies.
2. In consideration of the enhanced benefits provided to you under
this Agreement, in particular with respect to Paragraphs A.2 and
A.3, you agree to completely release, relinquish, waive and
discharge the Company, its subsidiaries and all other related
corporate entities, its and their employees, officers, directors,
agents and successors (hereinafter "Company") from all claims,
liabilities, demands and causes of action known or unknown, fixed
or contingent (including claims or rights arising under the Age
Discrimination in Employment Act of 1967, as amended), which you
may have or claim to have against the Company arising out of or
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in any way related to your employment with Company or the
termination of that employment. This includes, but is not
limited to, a release of any rights or claims you may have under:
(a) The Age Discrimination in Employment Act, which prohibits
age discrimination in employment;
(b) Title VII of the Civil Rights Act of 1964, as amended by the
Civil Rights Act of 1991, which prohibits discrimination in
employment based on race, color, national origin, religion
or sex;
(c) Any other federal, state or local laws or regulations
prohibiting employment discrimination;
(d) Breach of any express or implied contract claims;
(e) Wrongful termination or any other tort claims, including
claims for attorney's fees, whether based on common law, or
otherwise.
Exceptions: By signing this release, you do not waive your right
to: (a) Claims arising under any applicable Worker's
Compensation laws; (b) Any claims which the law states may not be
waived; and (c) your vested rights under the regular employment
plans of the Company, in effect as of the date this Release was
given to you.
3. It is mutually understood that this release does not have any
effect on any claims that you may have that arise after the date
this Agreement is signed.
4. You promise not to file any lawsuit asserting any cause of action
or claims released in Paragraph B.2 or Exhibit C. If you violate
this release by suing the Company, you agree that you will pay
all costs and expenses of defending against the suit by the
Company, including reasonable attorneys' fees.
5. You agree to keep all the terms of this Agreement completely
confidential, and you will not disclose any information
concerning this Agreement to anyone other than your immediate
family and your personal legal and tax advisors.
6. You agree that nothing in this Agreement shall, in any way, be
construed as an admission by the Company of any acts of
impermissible discrimination against you or any other person; and
the Company specifically disclaims any liability to you or any
acts of impermissible discrimination against you or any other
person on the part of itself, its employees, or its agents.
7. This release and waiver includes, but is not limited to, any and
all claims by you for attorneys' fees and costs incurred by you
or on your behalf in connection with your employment termination.
8. This Agreement will be construed in accordance with the laws of
the Commonwealth of Pennsylvania.
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9. You agree that you will execute the document attached to this
Agreement as Exhibit C, entitled Full and Final General Release,
at the time this Agreement is signed. The parties agree that in
the event said release is not executed at said time, this
Agreement shall be null and void and of no binding effect on
either party. In addition, you agree that at retirement, upon
the Company's request, you will execute another such release in
the same form with only the date changed.
10. You are advised to consult with an attorney prior to your signing
this Agreement.
11. You will have a period of twenty-one (21) days within which to
consider this Agreement.
12. You will be permitted to revoke this Agreement for a period of at
least seven (7) days following your execution of this Agreement,
and the Agreement shall not become effective or enforceable until
the revocation period has expired.
13. You acknowledge and agree that you have carefully read and fully
understand all the provisions of this Agreement which sets forth
the entire agreement between you and the Company on the subjects
covered herein, and you acknowledge that you have not relied upon
any representation or statement, written or oral, not set forth
in this Agreement.
In Witness Whereof, we the undersigned, either individually or on
behalf of the Company, declare that we have read the foregoing and
voluntarily agree to the conditions and obligations set forth herein.
s/Xxxxxx X. Xxxxxxx s/J. Xxxx Xxxxxxxx
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Witness J. Xxxx Xxxxxxxx
s/Xxxxx Xxxxxx s/Xxxxxx X. Xxxxxxxx
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Witness Xxxxxx X. Xxxxxxxx
Chief Executive Officer
Sun Company, Inc.
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EXHIBIT A
J. XXXX XXXXXXXX
ESTIMATED RETIREMENT BENEFITS*
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SUN EXECUTIVE RETIREMENT PLAN (SERP) plus 5 Years Added to Age
Monthly $11,076
Lump Sum $1,856,000
Section 415 of the IRS code limits amounts that can be paid from
a qualified plan and hence subject to favorable tax treatment.
Of the totals above, the following Section 415 limits have been
estimated:
Monthly $1,050
Lump Sum $167,000
* Projected benefits as of 7/1/97 and based upon February, 1997
PBGC factor. Actual retirement benefit for July 1, 1997
retirement will be calculated on or about June 15, 1997. At that
time the PBGC factor for July, 1997 retirements will be known.
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EXHIBIT B
J. XXXX XXXXXXXX
XXXXXXXXX PAY
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$5,135 Base salary per week
x 52
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$267,020 Annualized salary
x 1.40 Guideline bonus of 40%
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$373,828 Base salary plus Bonus (1xTCC)
x 2
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$747,656 2xTCC
138 divided by # Months to Age 62
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= $5,418* Per month for 138**months to Age 62 for a total
payment stream of $747,684
*Alternatively, a lump sum payment may be elected based upon the
discount factor in effect for July, 1997 retirements. To
illustrate, using 120% of the February, 1997 PBGC rate of 4.75%
results in a discount factor of 5.7% and a lump sum amount of
$547,515.
**Based upon a July 1, 1997 retirement.
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EXHIBIT C
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
FULL AND FINAL GENERAL RELEASE
FOR AND IN CONSIDERATION of the SUM OF ONE DOLLAR AND OTHER VALUABLE
CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged,
J. Xxxx Xxxxxxxx ("Xx. Xxxxxxxx") for himself, his attorneys, his heirs,
executors, administrators, successors, and assigns, does hereby fully,
finally and forever release and discharge Sun Company, Inc., and its
related or subsidiary companies, their predecessors, successors, assigns,
partners, officers, directors, agents, representatives, attorneys, and
employees (collectively, the "Company"), of and from all claims, demands,
actions, causes of action, suits, damages, losses, expenses, and
controversies of any and every nature whatsoever arising from the beginning
of time until the date of this Release including, but not limited to, those
claims arising from or relating in any way to Xx. Xxxxxxxx'x employment and
the termination of his employment with the Company, and any claims arising
under any federal, state, or local laws prohibiting employment
discrimination, or claims growing out of any legal restrictions on the
Company's right to terminate its employees, including, but not limited to,
the Age Discrimination in Employment Act, the Fair Labor Standards Act,
excepting only claims under applicable Workers' Compensation and
Unemployment Statutes. Also included in this release are any claims
arising under federal, state, or local laws prohibiting retaliatory
discharge or other unfavorable retaliatory employment treatment. This Full
and Final Release shall not release either Xx. Xxxxxxxx or the Company from
their respective obligations to each other under the Termination Agreement
and General Release and Waiver.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
26th day of March, 1997.
s/J. Xxxx Xxxxxxxx
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J. Xxxx Xxxxxxxx
This 26th day of March, 1997, appeared before me J. Xxxx Xxxxxxxx, to
me personally known, and executed the foregoing document under oath as his
free act and deed.
s/ Xxxxxx Xxx Xxxxxxx
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Notary Public
