Exhibit 10(d)
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT dated as of August 7, 1998, between THE PITTSTON COMPANY, a
Virginia corporation ("the Company"), and Xxxxxx X. Xxxxxx (the "Executive").
The Executive is to be employed by the Company in a senior executive capacity.
The Company and the Board anticipate that the Executive's contribution to the
growth and success of the Company will be substantial. The Board desires to
reinforce and encourage the attention and dedication by the Executive to the
Company's affairs as a member of the Company's senior management. The Company
believes it to be in the best interests of the Company and its shareholders to
identify and agree upon certain benefits and obligations of the Executive in the
event of the termination of his services and to record those matters in this
severance agreement (the "Agreement").
SECTION 1. Definitions. As used in this Agreement:
(a) "Board" means the Board of Directors of the Company.
(b) "Cause" means (i) an act or acts of dishonesty on the Executive's part which
are intended to result in the Executive's substantial personal enrichment at the
expense of the Company or (ii) repeated material violations by the Executive of
the Executive's obligations hereunder which are demonstrably willful and
deliberate on the Executive's part and which have not been cured by the
Executive within a reasonable time after written notice to the Executive
specifying the nature of such violations. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause without (1)
reasonable notice to the Executive setting forth the reasons for the Company's
intention to terminate for Cause, (2) an opportunity for the Executive, together
with his counsel, to be heard before the Board, and (3) delivery to the
Executive of a Notice of Termination from the Board finding that in the good
faith opinion of three-quarters (3/4) of the Board the Executive was guilty of
conduct set forth above in clause (i) or (ii) hereof, and specifying the
particulars thereof in detail.
(c) "Date of Termination" means (i) if the Executive's employment is terminated
by the Company for Cause or by the Executive for Good Reason, the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be, (ii) if the Executive's employment is terminated by the Company
other than for Cause or Incapacity, the Date of Termination shall be the date on
which the Company notifies the Executive of such termination, and (iii) if the
Executive's employment is
terminated by reason of death or Incapacity, the Date of Termination shall be
the date of death of the Executive or the effective date of the Incapacity, as
the case may be.
(d) "Disposition Date" means the earlier of (i) the date of sale, lease,
exchange or other direct or indirect transfer to a person unaffiliated with the
Company of greater than fifty (50%) percent of the assets or shares of Brink's,
Incorporated, Brink's Home Security, Inc., Pittston Coal Company, BAX Global
Inc. or Pittston Mineral Ventures Company, any direct or indirect parent company
of any of the aforementioned companies, or any successor to any such company or
parent company, (ii) the date of the first public announcement of any such sale,
lease, exchange or other transfer which is subsequently completed, and (iii) the
Operative Date (as defined in the Executive Agreement dated as of August 7,
1998, between the Company and the Executive, as the same may from time to time
be amended).
(e) "Good Reason" means:
(i) without the Executive's express written consent and excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company or its affiliates promptly after receipt of
notice thereof given by the Executive, (A) the assignment to the Executive of
any duties inconsistent in any respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 3(i)(A) hereof, or (B) any other
action or inaction by the Company or its affiliates which results in a
diminution in such position, authority, duties or responsibilities;
(ii) without the Executive's express written consent, the Company's requiring
the Executive's work location to be other than as set forth in Section 3(i);
(iii) any failure by the Company to comply with and satisfy Section 10(a); or
(iv) any breach by the Company of any other material provision of this
Agreement.
(f) "Incapacity" means any physical or mental illness or disability of the
Executive which continues for a period of six consecutive months or more and
which at any time after such six-month period the Board shall reasonably
determine renders the Executive incapable of performing his or her duties during
the remainder of the Employment Period.
SECTION 2. Term of Employment Period. This Agreement shall commence on the date
hereof and shall continue in effect for so long as the Executive shall be
employed by the Company or any of its affiliates(the "Employment Period"). In
the event a Change in Control (as defined in the Executive Agreement dated as of
August 7, 1998, between the Company and the Executive, as the same may
from time to time be amended) shall occur during the Employment Period, this
Agreement shall be unaffected thereby (except as provided in Section 1(d) and
Sections 4(a)(i)(B), 4(a)(ii) and 4(a)(iii)), it being the intention of the
parties hereto that their rights and obligations shall be governed by the terms
of both such agreements such that, in the event of a conflict in terms, the
benefits most favorable to the Executive shall apply; provided that there shall
be no duplication of benefits as a result of the operation of both agreements.
SECTION 3. Terms of Employment. Position and Duties. (i) During the Employment
Period: (A) the Executive's position (including status (for example, base salary
and target bonus), offices, titles and reporting requirements), authority,
duties and responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and assigned
immediately prior to any change thereof, and (B) the Executive's services shall
be performed at the location at which the Executive was based on the date hereof
and the Company shall not require the Executive to travel on Company business to
a substantially greater extent than required immediately before the date hereof,
except for travel and temporary assignments which are reasonably required for
the full discharge of the Executive's responsibilities and which are consistent
with the Executive's being so based.
(ii) During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees to devote
reasonable attention and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. All such services as an employee or officer will be subject to
the direction and control of the Chief Executive Officer of the Company or of an
appropriate senior official designated by such Chief Executive Officer.
SECTION 4. Obligations of the Company Upon Termination of Employment. (a)
Termination for Good Reason or for Reasons Other Than for Cause, Death or
Incapacity. If the Company shall terminate the Executive's employment other than
for Cause or Incapacity or the Executive shall terminate his or her employment
for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash (or in stock if
provided by a relevant plan), by the later of (I) 30 days after the Date of
Termination and (II) 10 business days after execution (without subsequent
revocation) by the Executive of the Release required by Section 8(b) of this
Agreement, as defined herebelow, the aggregate of the following amounts:
(A) the sum of (1) the Executive's currently effective annual base salary
through the Date of
Termination to the extent not theretofore paid, (2) the product of (x) a bonus
("Annual Bonus") not less than the aggregate amount of the Executive's highest
bonus award under the Key Employees Incentive Plan or any substitute or
successor plan for the last three calendar years preceding the Date of
Termination and (y) a fraction, the numerator of which is the number of days in
the current fiscal year through the Date of Termination, and the denominator of
which is 365, (3) any compensation previously deferred by the Executive and any
amounts matched by the Company, whether vested or unvested (together with any
accrued interest or earnings thereon and all amounts attributable thereto, (4)
an amount equal to the value of those unvested benefits payable in stock or cash
which unvested benefits cannot be the subject of accelerated vesting by reason
of the terms of the relevant plans) and (5) any accrued vacation pay, in each
case to the extent not theretofore paid (the sum of the amounts described in
clauses (1) through (5) shall be hereinafter referred to as the "Accrued
Obligations"); and
(B) the amount equal to the product of (1) two and (2) the sum of (x) the
Executive's annual base salary and (y) his or her Annual Bonus; provided,
however that the multiplier in clause (i)(B)(1) of this Section 4(a) shall be
"three" if any such termination of the Executive by the Company for other than
Cause or Incapacity or the Executive for Good Reason were to occur subsequent to
a Disposition Date;
(ii) in addition to the retirement benefits to which the Executive is entitled
under the Company's Pension-Retirement Plan and Pension Equalization Plan or any
successor plans thereto (collectively, the "Pension Plans"), the Company shall
pay the Executive the excess of (x) the retirement pension which the Executive
would have accrued under the terms of the Pension Plans (without regard to any
amendment to the Pension Plans made subsequent to the date hereof, which
amendment adversely affects in any manner the computation of retirement benefits
thereunder), determined as if the Executive were fully vested thereunder and had
accumulated (after the Date of Termination) twenty-four additional months (or
thirty-six if such Date of Termination occurs on or after a Disposition Date) of
Benefit Accrual Service credit (as such term is defined in the Pension Plans)
thereunder and treating the amounts paid under clause (i)(B) of this Section
4(a) as compensation paid during a twenty-four (or thirty-six, as the case may
be) month period for purposes of calculating Average Salary and benefits under
the Pension Plans, over (y) the retirement pension which the Executive had then
accrued pursuant to the provisions of the Pension Plans;
(iii) for two years after the Executive's Date of Termination (or three years if
such Date of Termination occurs on or after a Disposition Date), or such longer
period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue benefits to the Executive and/or
the Executive's family at least equal to those which would have been provided to
them in accordance with benefit plans, programs, practices and policies,
including, without limitation, medical, disability, group life, accidental death
and travel accident insurance plans and programs, if the Executive's employment
had not been terminated or, if more favorable to the Executive, as in effect
generally at any time thereafter, provided, however, that if the Executive
becomes reemployed with another employer and is eligible to receive medical
benefits under another employer-provided plan, the medical benefits shall be
secondary to those provided under such other plan during such applicable period
of eligibility and further provided, however, that the rights of the Executive
and/or the Executive's family under Section 4980B(f) of the Code shall commence
at the end of such two-year (or three-year, as the case may be) period;
(iv) the Company shall, at its sole expense as incurred, provide the Executive
with reasonable out- placement services for a period of up to two years from the
Date of Termination, the provider of which shall be selected by the Executive in
his or her sole discretion;
(v) the Company shall cause to be accelerated and immediately vested and
exercisable all unexercised stock options granted before the Date of
Termination, whether or not such options are exercisable on the Date of
Termination, including, without limitation, the equity retention options granted
in 1993, regardless of whether the retention or non-sale conditions thereto have
been satisfied;
(vi) to the extent not theretofore paid or provided, the Company shall timely
pay or provide to the Executive any other vested amounts or benefits required to
be paid or provided or which the Executive is eligible to receive under any
plan, program, policy or practice or contract or agreement of the Company and
its affiliates, including earned but unpaid stock and similar compensation (such
other amounts and benefits shall be hereinafter referred to as the "Other
Benefits").
(b) Death or Incapacity. If the Executive's employment is terminated by reason
of the Executive's death or Incapacity during the Employment Period, this
Agreement shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) timely payment of
Accrued Obligations and (ii) provision by the Company of death benefits or
dis-
ability benefits for termination due to death or Incapacity, respectively, as in
effect at the date hereof or, if more favorable to the Executive, at the
Executive's Date of Termination.
(c) Cause; Other than for Good Reason. If the Executive's employment shall be
terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligation of the Company to the Executive other than
timely payment to the Executive of (x) the Executive's currently effective
annual base salary through the Date of Termination, (y) the amount of any
compensation previously deferred by the Executive and any and all amounts
matched by the Company or any of its affiliates, including, without limitation,
all proceeds thereof and all amounts attributable thereto, and (z) Other
Benefits, in each case to the extent theretofore unpaid. If the Executive
voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason, this Agreement shall terminate without further
obligations to the Executive, other than for the timely payment of Accrued
Obligations and Other Benefits.
SECTION 5.
(a) Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any plan, program, policy
or practice provided by the Company or any of its affiliates and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliates. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
Affiliates at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.
(b) Additional Compensation. Nothing in this Agreement shall prevent or limit
the Company's ability to augment the benefits payable pursuant to this Agreement
in the event that in the judgment of the Chairman of the Company or the Board of
Directors it is deemed appropriate to provide additional compensation and/or
benefits to the Executive as a result of facts and circumstances deemed relevant
by the Chairman or the Board of Directors.
SECTION 6. No Mitigation. The Company agrees that, if the Executive's employment
is terminated during the term of this Agreement for any reason, the Executive is
not required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive hereunder. Further, except as provided in
Section 4(iii) hereof, the amount of any payment or benefit provided hereunder
shall not be reduced by any compensation earned by the Executive as the result
of employment by another employer, by retirement benefits, by offset against any
amount claimed to
be owed by the Executive to the Company, or otherwise.
SECTION 7. Confidential Information. The Executive will not, during the
Employment Period or for a period of three years following a Termination of
Employment, disclose or reveal to any person, firm or corporation (other than to
employees of the Company and its agents and then only as required on a
need-to-know basis in the performance of such employee's or agent's duties) or
use (except as required in the performance of his duties hereunder) any trade
secrets (such as, without limitation, processes, formulae, programs or data) or
other confidential information relating to the business, techniques, products,
operations, customers, know-how and affairs of the Company or any of its
affiliates. All business records, notes, magnetic or electronic media, papers
and documents (including, without limitation, customer lists, estimates, market
surveys, computer programs and correspondence) kept or made by the Executive
relating to the business or products of the Company or any of its affiliates
shall be and remain the property of the Company or the affiliate and shall be
promptly delivered to the Company upon termination of the Employment Period.
SECTION 8. Full Settlement and Form of Release.
(a) Subject to full compliance by the Company with all of its obligations under
this Agreement, this Agreement shall be deemed to constitute the settlement of
such claims as the Executive might otherwise be entitled to assert against the
Company by reason of the termination of the Executive's employment for any
reason during the Employment Period. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. The Company agrees to pay as incurred, to the full extent
permitted by law, all legal fees and expenses which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof.
(b) It is expressly agreed by the parties that the benefits provided for under
this Agreement are substantial, and would not be provided without a prior
release (without subsequent revocation) by the Executive of other claims against
the Company and its affiliates. To record that release, upon any termination of
employment pursuant to Section 4(a) of this Agreement, the Executive and the
Company agree to deliver to each other a written release in the form attached to
this Agreement as Exhibit A (the "Release").
SECTION 9. Certain Additional Payments by the Company. Anything in this
Agreement to the contrary
notwithstanding, in the event that it shall be determined that any payment or
distribution by the Company to or for the benefit of the Executive (whether paid
or payable or distributed or distributable) pursuant to the terms of this
Agreement or otherwise (collectively, the "Payments") but determined without
regard to any additional payments required under this Section 9, would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended, the Executive shall be entitled to receive an additional
payment (the "Gross-Up Payment") in an amount equal to (i) the amount of the
excise tax imposed on the Executive in respect of the Payments (the "Excise
Tax") plus (ii) all federal, state and local income, employment and excise taxes
(including any interest or penalties imposed with respect to such taxes) imposed
on the Executive in respect of the Gross-Up Payment, such that after payments of
all such taxes (including any applicable interest or penalties) on the Gross-Up
Payment, the Executive retains a portion of the Gross-Up Payment equal to the
Excise Tax.
SECTION 10. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company, by agreement, in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to the effectiveness of
any such succession will be a breach of this Agreement and entitle the Executive
to compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder had the Company terminated the
Executive for reason other than Cause or Incapacity on the succession date. As
used in this Agreement, "the Company" means the Company as defined in the
preamble to this Agreement and any successor to its business or assets which
executes and delivers the agreement provided for in this Section 10 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law or otherwise.
(b) This Agreement shall be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
SECTION 11. Non-assignability. This Agreement is personal in nature and neither
of the parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder, except as
provided in Section 10 hereof. Without limiting the foregoing, the Executive's
right to receive payments hereunder shall not be assignable or transferable,
whether by pledge, creation of a security interest or otherwise, other than a
transfer by his or her will or by the laws of descent or distribution, and, in
the event of any attempted assignment
or transfer by the Executive contrary to this Section, the Company shall have no
liability to pay any amount so attempted to be assigned or transferred.
SECTION 12. Notices. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Xxxxxx X. Xxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
If to the Company: The Pittston Company
0000 Xxxxxxxx Xxxxxx Xxxxxxx
X.X. Xxx 0000
Xxxx Xxxxx, XX 00000-0000
Attention of Corporate
Secretary
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
SECTION 13. Operation of Agreement; Survival of Obligations. This Agreement
shall be effective immediately upon its execution and continue to be effective
so long as the Executive is employed by the Company or any of its affiliates;
provided, however, that the parties' respective obligations hereunder shall
survive the termination of the Executive's employment for any reason.
SECTION 14. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the Commonwealth
of Virginia without reference to principles of conflict of laws.
SECTION 15. Miscellaneous. (a) This Agreement contains the entire understanding
with the Executive with respect to the subject matter hereof and supersedes any
and all prior agreements or understandings, written or oral, relating to such
subject matter. No provisions of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is agreed to in writing
signed by the Executive and the Company.
(b) The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this
Agreement.
(c) Except as provided herein, this Agreement shall not be construed to affect
in any way any rights or obligations in relation to the Executive's employment
by the Company or any of its affiliates prior to the date hereof or subsequent
to the end of the Employment Period. It is expressly understood that subject to
the terms of the
Executive Agreement referred to in Section 2 hereof, the Executive remains an
employee at the will of the Company.
(d) This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same Agreement.
(e) The Company may withhold from any benefits payable under this Agreement all
Federal, state, city or other taxes as shall be required pursuant to any law or
governmental regulation or ruling.
(f) The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the day and year first above set forth.
THE PITTSTON COMPANY,
by /s/ Xxxxxxx X. Xxx
Xxxxxxx X. Xxx
President and Chief
Executive Officer
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
EXHIBIT A
RELEASE dated as of ___________________, between Xxxxxx X. Xxxxxx, residing in
the Commonwealth of Virginia (the "Executive") and THE PITTSTON COMPANY, a
Virginia corporation (the "Company").
Subject to the provisions of the penultimate paragraph of this Release, for good
and valuable consideration, receipt of which is hereby acknowledged, the
Executive hereby releases and forever discharges the Company and its affiliates,
absolutely and forever, of and from any and all claims, acts, damages, demands,
benefits, accounts, liabilities, obligations, liens, costs, rights of action,
claims for relief and causes of action of every nature and kind whatsoever, in
law and in equity, both known and unknown, which the Executive ever had, now has
or might in the future have against the Company and/or its affiliates,
including, but not limited to any and all claims, acts, damages, demands,
benefits, accounts, liabilities, obligations, liens, costs, rights of actions,
claims for relief and causes of action in any way connected with, related to
and/or resulting from the Executive's employment with the Company and its
affiliates, the termination of such employment, possible rights or claims
arising under the Age Discrimination in Employment Act of 1967, and the
compensation, calculation, determination and payment under any and all stock and
benefit plans and termination agreements operative between the Executive and the
Company, including but not limited to claims for bonus or other incentive
compensation, salary, severance, "fringe" benefits, vacation, stock benefits,
retirement benefits, worker's compensation benefits, and unemployment benefits.
In addition, the Executive agrees not to support or participate in the
commencement of any suit or proceeding of any kind against the Company and its
affiliates or against their directors, officers, agents or employees with
respect to any act, event or occurrence or any alleged failure to act, occurring
up to and including the date of the execution of this Release.
The Executive hereby represents that he has not taken any action, directly or
indirectly, at any time on or prior to the date hereof, nor will he take any
such action for two (2) years after the date hereof, to do any of the following:
(a) initiate, seek, offer, propose, participate in, encourage or otherwise
facilitate (i) any acquisition of any securities or assets of the Company (as
defined below) (other than upon the exercise of the Executive's stock options),
(ii) any tender or exchange offer, merger or other extraordinary transaction
with respect to the Company or (iii) any solicitation of proxies or consents to
vote any voting securities of the Company;
(b) otherwise act, alone or with others, to seek to control or influence the
management, board of directors or policies of the Company (other than in
accordance with the instructions of the Chief Executive Officer of the Company);
or
(c) make any comments to third parties, the public or the media that could
reasonably be expected to portray the Company in an adverse light or cause
injury to the businesses and/or reputation of the Company;
provided, however, that nothing in this paragraph shall affect the obligations
of the Executive with respect to confidential information under Section 7 of the
Severance Agreement to which this Release was an Exhibit.
As used herein, the Executive refers to and includes the Executive and his
heirs, executors, administrators, representatives, legatees, devisees, agents,
family predecessors, attorneys, and the successors and
assigns of each of them. As used herein, references to the Company and to the
Company and/or its affiliates refer to and include The Pittston Company, a
Virginia corporation, and all past and present subsidiaries, divisions, parent
companies, affiliated and/or commonly controlled corporations, companies, and
enterprises, ventures, and projects, and all past and present officers,
directors, trustees, employees, representatives, agents and attorneys thereof,
and the successors and assigns of each of them.
The Company and the Executive hereby warrant and represent to each other that
there has been no assignment, conveyance, encumbrance, hypothecation, pledge or
other transfer of any interest in any matter covered by this Release, and hereby
agree to indemnify, defend, and hold each other harmless of and from any and all
claims, liabilities, damages, costs, expenses, and attorneys' fees incurred as a
result of anyone asserting any such assignment, conveyance, encumbrance,
hypothecation, pledge or transfer.
There is expressly reserved from the effect of this Release any claim which the
Executive may now or hereafter have regarding (a) the Severance Agreement to
which this Release was an Exhibit and the benefits provided for thereunder
including, without limitation, those benefits contemplated by Section 5 of such
Agreement and (b) the provisions of Article VIII of the Restated Certificate of
Incorporation of the Company, as in effect on the date hereof, which
indemnification obligation will continue in full force and effect for the
Executive's actions prior to the date hereof. Without limiting the generality of
the foregoing, also reserved from this Release are the Executive's entitlement
to pension, retirement and other benefits under the terms of the Company's
Pension-Retirement Plan, Pension Equalization Plan, Savings-Investment Plan,
Employee Stock Purchase Plan, Key Employees Deferred Compensation Program and
1988 Stock Option Plan, as amended. In addition, there is reserved from this
Release the Executive's entitlement to such medical and life insurance coverage
as may be provided from time to time under employee benefit plans available to
retired employees of the Company.
The Executive acknowledges that he has had at least twenty-one (21) days to
consider the meaning of this Release and that he should seek advice from an
attorney. Furthermore, once the Executive has signed this Release, he may revoke
this Release during the period of seven (7) business days immediately following
his signing hereof (the "Revocation Period"). This Release will not be effective
or enforceable until the Revocation Period has expired without revocation by the
Executive. Any revocation within this period must be submitted in writing to the
Company and signed by the Executive.
The Executive agrees that he has entered into this Release after having had the
opportunity to consult the advisor of his choice, including an attorney, with
such consultation as he deemed appropriate and has a full understanding of his
rights and of the effect of executing this Release, namely, that he waives any
and all non-excluded claims or causes of action against the Company regarding
his employment or termination of employment, including the waiver of claims set
forth above. The Executive further acknowledges that his execution of this
Release is made voluntarily and with full understanding of its consequences and
has not been coerced in any way. This Release may not be changed orally.
Capitalized terms not defined herein shall be as defined in the Agreement.
THE PITTSTON COMPANY
By:___________________________
______________________________
Xxxxxx X. Xxxxxx
COMMONWEALTH OF VIRGINIA,)
) ss.:
COUNTY OF HENRICO, )
On this ____ day of _______________ before me personally came Xxxxxx X. Xxxxxx,
to me known and known to me to be the individual described in and who executed
the foregoing Release, and duly acknowledged to me that he executed the same.
______________________________
Notary Public
COMMONWEALTH OF VIRGINIA,)
) ss.:
COUNTY OF HENRICO, )
On this ___ day of _______________ before me personally came _________________,
to me known and known to me to be the officer who executed the foregoing Release
on behalf of THE PITTSTON COMPANY, and he duly acknowledged to me that he
executed the same.
______________________________
Notary Public
