This agreement
(this “Agreement”) is entered into on this 11th day of
August, 2005, by and between Cavco Industries, Inc.
(“Cavco”) and Sean K. Nolen
(“Mr. Nolen”).
A. Mr. Nolen
is an executive of Cavco. On or about June 30, 2003, Cavco and
Mr. Nolen entered into an Employment Agreement (the
“Employment Agreement”).
B. The
parties mutually agree that it is in their respective best
interests to terminate the Employment Agreement and to agree to
certain terms regarding Mr. Nolen’s employment and
compensation.
1. Termination of Employment Agreement. The
Employment Agreement is terminated as of the date hereof. In
addition, Mr. Nolen desires to resign, and hereby resigns, as
an officer of Cavco, and as an officer, director, manager, trustee
or administrator (or in any other representative capacity) of or
with respect to any subsidiary, affiliate or employee benefit plan
of Cavco, all effective as of the date hereof. Immediately
following the termination of the Employment Agreement,
Mr. Nolen is and will be an employee of Cavco through and
ending at the close of business on December 31, 2005, and in
such capacity he agrees to provide such services from time to time
upon the request of Cavco as Cavco deems necessary for the business
or operations of Cavco or its subsidiaries and which are related to
the services he provided as an employee of Cavco prior to the date
of this Agreement. Mr. Nolen expressly waives and releases
Cavco from any and all payment obligations set forth in the
Employment Agreement.
2. Base Salary. While Mr. Nolen is an employee
of Cavco, Cavco agrees that it will pay Mr. Nolen a base
salary of $13,125.00 per month payable in accordance with
Cavco’s customary payroll practices.
3. Consulting Services. During the three-month period
following the termination of Mr. Nolen’s employment with
Cavco, Cavco agrees to retain Mr. Nolen as a consultant, and
Mr. Nolen agrees to provide consulting services from time to
time upon the request of Cavco as Cavco deems necessary for the
business or operations of Cavco or its subsidiaries, at a rate of
$13,125.00 per month payable in accordance with Cavco’s
customary payroll practices. The parties will work together to
ensure that such consulting services do not unnecessarily interfere
with Mr. Nolen’s further employment and/or employment
opportunities. However, the retention of Mr. Nolen as a
consultant is expressly conditional on Mr. Nolen’s
execution (and non-revocation) of (a) promptly after execution
of this Agreement, an additional full release and waiver of Cavco
with respect to claims relating to the Age Discrimination in
Employment Act or similar laws and (b) promptly after
termination of employment from Cavco, an additional general release
and waiver of Cavco, in each case in form and substance (including
scope) satisfactory to Cavco and similar to the release set forth
in paragraph 4 hereof.
4. Release of Claims. In consideration of the
promises and payments set forth in this Agreement, Mr. Nolen,
on behalf of himself and his heirs or assigns, expressly releases
Cavco and its affiliates, and their respective directors, officers,
employees, agents and representatives, from any and all claims,
complaints, causes of action, and demands of any kind, whether
known or unknown, which Mr. Nolen has, ever has had, or may
have and which are based on acts or omissions which Mr. Nolen
knew or should have known about at the time of the signing of this
Agreement, including but not limited to any claims brought under
his Employment Agreement.
This
release is a FULL WAIVER AND RELEASE and includes, without
limitation, all rights and claims arising under Title VII of the
Civil Rights Act of 1964, as amended; the Americans with
Disabilities Act; the Family and Medical Leave Act; the Employee
Retirement Income Security Act of 1974; the Fair Labor Standards
Act; the Age Discrimination in Employment Act; the Rehabilitation
Act of 1973; the Arizona Civil Rights Act; the Consolidated Omnibus
Budget Reconciliation Act; the Fair Labor Standards Act; the
Arizona Employment Protection Act; and/or any other federal, state,
or local law or regulation. This release also includes any contract
or tort causes of action arising from or in any way related to
Mr. Nolen’s Employment Agreement or employment
relationship with Cavco or any of Cavco’s affiliates,
including any claims for wrongful discharge, retaliatory discharge,
breach of contract, breach of covenant of good faith and fair
dealing and/or prima facie tort.
5. Non-Compete. During the term of
Mr. Nolen’s employment with Cavco hereunder and during
the 15-month period following the termination of
Mr. Nolen’s employment with Cavco, Mr. Nolen will not
directly or indirectly engage in (whether as an employee,
consultant, proprietor, shareholder, partner, director, or
otherwise), or have any ownership interest in, or participate in
the financing, operation, management or control of any person,
firm, corporation or business that engages in designing,
manufacturing or selling manufactured housing, park model homes
and/or cabins in the States of Arizona, California, Nevada, New
Mexico, Texas, Colorado or Utah or any other states where Cavco or
its affiliates do business or that otherwise directly or indirectly
competes with Cavco or its affiliates, absent Cavco’s prior
written approval upon instructions of its Board of
Directors.
6. Non-Solicitation. During the term of
Mr. Nolen’s employment with Cav
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