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SETTLEMENT, NON-COMPETITION AND
RELEASE AGREEMENT
This Settlement, Non-Competition and
Release Agreement (“Settlement and Release Agreement”)
is dated as of this 19th day of September, 2007 and is between
Proliance International, Inc. (the “COMPANY”) and David
Albert (the “EMPLOYEE”).
WHEREAS, the EMPLOYEE has had an
employment relationship with the COMPANY;
WHEREAS, the COMPANY wishes to ensure
that EMPLOYEE does not compete with the COMPANY following the
termination of such employment as provided herein; and
WHEREAS, the parties desire to
compromise and settle any and all matters that have arisen between
them with respect to such employment and the termination thereof,
upon the terms hereinafter set forth.
NOW THEREFORE, in consideration of the
mutual promises of the parties and other valuable and sufficient
consideration, and intending hereby to compromise and settle any
and all such matters, the parties hereto agree as
follows:
1. EMPLOYEE’s employment with
the COMPANY will terminate as of September 19, 2007, and he will
perform no services for the COMPANY thereafter; provided, that the
EMPLOYEE shall be reasonably available for a period of three months
following the date hereof to answer questions or provide other
transitional information to the COMPANY. EMPLOYEE hereby
irrevocably tenders, and the COMPANY hereby accepts,
EMPLOYEE’s resignation from all officer positions with the
COMPANY and all officer and director positions with the
COMPANY’s subsidiaries, in each case effective September 19,
2007.
2. In settlement of any and all
possible claims that arise or might arise, the COMPANY will pay
EMPLOYEE such compensation and provide such benefits for EMPLOYEE
as follows:
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A.
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EMPLOYEE will receive severance pay in
accordance with the terms of the Proliance International, Inc.
Executive Severance Plan.
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B.
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For purposes of the COMPANY’s
Pension Plan, 401k savings plan, Stock Option Plan, and annual
incentive plan, EMPLOYEE will no longer be deemed to be an
“employee” as of September 19, 2007.
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C.
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EMPLOYEE will receive all rights and
benefits he has earned and accrued under the Proliance
International, Inc. 401k Savings Plan, and the Proliance
International, Inc. Pension Plan.
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D.
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On or before September 30, 2007,
EMPLOYEE will be paid his accrued and earned but not used
vacation.
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E.
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During the period EMPLOYEE is
receiving severance payments under the Executive Severance Plan he
shall be provided with group health insurance benefits as if he
were still an “employee” in that the COMPANY shall
make
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payment of such amounts under COBRA as
are required to maintain existing group health insurance coverage
(less amounts payable by EMPLOYEE had he remained employed by the
COMPANY). However, these benefits will be reduced to the extent
that EMPLOYEE receives comparable benefits from any other source
during his severance period.
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F.
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In consideration for the release and
non-competition and non-solicitation obligations of EMPLOYEE
contained herein, the COMPANY shall pay EMPLOYEE a cash payment in
the amount of $50,000.00 gross immediately upon expiration of the
seven day period set forth in paragraph 4 hereof.
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3. Except as described in paragraph 2
of this Settlement and Release Agreement, EMPLOYEE expressly
admits, acknowledges and agrees that no other payments shall be
made by the COMPANY to him and that he has no entitlement to, or
any right to make any claim for, any additional payments by the
COMPANY of any kind or nature or under any circumstances
whatsoever.
4. This Settlement and Release
Agreement is revocable by EMPLOYEE for seven (7) days after it is
signed by him. This Settlement and Release Agreement shall not be
effective or enforceable until the period for revocation has
expired.
5. As a material inducement to the
COMPANY to enter into this Settlement and Release Agreement,
EMPLOYEE hereby covenants and agrees that, without the written
consent of the Chief Executive Officer of the COMPANY, at no time
during the period of two (2) years immediately following the
termination of the EMPLOYEE’s employment will he for himself
or on behalf of any other person, partnership, company or
corporation, directly or indirectly, acquire any financial or
beneficial interest in (except as provided in the next sentence),
provide consulting or other services to, be employed by, or own,
manage, operate or control any entity engaged in the vehicle parts
business similar to the business engaged in by the COMPANY or its
subsidiaries at the time of such termination of employment.
Notwithstanding the preceding sentence, the EMPLOYEE will not be
prohibited from owning not more than five percent (5%) of any
publicly traded corporation, whether or not such corporation is in
competition with the COMPANY. For purposes of this Agreement, the
phrase “the vehicle parts business similar to the business
engaged in by the COMPANY or its subsidiaries at the time of such
termination of employment” shall mean the design,
manufacture, distribution or marketing of any of the following: (i)
radiators, radiator cores, heater cores, air conditioning parts
(including condensers, compressors, accumulators and evaporators)
and other heat exchange products for the automotive and light truck
aftermarket or (ii) radiators, radiator cores, charge air coolers,
charge air cooler cores,
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