SETTLEMENT, NON-SOLICITATION AND RELEASE AGREEMENT
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Harleysville
Group, Inc. and Harleysville Mutual Insurance Company, and any
and all of their affiliates, subsidiaries,
successors and assigns and, in their
capacity as such, the shareholders,
employees, officers, directors and agents
thereof (collectively referred to
throughout this Agreement as "Harleysville")
and M. Lee Patkus ("Mr. Patkus"), mutually
desire to enter into this Settlement,
Non-Solicitation and Release Agreement
("Agreement") and agree as follows:
The terms of
this Agreement are the product of mutual negotiation and
compromise between Mr. Patkus and
Harleysville; and
The meaning,
effect and terms of this Agreement have been fully explained
to Mr. Patkus and Harleysville. Both Mr.
Patkus and Harleysville understand that
this Agreement settles, bars, and waives
any and all claims that they have or
could possibly have against each other as
of the date of this Agreement; and
Prior to
executing this Agreement, Mr. Patkus and Harleysville have
consulted with counsel and each have
carefully considered other alternatives to
executing this Agreement.
THEREFORE,
intending to be legally bound, Mr. Patkus and Harleysville for
the good and sufficient consideration set
forth below, agree as follows:
1. In consideration for the
execution of this Agreement by Mr. Patkus and
compliance with his promises made herein,
Harleysville shall provide Mr. Patkus
a gross payment of Three Hundred Thirty-Six
Thousand Dollars ($336,000.00)
(hereinafter "the settlement amount"), less
appropriate tax withholdings, if
any, to be paid to Mr. Patkus within ten
(10) business days after the date on
which this Agreement is executed. Payment
shall be made in the form of a check
payable to "M. Lee Patkus." Mr. Patkus
resides in Florida and state tax will be
withheld only to the extent necessary under
applicable law.
2. In consideration for the
execution of this Agreement by Mr. Patkus and
compliance with his promises made herein,
Harleysville shall pay Forty Thousand
Dollars ($40,000) to Console Law Offices,
LLC on account of attorneys' fees and
costs incurred by Mr. Patkus within ten
(10) business days of the date on which
this Agreement is executed.
Harleysville shall issue appropriate
Internal Revenue Forms 1099 on account of
this payment.
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3. Payment under this Agreement
shall not be deemed an admission that Mr.
Patkus is a prevailing party under any
statute, regulation or contract.
4. Mr. Patkus, of his own free
will, knowingly and voluntarily releases
and forever discharges Harleysville, all of
its officers, directors, employees,
agents, and the successors and assigns of
each (referred to hereinafter
collectively as the "Harleysville
Releasees") of and from any and all actions or
causes of action, suits, claims, charges,
complaints, contracts (whether oral or
written, express or implied from any
source), and promises, whatsoever, in law
or equity, as of the date of execution of
this Agreement, which, against the
Harleysville Releasees, Mr. Patkus, his
heirs, executors, administrators,
successors, and assigns may now have or
hereafter can, shall or may have,
including all unknown, undisclosed and
unanticipated losses, wrongs, injuries,
debts, claims, or damages to Mr. Patkus,
for, upon, or by reason of any matter,
cause or thing whatsoever including, but
not limited to, any and all matters
arising out of his employment by
Harleysville and the cessation of said
employment, and including, but not limited
to any alleged violation of any
federal, state or local civil or human
rights law, or any other alleged
violation of any local, state or federal
law, regulation or ordinance, including
but not limited to the Age Discrimination
in Employment Act, and/or public
policy, contract or tort or common law
having any bearing whatsoever on the
terms and conditions and/or cessation of
his employment with Harleysville
including, but not limited to, any
allegations for costs, fees, or other
expenses, including attorneys' fees, and
including but not limited to all
claims, charges, or complaint raised in his
demand for arbitration filed against
Harleysville Group, Inc. on February 18,
2005, which he ever had, now has, or
shall have as of the date of execution of
this Agreement. Mr. Patkus is not
releasing any claims under the Age
Discrimination in Employment Act that he did
not knowingly and voluntarily waive.
Notwithstanding anything to the contrary,
this Agreement has no effect on any vested
pension benefits that Mr. Patkus is
entitled to by reason of his employment
with Harleysville.
5. Harleysville knowingly and
voluntarily releases and forever discharges
Mr. Patkus, his heirs, administrators,
successors and assigns of and from any
and all actions or causes of action, suits,
claims, charges, complaints,
contracts (whether oral or written, express
or implied from any source), and
promises, whatsoever, in law or equity, as
of the date of execution of this
Agreement, which Harleysville may now have
or hereafter can, shall or may have,
including all unknown, undisclosed and
unanticipated losses, wrongs, injuries,
debts, claims, or damages to
<PAGE>
Harleysville, for, upon, or by reason of
any matter, cause or thing whatsoever
including, but not limited to, any and all
matters arising out of Mr. Patkus's
employment by Harleysville and the
cessation of said employment, and including,
but not limited to any alleged violation of
any federal, state or local civil or
human rights law, or any other alleged
violation of any local, state or federal
law, regulation or ordinance, and/or public
policy, contract or tort or common
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