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Exhibit 10.1
AGREEMENT AND GENERAL RELEASE
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This AGREEMENT AND GENERAL RELEASE ("AGREEMENT") is entered into by
and
between
BELDEN & BLAKE CORPORATION ("BELDEN")
And
R. MARK HACKETT ("EMPLOYEE")
WHEREAS, Employee's employment with Belden will be or has been
terminated; and
WHEREAS, Belden has offered certain benefits to Employee in return
for
Employee's executing this Agreement;
and
WHEREAS, Employee and Belden wish to resolve all issues arising
from
Employee's employment and termination of
employment.
NOW, THEREFORE, in consideration of the mutual covenants
contained
herein, and intending to be legally bound
thereby, the parties agree as follows:
1. Employee acknowledges that Employee's employment with Belden
terminated effective February 11, 2005 (the
"Termination Date") and Employee
resigned as an officer of Belden effective
January 26, 2005.
2. Employee acknowledges that Employee will receive the
benefits
specified in Exhibit A in return for his
execution (and non revocation) of this
Agreement.
3. Employee acknowledges that by signing this Agreement and
accepting
the benefits of it, that Employee is giving
up forever the right to seek any
relief from Belden or the Belden &
Blake Corporation 1999 Change in Control
Protection Plan for Key Employees (the
"Plan") or any person associated with
Belden or the Plan for any event occurring
prior to the execution of this
Agreement by all parties, including
Employee's decision to accept the benefits
specified in Exhibit A and consequences of
that decision. Pursuant to that
understanding and as consideration for the
payments under this Agreement, which
Employee hereby acknowledges that
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Employee would not otherwise be entitled to
receive, Employee irrevocably and
unconditionally releases Belden, its
present and former officers, directors,
agents, employees, contractors, successors
and assigns and the Plan and all
fiduciaries of the Plan, and all other
employee benefit or compensation plans or
programs of Belden, except Employee's
vested benefits under Belden's 401(k)
Plan, (separately and collectively
"Releasees"), jointly and individually, from
any and all claims, known or unknown, which
Employee, Employee's heirs,
successors, or assigns have or may have
against Releasees, and any and all
liability which the Releasees may have to
Employee. This Release relates to
claims arising prior to and during
Employee's employment by Belden, whether
those claims are past or present, whether
they arise from common law, contract
or statute, whether they arise from labor
laws, discrimination laws, or any
other law, rule or regulation. Employee
specifically acknowledges that this
Release is applicable to any claim under
the AGE DISCRIMINATION IN EMPLOYMENT
ACT, as amended by the OLDER WORKERS
BENEFIT PROTECTION ACT, the Civil Rights
Act of 1964 and the American's With
Disabilities Act, the Family and Medical
Leave Act of 1993 and any similar state
law. Employee acknowledges that Employee
is releasing all claims Employee may have
under the Plan. This Release is for
any type of claim Employee may have,
including but not limited to reinstatement,
wages, back pay, front pay, severance pay,
compensatory damages, punitive
damages, damages for pain and suffering, or
attorneys' fees. Employee agrees
that Employee will not hereafter be
entitled to any benefit from any claim or
proceeding filed by Employee or on
Employee's behalf with any agency or court.
Employee further agrees that Employee will
not seek employment with Belden after
termination, and if Employee does seek
employment, Belden may deny such
employment and Employee will have no claim
whatsoever because of said denial.
The aforementioned restriction on future
employment shall not apply in the event
that Employee secures employment with a
company, which is later acquired by
Belden.
4. Employee acknowledges and agrees that in the performance of
Employee's duties as an employee of Belden,
Employee was brought into frequent
contact with, had access to,
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and became informed of confidential and
proprietary information of Belden and/or
information which is a trade secret of
Belden (collectively, "Confidential
Information"), as more fully described in
the following paragraphs. Employee
acknowledges and agrees that the
Confidential Information of Belden gained by
Employee during Employee's association with
Belden was developed by and/or for
Belden through substantial expenditure of
time, effort and money and constitutes
valuable and unique property of Belden.
Employee will keep in strict confidence, and will not, directly
or
indirectly, at any time, disclose, furnish,
disseminate, make available, use or
suffer to be used in any manner any
Confidential Information of Belden without
limitation as to when or how Employee may
have acquired such Confidential
Information. Employee specifically
acknowledges that Confidential Information
includes any and all information, whether
reduced to writing (or in a form from
which information can be obtained,
translated, or derived into reasonably
useable form), or maintained in the mind or
memory of the Employee and whether
compiled or created by Belden, which
derives independent economi
