AGREEMENT AND GENERAL
RELEASE
This Agreement and
General Release is made and entered into by and between Dana R.
Snyder (hereinafter referred to as “Employee”) and
Associated Materials Incorporated (hereinafter referred to as
“Company”).
WHEREAS, Employee
was employed by Company on July 1, 2006 and his employment is
terminated effective October 1, 2006;
WHEREAS, Employee
and Company desire to settle fully and finally all differences
between them, including, but in no way limited to, any differences
that might arise out of Employee’s employment with
Company;
NOW THEREFORE,
in consideration of the mutual promises herein
contained,
First :
The Company will pay Employee severance pay in the amount of one
thousand dollars ($1,000) per month for a period until the earlier
of (1) Employee no longer serves as a member of the
Company’s Board of Directors, or (2) Employee reaches
sixty-five (65) years of age.
Second :
The Company will continue Employee’s coverage under the
Company medical, and dental insurance program, as it may be amended
and provided by law, through the period of severance pay, as
provided in the First paragraph above. Upon termination of medical
and dental coverage, the Employee will be offered COBRA coverage as
provided by law.
Third :
Employee agrees that he will continue to cooperate with the Company
and will make himself available as his services are needed by the
Company. As Employee’s services are needed by the Company the
Employee will be reimbursed for his reasonable expenses.
Fourth :
Employee understands and agrees that effective October 2,
2006, he is no longer authorized to incur any expenses or
obligations or liabilities on behalf of the Company, unless
specifically authorized.
Fifth:
Employee agrees that in the course of his employment with the
Company he has acquired certain confidential Company information.
Employee understands and agrees that such Company information has
been disclosed to Employee in confidence and for Company use only.
Employee understands and agrees that he (i) will keep such
Company information confidential at all times during and after his
employment with the Company, (ii) will not disclose or
communicate Company information to any third party, and
(iii) will not make use of Company information on
Employee’s own behalf, or on behalf of any third party. In
view of the nature of Employee’s employment and
the
1
nature of the
Company information which Employee has received during the course
of his employment, Employee agrees that any unauthorized disclosure
to third parties of Company information or other violation or
threatened violation of this Agreement would cause irreparable
damage to the trade secret status of Company information and to
Company and that, therefore, the Company shall be entitled to an
injunction prohibiting Employee from any such disclosure, attempted
disclosure, violation, or threatened violation. When Company
information becomes generally available to the public other than by
Employee’s acts or omissions, it is no longer subject to the
restrictions in this paragraph. However, Company information shall
not be deemed to come under this exception merely because it is
embraced by more general information which is or becomes generally
available to the public.
Sixth : It
is agreed that the benefits contained in this Agreement and General
Release which flow to Employee from Company are subject to
termination, reduction or cancellation in the event that Employee
takes any action or engages in any conduct in violation of this
Agreement.
Seventh :
Moreover, the provisions of this Agreement are severable, and if
any part of it is found to be unenforceable, the other paragraphs
shall remain fully valid and enforceable.
Eighth :
Employee agrees that he will make no disparaging or
|
