|
Exhibit 10.34
AGREEMENT AND RELEASE
THIS AGREEMENT is made on the 31st day of
January, 2007, by and among Richard DeCoux (hereinafter called
"Employee") and PMA Capital Insurance Company and PMA Re Management
Company all former and present parents, direct and indirect
subsidiaries and affiliates of PMA Capital Insurance Company and
PMA Re Management Company and its former and present employees,
officers, directors, shareholders, agents, successors and assigns
(hereinafter called "Employer").
RECITAL
WHEREAS, Employer has determined to eliminate
Employee’s position; and
WHEREAS, Employee and Employer have agreed to
enter into this Agreement and Release ("Agreement") to resolve any
and all issues that may exist between them concerning
Employee’s employment and separation from
employment.
NOW THEREFORE, Employer and Employee, for good
and valuable consideration, and intending to be legally bound,
agree as follows:
1. Termination
Date . Employee’s employment with
Employer and its affiliates shall terminate effective at the close
of business on January 31, 2007 ("Termination Date").
2. Severance Pay
.
a) Employer shall
provide severance pay to Employee in an amount equal to the greater
of (i) four (4) weeks of pay; or (ii) two (2) weeks of pay for each
year of service up to a maximum of 26 weeks plus two weeks of
severance for each year of service after January 1, 2006
("Severance Period") as provided in the PMA Capital Corporation and
PMA Capital Insurance Company Severance Pay Plan (the "Severance
Plan").
b) Based on the
foregoing, Employer shall provide severance pay to Employee in the
sum of $124,384.61 less all applicable withholding taxes and other
deductions ("Severance Pay"). The Severance Pay shall be payable in
a lump sum within the next normal pay period following the
Effective Date of this Agreement as provided in paragraph 21,
provided Employee signs and returns this Agreement on or before
March 17, 2007, and does not revoke the same as provided in
paragraph 21. Employee shall also receive an amount equal to
Employee’s non-vested account balance as of January 31, 2007,
if any, under the PMA Capital 401 (k) Plan less all applicable
withholding taxes.
c) If Employee dies
before all amounts due Employee under this paragraph 2 have been
paid to Employee, then Employer will pay any remaining amounts due
Employee to Employee’s surviving spouse, or if there is no
surviving spouse, to Employee’s estate, in a lump sum within
90 calendar days after the date of death.
1
3. Benefits
. Except as otherwise set forth in sub-paragraphs a)
through c) below, all of Employee’s employee benefits,
including, but not limited to, health, welfare and disability
benefits, shall terminate as of the Termination Date.
a) Employee’s Group Term Life Insurance, Dependent Child
Life Insurance and Spousal Life Insurance group coverages will
terminate on the Termination Date. Employee may convert all or part
of these group coverages to non-group coverages provided that
Employee shall be responsible for the payment of all premiums after
the Termination Date.
b) In the
event Employee elects to continue health insurance coverage through
the Consolidated Omnibus Budget Reconciliation Act, as amended
("COBRA"), and returns this executed Agreement, and further does
not revoke this Agreement within the revocation period, as provided
under the Severance Plan, Employer will, during the Severance
Period ("Continuation Period"), continue to pay the same monthly
subsidy of the premiums for such insurance continuation as was
being paid by Employer prior to the Termination Date. Thereafter,
Employee must make timely premium payments under COBRA for such
health insurance coverage in order to maintain the health insurance
at 102% of Employer’s cost of coverage. Notwithstanding the
foregoing, Employer has no obligation to pay the premiums for such
health insurance coverage in the event that Employee is eligible to
receive and/or obtain alternative health insurance coverage after
the Termination Date.
c) The
Continuation Period for payment of health insurance premiums under
this Agreement shall be deemed to run concurrently with the
continuation period federally mandated by COBRA (generally 18
months), or any other legally mandated federal, state, or local
coverage period for benefits provided to terminated employees under
the health care plan. The COBRA continuation period will be deemed
to commence on February 1, 2007, whether or not COBRA coverage is
actually elected at such time or deferred until the expiration of
the Continuation Period. Notwithstanding the foregoing, COBRA
coverage will only be available if Employee is eligible for COBRA
coverage elected in the time and manner prescribed, and Employee
timely remits Employee’s payments of the premiums, as
required, for COBRA coverage.
d) Nothing in
this paragraph 3 will affect the Employee’s vested benefits,
if any, under PMA Capital Corporation’s qualified and
non-qualified employee plans; the existence, amount, and payment of
such benefits shall be determined pursuant to the applicable
provisions of the applicable plans, which are described on the
Summary of Benefits, attached as Exhibit "B."
4. Vacation Pay
. Payment for accrued unused, vacation days will be
made as soon as practicable after the Termination Date. Employees
who participate in the Paid Personal Time program will be
reimbursed for any amounts paid for days not used. Employee agrees
that the amount of Severance Pay defined in paragraph 2(a) to which
the Employee would be eligible will be reduced by any amounts due
from the Employee for days used, but not fully paid for, under the
Paid Personal Time program.
5. Unemployment
Compensation . If Employee elects to file a
claim for unemployment compensation benefits and a determination is
made in Employee’s favor,
2
Employer will not contest Employee’s
eligibility. Employer will, upon request, confirm the termination
of Employee’s employment.
6. Business
Expenses . Employer agrees to reimburse
Employee for normal, pre-approved, business expenses incurred prior
to the Termination Date; provided that Employee submits appropriate
and complete documentation that is satisfactory to Employer to
support Employee’s claim for such reimbursement and requests
such reimbursement upon acceptance of this Agreement. Employee
warrants that Employee has surrendered any and all credit cards
issued to Employee through Employer on or prior to the date hereof,
and shall not incur any additional expenses on behalf of Employer
nor seek reimbursement therefore after the date of this
Agreement.
7. Referrals of
Employment . All referrals for verification
of employment should be directed solely to Andrew J. McGill, Vice
President, PMA Insurance Group. In keeping with Employer policy, no
details relating to Employee’s past employment with Employer
beyond title, dates of employment and verification of annual salary
will be discussed with any potential employer.
8. Agreements and
Covenants . Employee agrees
that:
a) Employee
has no claim to, nor will Employee seek or receive, any other money
or consideration from Employer or its parent, PMA Capital
Corporation, its past or present direct or indirect subsidiaries or
its related corporations, companies, or divisions (hereinafter
collectively referred to as "Affiliates") except as provided in
this Agreement.
b) Employee
will return to Employer on or before the Termination Date any
company property including, but not limited to, company-provided
automobile, cell telephones, identification cards, access cards,
personal laptop computers, company manuals, equipment, records and
files, including any and all copies of same, as well as electronic
and paper records whether or not they are stored on the
Employer’s premises.
c) Employee
will not disclose or make known to anyone (other than in the good
faith performance of Employee’s services to Employer or its
Affiliates before the Termination Date) other than employees of
Employer or its Affiliates, or use for Employee’s benefit, or
the benefit of any corporation, firm, entity or person unrelated to
Employer or its Affiliates any knowledge, information or materials
belonging to Employer or its Affiliates about their products,
services, know-how, customers, business plans or financial,
marketing, pricing, compensation and other proprietary matters
("Confidential Information"), whether or not subject to trademark,
copyright, trade secret or other protection, which was made known
to Employee (whether or not with the knowledge and permission of
Employer or its Affiliates, whether or not developed, devised or
otherwise created in whole or in part by the efforts of Employee
and whether or not a matter of public knowledge unless as a result
of authorized disclosure) by reason of Employee’s employment
by Employer or its Affiliates. However, after such Confidential
Information has become public knowledge, Employee shall have no
further obligation under this paragraph regarding that publicly
known Confidential Information so long as Employee was in no manner
responsible, directly or indirectly, for permitting such
Confidential Information to become public knowledge without the
consent of Employer or the applicable Affiliate.
3
d) Employee
will not make any public or private statements or other utterances,
written or oral, or act in any manner that is intended to, or does
in fact disparage or damage the goodwill of the business of
Employer or its Affiliates, or the business or personal reputation
of any of its directors, officers, agents or employees, clients or
suppliers.
e) A violation
on the part of the Employee of the covenants contained in
paragraphs (c) or (d) above will cause irreparable damage to
Employer and its Affiliates such that it is and will be impossible
to estimate or determine the damage that will be suffered by
Employer or its Affiliates in the event of a breach by the Employee
of such covenants. Therefore, the Employee further agrees that
Employer shall be entitled, as a matter of course, to an injunction
out of any court of competent jurisdiction, restraining any further
violation of such covenant or covenants by the Employee. This right
to an injunction shall be in addition to all other rights and
remedies afforded by law and under this Agreement.
9. Release
. Employee, for him or her self, and
Employee’s executors, administrators, heirs
|
