Exhibit 10.1
AGREEMENT AND RELEASE
THE
AGREEMENT AND RELEASE is
made and entered into by and among Terry Frandsen (hereinafter,
“Employee”) and Escalade, Incorporated
(collectively referred to hereinafter as
“Company”).
WHEREAS
, Employee was employed by Company
since October 14, 2002 in various positions, including most
recently as Vice President and Chief Financial Officer at the
Company’s headquarters in Evansville, Indiana. As Chief
Financial Officer and in his other positions with the Company and
its subsidiaries, Employee was knowledgeable of all aspects of the
Company’s U.S. and International operations, including but
not limited to the Company’s competitors; and
WHEREAS
, Employee and Company desire to
fully and finally resolve and settle all CLAIMS (as herein
defined), arising out of, resulting from or in any way connected
with Employee’s employment and termination of employment with
Company and its subsidiaries.
NOW,
THEREFORE , in
consideration of the payment of the sums or partial payment of the
sums set forth in Section 1 below and the mutual promises and
conditions contained in this Agreement and Release, it is mutually
agreed as follows, that:
1. Employee agrees that his employment with Company
and its subsidiaries, including all officer and director positions
held with any one or more of such entities, terminated on January
30, 2009 and as consideration for his release of the CLAIMS
(herein defined) Company agrees to pay Employee his present salary
for the period of twelve weeks less only applicable deductions for
FICA, Medicare, federal, state and local taxes. The salary will be
paid for six (6) consecutive payroll periods beginning with the
first payroll period after January 24, 2009.
Employee agrees that he has been
advised of his COBRA rights and if Employee chooses to
exercise his COBRA rights, Company will pay COBRA
premiums on his behalf for three (3) months. The Company will
deduct his normal bi-weekly health care premium from his present
salary for the same twelve (12) weeks or the first Three (3) months
of the Eighteen (18) month COBRA period. Employee will be
responsible to full COBRA premiums following the first three
months of coverage.
Employee agrees that the sums
provided in Section 1 are in addition to anything of value to which
he is entitled from Company. Payment of any or all of the above
sums is subject to the terms and conditions set forth in this
Agreement and Release.
The parties acknowledge that the
withholding of applicable deductions for FICA, Medicare, federal,
state and local taxes as set forth in the Section 1 is only for the
benefit and protection of Company and should not be interpreted in
any way as evidence of other than an employer/former employee
relationship. If there is a breach or threatened breach of the
terms of this Agreement and Release and/or Employee secures other
employment, Company may terminate the pay period payments set out
above in Section 1.
2. Employee acknowledges that his employment with
Company was at-will and agrees to unconditionally release and
forever discharge Company its agents, owners and servants of and
from any and all asserted or unasserted, known or unknown, claims,
complaints, obligations, liabilities, promises, agreements,
controversies, demands, damages, actions, causes of action, losses,
benefits, compensation, debts and expenses of whatever kind or
nature, including, but not limited to, any and all claims and
rights founded in tort, at common law, based on promissory
estoppel, founded in statute and under the Age Discrimination in
Employment Act and/or Older Workers Benefit Protection Act, as
amended, Fair Labor Standards Act, Worker Adjustment and Retraining
Notification Act, Civil Rights Act of 1964, Civil Rights Act of
1991, Family and Medical Leave Act, Employee Retirement Income
Security Act, Americans with Disabilities Act, Indiana Civil Rights
Act, Consolidated Omnibus Budget Reconciliation Act and/or any
local ordinance or International Labor Law, all as amended , on
account of, arising from, or in any way growing out of, directly or
indirectly, Employee’s employment and/or termination of
employment with Company ( “ Claims ”), but not
including rights or claims that arise under the Age Discrimination
in Employment Act or Older Workers Benefit Protection Act after
this Agreement and Release is executed.
3. Employee acknowledges and agrees that in
consideration of payment or partial payment of the sums set forth
in Section 1 herein, he has no right to make claim against or
receive any compensation or benefits of any kind under the Sun Life
Long Term Disability, Life, Supplemental Life, Accidental Death and
Dismemberment and Supplemental Dependent Life Plan or any other
benefit plan in effect at Company.
4. Employee represents and agrees that he will keep
the terms, amount, and fact of this Agreement and Release
confidential, except that Employee may discuss the Agreement and
Release with Employee’s attorney, accountant, spouse, and as
required by law. Employee understands and agrees that Company is
required to describe the material terms of this Agreement in a
current report on Form 8-K to be filed with the Securities and
Exchange Commission within four (4) business days after this
Agreement is signed by Employee and Company, and that Company will
attach this Agreement in its entirety to such public filing.
Employee further agrees that he shall not make, participate in the
making, or encourage or facilitate any ot
