EXHIBIT 10.17
COMPLETE AND PERMANENT RELEASE AND RETIREMENT
AGREEMENT
WHEREAS,
Frank P. Bruno (“Mr. Bruno”) has worked for Bucyrus
International, Inc. (“the Company”) pursuant to a
December 1, 1997 Employment Agreement (the “Employment
Agreement”); and
WHEREAS,
there is a question as to whether Mr. Bruno’s termination is
for cause, which the Company is willing to forego as a part of this
agreement; and
WHEREAS,
the Company has notified Mr. Bruno, pursuant to paragraph 4(b) of
the Employment Agreement, that his employment is being terminated
without cause; and
WHEREAS,
Mr. Bruno wishes to submit his resignation and retire from
employment with the Company pursuant to the terms of this Complete
And Permanent Release And Retirement Agreement (the
“Retirement Agreement”);
WHEREAS,
it is the desire of the parties, in the interest of avoiding
further proceedings with respect to their relationship, to
compromise and to finally, fully and completely terminate that
relationship in its entirety;
NOW,
THEREFORE, in consideration of the provisions of this Retirement
Agreement, Mr. Bruno and the Company do mutually agree and do
hereby compromise and finally, fully and completely settle all of
these matters as follows:
1.
Mr. Bruno acknowledges that he has been notified of his
termination, and he desires to resign and retire from the Company
instead.
2. Upon
the execution of this Retirement Agreement and its return to the
Company in final form, and expiration of the revocation period set
forth in paragraph 8(F) below, the Company will provide Mr. Bruno
with the following payments and benefits:
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A.
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A payment to
Mr. Bruno of his one year of severance pay under paragraph 5 of the
Employment Agreement, in the gross amount of $193,200.00 less
required withholding, in a lump sum payment in lieu of payment
pursuant to the Company’s normal payroll periods;
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B.
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Reimbursement of Mr. Bruno’s health insurance premium
payments, on the same basis as if he remained actively employed,
through October 30, 2007, conditioned upon a valid COBRA election
submitted by Mr. Bruno; and
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C.
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A payment to
Mr. Bruno in the amount of $15,000.00 less required withholding, in
lieu of the outplacement services described in the Employment
Agreement.
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All other
payments, benefits and insurance coverages and contributions to the
Company’s pension, 401(k) and other benefit plans on behalf
of Mr. Bruno will cease as of October 15, 2006, and as of that
date, Mr. Bruno shall have all of his preexisting rights, if any,
with respect to such benefit programs. October 15, 2006 shall be
deemed the qualifying event for health insurance continuation
purposes under state and federal law. None of the payments under
this Retirement Agreement shall be taken into account as
compensation under any Company welfare, pension, profit sharing
plan or similar program that bases benefits in whole or in part on
compensation received from the Company, nor shall Mr. Bruno accrue
vacation, sick pay, or other similar benefits during the period of
these severance payments. The foregoing payments constitute all of
the Company’s obligations under this Retirement
Agreement.
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3. Mr.
Bruno acknowledges that his last day of work will be October 15,
2006 (the “termination date”) and that his employment
with the Company irrevocably terminates by this Retirement
Agreement as of that date, with no right of reemployment. Mr. Bruno
shall retain all rights which have fully vested as of his
termination date in any Company pension or benefit plan, but he
shall not continue to accrue or vest in any benefits in such plans
following his termination date.
4. Mr.
Bruno agrees that he will not apply for or seek employment with the
Company or any of its parent corporations, affiliates,
predecessors, successors and/or subsidiaries, at any
time.
5. Mr.
Bruno and his attorneys, if any, agree and promise that none of the
contents of this Retirement Agreement or the fact that he has
entered into a special Retirement Agreement with the Company shall
be published, displayed, discussed, disclosed, revealed or
characterized (directly or indirectly by innuendo or other means)
in any way to anyone under any circumstances other than those
required by law, except to his counsel, tax advisor and immediate
family, and then only on the condition that those individuals agree
to keep such information confidential.
6. In
consideration of the foregoing benefits, which Mr. Bruno
acknowledges are adequate consideration for his commitments herein,
and to the fullest extent permitted by law, Mr. Bruno, for himself,
his spouse, heirs and assigns, agr
