FEDERAL SIGNAL
CORPORATION
RELEASE AND SEVERANCE
AGREEMENT
This Release
and Severance Agreement (the “Agreement”) will confirm
the understanding of Federal Signal Corporation and Stephanie K.
Kushner (“Employee”) in connection with the termination
of Employee’s employment with Federal Signal Corporation (the
“Company”). We have reached Agreement upon the
following arrangements.
The effective
date of Employee’s separation from service (as defined in
Section 409A of the Internal Revenue Code of 1986, as amended,
and applicable regulations) with the Company without cause will be
December 30, 2008 (the “Separation Date”). The
Company agrees to pay Employee the following severance benefits
(“Severance Benefits”) upon her separation from service
without “Cause” pursuant to the Company’s
Executive General Severance Plan: (1) the sum of $541,920,
which is an amount equal to the sum of (i) the
Employee’s Base Salary, and (ii) the Employee’s
target annual bonus; and (2) the sum of $203,220, which is an
amount equal to the Employee’s unpaid prorated target annual
bonus for the 2008 plan year; in each case, less any
applicable taxes including federal employment withholding taxes
that are payable in connection with this amount. In accordance with
the Company’s Executive General Severance Plan, these amounts
shall be paid in a lump sum on or about January 7, 2009,
assuming that Employee has executed and delivered to the Company
this Agreement on December 30, 2008.
In addition,
the Company agrees to pay on Employee’s behalf up to $17,500
in executive outplacement or executive coaching services to one or
more firms chosen by Employee and acceptable to the Company.
Employee understands that as a condition of receiving these
Severance Benefits under the Company’s Executive General
Severance Plan, the Employee is required to sign the general waiver
and release in the form included in this Agreement. No Severance
Benefits will be paid to the Employee until the release contained
herein becomes irrevocable in accordance with its terms. Employee
further understands that any vacation pay or other wages due to
Employee will be paid separately with appropriate employment taxes
withheld and the receipt of such wages is in no way contingent upon
the signing of this Agreement. Nothing herein shall change or have
an effect on any wages, pension, retirement or other employee
benefits Employee may be entitled to under any Company retirement
or benefit programs. Any monies owed the Company by Employee may be
deducted from the monies and the Severance Benefits, in accordance
with applicable law. The Severance Benefits shall not be considered
or counted as “compensation” for purposes of any of the
Company’s welfare or pension benefit plans which provide
benefits based, in any part, on compensation.
The Company
also agrees to continue any applicable welfare benefits of medical
insurance, dental insurance and group term life insurance (life
insurance continues for Employee only) that Employee receives for
18 months following the Separation Date at the same coverage
level as were in effect as of the Employee’s Separation Date
at the rates charged by the Company under the Consolidated Omnibus
Budget Reconciliation Act of 1986, as amended (COBRA) (the
“COBRA Rate”). Pursuant to the terms of the
Company’s Executive General Severance Plan, the Company will
reimburse you on a monthly basis for the difference between the
COBRA Rate and the premium rate for these benefits as is currently
in effect for all employees. Employee will receive notification
from and shall make monthly COBRA premium payments to Hewitt
Associates “Your Benefits Resource” in accordance with
Hewitt’s administrative procedures. If Employee fails to make
COBRA payments,
Employee’s COBRA coverage will be
cancelled. Employee must complete all necessary paperwork within
the prescribed time period in order to receive this benefit.
Notwithstanding the foregoing, during the eighteen (18) months
the Company continues the welfare benefits at the active employee
rate, in the event the premium cost and/or level of coverage shall
change for all employees of the Company, the cost and or coverage
level, likewise, shall change in a corresponding manner for
Employee, with a resultant change in reimbursement level under this
paragraph.. In addition, the continuation of these welfare benefits
shall be discontinued prior to the end of the period described
above if any required premium is not paid in full on time, the
employee becomes covered under another group health plan, the
employee becomes entitled to Medicare benefits (under Part A,
Part B, or both), or the company ceases to provide any group
health plan for its employees. Continuation may also be terminated
for any reason the plan providing such coverage would terminate
coverage of a participant or an eligible dependent.
The Company
makes this Agreement to avoid the cost of defending any possible
lawsuit. Employee acknowledges that by making this Agreement the
Company does not admit that it has done anything wrong. Employee
understands that she has a period of twenty one (21) days to
review and consider this Agreement before signing it. She may use
as much of this 21-day period as she wishes in making her decision.
Employee further acknowledges that she may revoke the signed
Agreement within seven (7) days after its signing. Any such
revocation must be in writing and received by Jennifer Sherman in
the Legal Department at Federal Signal Corporation in Oak Brook,
Illinois within the seven (7) day period. Payment of the
Severance Benefits described above will only me paid after this
Agreement becomes binding which takes place when the revocation
period runs out seven (7) days after the date of
Employee’s signature.
Employee is
strongly encouraged to consult with an attorney before signing this
Agreement, however, whether she does so or not is her decision.
Employee acknowledges that she has been advised that she should be
represented by an attorney throughout the negotiation of the terms
of this Agreement.
As further
consideration of the Severance Benefits described above, Employee
agrees to the following terms and conditions:
1.
General Release. Employee, on behalf of herself and her
heirs, executors, administrators, attorneys and assigns, hereby
waives, releases and forever discharges the Company and its
subsidiaries, divisions and affiliates, whether direct or indirect,
its and their joint ventures and joint venturers (including its and
their respective directors, officers, employees, shareholders,
partners and agents, past, present, and future), and each of its
and their respective successors and assigns (hereinafter
collectively referred to as “Releasees”), from any and
all known or unknown actions, causes of action, claims or
liabilities of any kind which have been or could be asserted
against the Releasees arising out of or related to Employee’s
employment with and/or separation from employment with the Company
and/or any of the other Releasees and/or any other occurrence up to
and including the date that Employee signs this Agreement,
including but not limited to:
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(a)
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claims, actions, causes of action or
liabilities arising under Title VII of the Civil Rights Act, as
amended, the Civil Rights Act of 1871, the Civil Rights Act of
1991, the Age Discrimination in Employment Act, as amended
(“ADEA”), the
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Employee Retirement Income Security
Act, as amended, the Rehabilitation Act, as amended, the Americans
with Disabilities Act, the Family and Medical Leave Act (to the
extent permitted by law), the Vietnam Era Veterans Readjustment
Assistance Act, the Sarbanes-Oxley Act of 2002, and/or any other
federal, state, municipal, or local employment discrimination
statutes (including, but not limited to, claims based on age, sex,
attainment of benefit plan rights, race, religion, national origin,
marital status, sexual orientation, ancestry, harassment, parental
status, handicap, disability, retaliation, and veteran status);
and/or
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(b)
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claims, actions, causes of action or
liabilities arising under any other federal, state, municipal, or
local statute, law, ordinance or regulation; and/or
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(c)
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any
other claim whatsoever including, but not limited to, claims for
severance pay under any voluntary or involuntary
severance/separation plan, policy or program maintained by the
Releasees, claims for attorney’s fees, claims based upon
breach of contract, wrongful termination, defamation, intentional
infliction of emotional distress, tort, personal injury, invasion
of privacy, violation of public policy, negligence and/or any other
common law, statutory or other claim whatsoever arising out of or
relating to her employment with and/or separation from employment
with the Company and/or any of the other Releasees.
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Employee
understands and agrees that she is releasing the Company from any
and all claims by which she is giving up the opportunity to recover
any compensation, damages, or any other form of relief in any
proceeding brought by her or on her behalf. Notwithstanding the
foregoing, this Agreement is not intended to operate as a waiver of
any retirement or pension benefits that are vested, the eligibility
and entitlement to which shall be governed by the terms of the
applicable plan. Nor shall this Agreement operate to waive or bar
any claim or right which — by express or unequivocal terms of
law — may not un
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