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FEDERAL SIGNAL CORPORATION RELEASE AND SEVERANCE AGREEMENT

Release Agreement

FEDERAL SIGNAL CORPORATION RELEASE AND SEVERANCE AGREEMENT | Document Parties: FEDERAL SIGNAL CORPORATION You are currently viewing:
This Release Agreement involves

FEDERAL SIGNAL CORPORATION

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Title: FEDERAL SIGNAL CORPORATION RELEASE AND SEVERANCE AGREEMENT
Governing Law: Illinois     Date: 2/27/2009
Industry: Conglomerates     Sector: Conglomerates

FEDERAL SIGNAL CORPORATION RELEASE AND SEVERANCE AGREEMENT, Parties: federal signal corporation
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EXHIBIT KK

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:

 

(a)

 

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

 

 

(b)

 

claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or

 

 

(c)

 

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.

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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