Exhibit 10. 1
GENERAL RELEASE &
SEPARATION AGREEMENT
THIS GENERAL
RELEASE & SEPARATION AGREEMENT (“Agreement”) is
made and entered into by and between SIRVA, Inc., its
subsidiaries and their subsidiaries including, but not limited to,
SIRVA Relocation, LLC, Allied Van Lines, Inc. and North American
Van Lines, Inc (hereafter collectively referred to as
“Company”), and Todd W. Schorr
(“Associate”).
Recitals
WHEREAS,
Associate’s employment with the Company is terminating and
Associate wishes to receive certain compensation and benefit
enhancements as described in this Agreement.
WHEREAS,
Associate’s employment relationship with the Company is
covered by the Age Discrimination in Employment Act of 1967, as
amended.
WHEREAS, as a
condition to receipt of the compensation of benefit enhancements to
which Associate is not otherwise entitled, the Company requires the
Associate to execute this Agreement.
NOW, THEREFORE, in
consideration of the matters set forth in the Recitals and the
mutual covenants and promises outlined below, the parties agree as
follows:
Terms and
Conditions
1.
Separation . The Associate’s employment with the
Company shall terminate at the close of business (Illinois time) on
April 30, 2007. (“Termination Date”); provided that,
Associate hereby resigns from all officer and director positions
held by Associate effective April 29, 2007. Associate shall
continue to receive his current pay and benefits through the
Termination Date.
2.
Severance Pay, Bonus and Benefits .
(a)
Generally. In consideration of the execution and
non-revocation of this Agreement, the Company shall pay Associate
severance pay at his current rate of pay beginning on the first
regular pay period following the expiration of the revocation
period, and continuing for twelve (12) months (the “Severance
Period”). Associate’s health benefits previously
elected under the Company’s Benefits program, but excluding
short and long term disability benefits and life insurance
benefits, shall continue during the Severance Period.
(b)
Additional Consideration . In lieu of any payments Associate
may otherwise be eligible to receive under any management incentive
or other performance incentive plan, Associate will also be
eligible to receive a pro rata share of the award, if any,
that Associate would have received under the 2007 Management
Incentive Plan if Associate’s employment had continued.
Payment of any MIP award is contingent upon satisfaction of Company
and business
unit targets,
Compensation Committee approval and Associate’s compliance
with the terms of this Agreement. The award, if any, shall be paid
to Associate at the same time as 2007 MIP awards are generally paid
and shall be subject to payroll taxes and withholding.
Associate shall
also be permitted to remain in the premises located at [Address]
(the “Premises”) until Midnight (Illinois time) on July
31, 2007 under the same terms and conditions that Associate
currently occupies said Premises. Thereafter, Company shall
request that Lincoln Property Company (the “Landlord”)
to allow Company to assign the lease to Associate under the terms
of the Lease Agreement between SIRVA, Inc. and Landlord dated
January 24, 2007. If Landlord does not provide its
written consent to assign the lease, Associate agrees to vacate the
Premises on or before the date stated above.
For informational
purposes only, Associate is not owed any earned but unused Paid
Time Off (“PTO”).
3.
If Associate had established direct deposit for his payment of
wages, then the severance payments will be directly deposited into
the same account and financial institution where Associate’s
previous payment of wages had been directly deposited by Company,
unless Associate provides otherwise below:
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Name of
Institution:
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Account
Number:
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[NOTE TO ASSOCIATE:
only complete the above information if you wish to change
the account to where you want your severance payments directly
deposited from where you currently have your payment of wages
directly deposited.]
4.
Associate acknowledges and agrees that the severance pay and
benefits set forth in Paragraph Two (2) of this Agreement are the
only severance benefits Associate shall receive by electing to
execute this Agreement. Associate further acknowledges and agrees
that upon payment of the amounts expressly provided for in this
Agreement, Associate shall have received full payment for all
services rendered on behalf of the Company, including any amounts
Associate would be otherwise entitled to receive from Company under
the Company’s Management and/or Performance Incentive Plans,
or any other compensation, incentive or severance pay programs.
Nothing in this Agreement shall be construed as a waiver of
Associate’s rights to exercise vested stock options, to any
vested benefits, under the Company’s 401(k) plan and the
SIRVA Executive Retirement & Savings Plan, to continue group
health coverage pursuant to COBRA, or to convert group life
insurance coverage to an individual policy pursuant to the terms of
the applicable group policy. The Company also acknowledges
and agrees to provide Associate with written notice when the
Associate is permitted to exercise any vested stock options
pursuant to the terms of the applicable equity incentive plan of
the Company.
5.
In consideration of the benefits received by Associate hereunder,
Associate hereby IRREVOCABLY, VOLUNTARILY, UNCONDITIONALLY AND
GENERALLY
RELEASES, ACQUITS, AND FOREVER
DISCHARGES Company, and each of Company’s owners,
stockholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, divisions,
subsidiaries, affiliates (and agents, directors, officers,
employees, representatives and attorneys of such divisions,
subsidiaries and affiliates), and all persons acting by, through,
under or in concert with any of them (collectively
“Releasees”), or any of them, from any and all charges,
complaints, claims, damages, actions, causes of action, suits,
rights, demands, grievances, costs, losses, debts, and expenses
(including attorneys’ fees and costs incurred), of any nature
whatsoever, known or unknown (“Claim” or
“Claims”), which Associate now has, owns, or holds, or
claims to have, own, or hold, or which Associate at any time
heretofore had, owned, or held, or claimed to have, own, or held
from the beginning of time to the date of this Agreement.
6.
By way of specification and not by way of limitation, Associate
specifically waives, releases and agrees to forego any rights or
claims that Associate may now have, or may have heretofore had,
against each or any of the Releasees, under tort, contract or other
common law of the State of Illinois, Indiana or other state,
including, but by no means limited to, claims arising out of or
alleging wrongful discharge, breach of contract, retaliatory
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