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EXHIBIT
10.1
SEPARATION AGREEMENT AND
GENERAL RELEASE
Argonaut Group, Inc. (Company) and I,
Gregory M. Vezzosi, agree as follows:
I. Separation
Benefits
| A. |
In General: The Company promises that, within fourteen
business (14) days after I sign this Separation Agreement and
General Release, I will receive the amount or benefits set forth in
this Section that are conditioned on my execution of this
Agreement. I may revoke this Agreement within seven (7) days
after I sign it, in which case I will not receive amounts or
benefits that are conditioned on my execution of this Agreement. I
acknowledge that the Company is not otherwise required to pay or
provide me such amounts or benefits. This Agreement will not become
effective or enforceable unless and until the seven-day revocation
period has expired without my revoking it. |
| B. |
Sufficiency of Consideration: I acknowledge and agree
that the sums and benefits to be provided under the terms of the
Agreement are, in significant and substantial part, in addition to
those benefits to which I am otherwise entitled. |
| C. |
Cash Payment: I will receive a lump sum payment of
$675,000, less all required local, state, and federal tax
deductions, the receipt and sufficiency of which is hereby
acknowledged. For this same time period, the Company will deduct my
portion (if any) of all previously elected health benefits from the
lump sum payment referenced in Paragraph C above. |
| D. |
Compensation and Benefit Plans: I will cease to be
eligible to participate under any applicable stock option, bonus,
incentive compensation, commission, medical, dental, life
insurance, retirement, and other compensation or benefit plans of
the Company following my termination of employment. Thereafter, I
will have no rights under any of those plans, except as
follows: |
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1. |
I will receive all compensation earned through the date of my
termination, December 31, 2007 . |
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2. |
I will receive payment for my unused accrued vacation
days. |
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3. |
The Company will pay the employer portion of all previously
elected health benefits through December 31, 2007
. |
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4. |
I will have the right to COBRA continuation coverage as to any
Company-provided medical, dental, vision, or flex spending plan in
which I participate, which means that I will be entitled to buy
continued health plan coverage under the normal COBRA health care
continuation rules. |
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5. |
I will retain my vested benefits under all applicable qualified
and non-qualified retirement plans of the Company, and all rights
associated with such benefits, as determined under the official
terms of those plans. |
| E. |
Outplacement Services : I will be eligible to
participate in the Company’s Outplacement Service Program
provided by a third-party provider, Lee Hecht Harrison. I will be
eligible to participate in a two-day Milestones Seminar. Then I
will be eligible to participate in the Career Assistance Program
that is designed to help an individual learn effective job search
strategies and techniques. Services are provided for up to three
months. The Company will pay the cost of these services, not to
exceed $5,000.00. |
II. Complete
Release
| A. |
In General : In exchange for the Company’s
promises contained in this Agreement, I agree to irrevocably and
unconditionally release any and all Claims I may now have against
the Company and other parties as set forth in this Section
II. |
| B. |
Released Parties : The Released Parties are the Company,
all related companies, partnerships, or joint ventures, and, with
respect to each of them, their predecessors and successors; and,
with respect to each such entity, all of its past and present
employees, officers, directors, stockholders, owners,
representatives, assigns, attorneys, agents, insurers, employee
benefit programs (and the trustees, administrators, fiduciaries,
and insurers of such programs), and any other persons acting by,
through, under or in concert with any of the persons or entities
listed in this subsection. |
| C. |
Claims Released : I understand and agree that I am
releasing all known and unknown claims, promises, causes of action,
or similar rights of any type that I may have (the
“Claims”) against any Released Party, except that I am
not releasing any claim that relates to: (i) my right to
enforce this Agreement; (ii) my right, if any, to claim
government-provided unemployment benefits, or (iii) any rights
or claims which may arise or accrue after I sign this Agreement). I
further understand that the Claims I am releasing may arise under
many different laws (including statutes, regulations, other
administrative guidance, and common law doctrines), including, but
by no means limited to: |
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1. |
Anti-discrimination statutes , such as the Age
Discrimination in Employment Act, the Older Workers Benefit
Protection Act, and Executive Order 11141, which prohibit age
discrimination in employment; Title VII of the Civil Rights Act of
1964, Section 1981 of the Civil Rights Act of 1866, and
Executive Order 11246, which prohibit discrimination based on race,
color, national origin, religion, or sex; the Equal Pay Act, which
prohibits paying men and women unequal pay for equal work; the
Americans With Disabilities Act and Sections 503 and 504 of the
Rehabilitation Act of 1973, which prohibit discrimination based on
disability; and any other federal, state, or local laws prohibiting
employment or wage discrimination. |
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2. |
Federal employment statutes , such as the WARN Act,
which requires that advance notice be given of certain work force
reductions; the Employee Retirement Income Security Act of 1974,
which, among other things, protects employee benefits; the Fair
Labor Standards Act of 1938 and state laws which regulates wage and
hour matters; the Family and Medical Leave Act of 1993, which
requires employers to provide leaves of absence under certain
circumstances; and any other federal laws relating to employment,
such as veterans’ reemployment rights laws. |
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3. |
Other laws , such as any federal, state, or local laws
providing workers’ compensation benefits (or prohibiting
workers’ compensation retaliation), restricting an
employer’s right to terminate employees, or otherwise
regulating employment; any federal, state, or local law enforcing
express or implied employment contracts or requiring an employer to
deal with employees fairly or in good faith. |
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4. |
Tort and Contract Claims , such as claims for wrongful
discharge, negligence, negligent hiring, negligent supervision,
negligent retention, physical or personal injury, emotional
distress, fraud, fraud in the inducement, negligent
misrepresentation, defamation, invasion of privacy, interference
with contract or with prospective economic advantage, breach of
express or implied contract, breach of covenants of good faith and
fair dealing, promissory estoppel, and similar or related
claims. |
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5. |
Examples of released Claims include, but are not limited
to: (i) Claims that in any way relate to my employment with
the Company or any other Released Party, or the termination of that
employment, such as Claims for compensation, bonuses, commissions,
lost wages, or unused accrued vacation or sick pay;
(ii) Claims that in any way relate to the design or
administration of any employee benefit program; (iii) Claims
that I have irrevocable or vested rights to severance or similar
benefits or to post-employment health or group insurance benefits;
or (iv) any Claims to attorneys’ fees or other
indemnities. |
| D. |
Unknown Claims : I understand that I am releasing Claims
that I may not know about. That is my knowing and voluntary intent,
even though I recognize that someday I might learn that some or all
of the facts I currently believe to be true are untrue and even
though I might then regret having signed thi |
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