Exhibit 10.1
SEPARATION AGREEMENT AND
GENERAL RELEASE
This Separation
Agreement and General Release (“Agreement”) is entered
into as of the 20 th day of August, 2008, and made
effective retroactive to the 25th day of July, 2008 (the
“Effective Date”), by and between Timothy B. Page
(“Employee”) and Quality Distribution, Inc. (the
“Company”).
WHEREAS , Employee has been employed by Company;
and
WHEREAS , Employee and Company have mutually agreed that
it is desirable to end Employee’s employment with Company on
the terms and conditions set forth in this Agreement.
NOW, THEREFORE
, Employee and Company, intending to
be legally bound and in consideration of the mutual promises
contained herein and other good and valuable consideration, receipt
of which is hereby acknowledged, hereby agree as
follows:
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1.
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Resignation . Employee and Company mutually agree that
Employee will resign from his employment effective
November 28, 2008 (the “Termination
Date”).
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2.
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Cooperation . During the period between the Effective Date
and the Termination Date, Employee agrees to serve in the position
of Advisor to the CEO, fully cooperate with the Company and perform
duties assigned by the CEO to the best of his ability. Failure to
comply with this provision will void this Agreement and any
benefits derived from it and the Employee shall be entitled to the
benefits outlined in this original Employment contract. In addition
to other assignments requested by the CEO, the Employee will
specifically work on the four special projects/deals assigned to
him by the CEO.
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3.
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Accrued
Pay . Employee will
be paid his accrued salary for his services through the close of
business on the Termination Date, in accordance with normal payroll
cycles
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4.
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Severance
Period; Severance Payments . For a period of 52 weeks following the
Termination Date (the “Severance Period”), Employee
shall be paid at his current base salary, in accordance with the
normal payroll cycles. Employee shall not be entitled to any bonus
or other cash compensation during the Severance Period.
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5.
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Health Benefits;
COBRA . The Employee
shall receive medical, dental and vision coverage (if applicable)
during the Severance Period at the applicable rates as all other
employees, including new rates that become applicable for 2009. The
Employee’s COBRA benefits (18 month eligibility) will start
effective on the first day of the Severance Period. During the
first 52 weeks, the Company will
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pay for the benefit except for
the Employee portion. After 52 weeks, if the Employee elects to
remain on COBRA, the Employee will be responsible for the entire
COBRA payment. If the Employee obtains other employment that offers
medical, dental, and vision coverage within the Severance Period,
or otherwise becomes eligible for such coverage within the
Severance Period, the Employee shall be required to elect those
benefits and cease COBRA coverage from Company.
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6.
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Life
Insurance . All life
insurance coverage will cease as of the first day of the Severance
Period.
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7.
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Disability Insurance . Short term and long term disability coverage
cease as of the first day of the Severance Period.
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8.
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Stock
Options . The 37,500
options scheduled to vest on December 1, 2008 will vest on the
first day of the Severance Period. Any other unvested options will
be forfeited. Any vested options (including any options vested
prior to the Termination Date) will be eligible to be exercised
through February 28, 2010, at which time any unexercised
vested options will expire. Employee may use the Company’s
cashless exercise program, if such a program is in effect at the
time of exercise, for payment of the exercise price. Employee shall
not be entitled to the grant or issuance of any stock option after
the Effective Date.
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9.
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Restricted Stock . All current unvested restricted stock will
vest on the first day of the Severance Period. Employee shall not
be entitled to the grant or issuance of any restricted stock after
the Effective Date.
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10.
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401(k);
Deferred Compensation . If applicable, 401(k) contributions and
deferred compensation contributions can only be deducted through
the Termination Date.
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11.
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Unemployment Compensation
. If Employee elects to file for
Unemployment Compensation and collect weekly benefits during the
Severance Period, Employee agrees that the Company may deduct an
amount equal to the unemployment benefits from Employee’s
severance payments.
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12.
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Future
Assistance . The
Employee agrees that he shall cooperate with Company in the future
should the Company need information, testimony or other material
relating to the Employee’s employment with the Company. The
Company agrees to reimburse the Employee for any expenses incurred
or loss suffered as a result of providing such
cooperation.
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13.
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General
Release By Employee .
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a.
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In
consideration for the foregoing, the Employee, individually and on
behalf of , as applicable, Employee’s agents,
representatives, guardians, heirs, assigns, successors, executors,
administrators, insurers, and anyone else who has or may have a
claim by or through him, hereby irrevocably releases and discharges
Company and the Other Released Parties (as defined below) from any
and all Claims and Controversies (as defined below); provided,
however, that nothing in this Agreement will be considered a
release of Employee’s claims, if any, for Employee’s
right to enforce the terms of this Agreement.
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b.
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For purposes of
this Agreement, the term “Other Released Parties”
means, as applicable, Company and its subsidiaries and affiliated
entities, along with their respective officers, directors,
shareholders, employees, contractors, agents, and
representatives.
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c.
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For purposes of this Agreement,
the term “Claims and Controversies” means any and all
claims, debts, damages, demands, liabilities, benefits, suits in
equity, complaints, grievances, obligations, promises, agreements,
rights, controversies, costs, losses, remedies, attorneys’
fees and expenses, back pay, front pay, severance pay, percentage
recovery, injunctive relief, lost profits, emotional distress,
mental anguish, personal injuries, liquidated damages, punitive
damages, disability benefits, interest, expert fees and expenses,
reinstatement, other compensation, suits, appeals, actions, and
causes of action, of whatever kind or character, including without
limitation, any dispute, claim, charge, or cause of action arising
under the Civil Rights Act of 1964, Title VII, 42 U.S.C.
§§ 2000e et seq., as amended (including the Civil Rights
Act of 1991), the Civil Rights Act of 1866, 42 U.S.C. §§
1981 et seq., as amended, the Equal Pay Act of 1963 (EPA), 29
U.S.C. §§ 201 et seq., as amended, the Age Discrimination
in Employment Act of 1967, 29 U.S.C. §§ 621 et seq., as
amended, the Americans with Disabilities Act of 1990 (ADA), 42
U.S.C. §§ 12101 et seq., as amended, the Rehabilitation
Act of 1973, 29 U.S.C. §§ 794 et seq., as amended, the
Employee Retirement Income Security Act (ERISA), 29 U.S.C.
§§ 1001 et seq., as amended, the Consolidated Budget and
Reconciliation Act of 1985 (COBRA), §§ 1161 et seq., as
amended, the Fair Labor Standards Act (FLSA), 29 U.S.C.
§§ 201 et seq., as amended, the Family and Medical Leave
Act (FMLA), 29 U.S.C. §§ 2601 et seq., as amended, the
Labor Management Relations Act (LMRA), 29 U.S.C. §§ 141
et seq., as amended, the Employee Polygraph Protection Act, 29
U.S.C. §§ 2001 et seq., as amended, the Racketeer
Influenced and Corrupt Organizations Act (RICO), 18 U.S.C.
§§ 1961 et seq., as amended, the Occupational Safety and
Health Act (OSHA), 29 U.S.C. §§ 651 et seq., as amended,
the Electronic Communications Privacy Act, 18 U.S.C. 2510 et seq.,
and 2701 et seq., as amended, the Uniform Services Employment
and
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Re-Employment Rights Act, 38 U.S.C.
§§ 4301 et seq., as amended, the Sarbanes-Oxley Act, 18
U.S.C. § 1514A, as amended, the Florida Civil Rights Act
(“FCRA”), Chapter 760, Florida Statutes, all other
applicable state and federal fair employment laws, state and
federal equal employment opportunity laws, and state and federal
labor statutes and regulations, and all other constitutional,
federal, state, local, and municipal law claims, whether statutory,
regulatory, common law (including without limitation, breach of
express or implied contract, wrongful discharge in violation of
public policy, breach of covenant of good faith and fair dealing,
promissory estoppel, quantum meruit, fraud, fraud in the
inducement, fraud in the factum, statutory fraud, negligent
misrepresentation, defamation, libel, slander, slander per se,
retaliation, tortious interference with prospective contract,
tortious interference with business relationship, tortious
interference with contract, invasion of privacy, intentional
infliction of emotional distress, and any other common law theory
of recovery, whether legal or equitable, negligent or intentional),
or otherwise, whether known or unknown to the parties, foreseen or
unforeseen, fixed or contingent, liquidated or unliquidated,
directly or indirectly arising out of or relating to any and all
disputes now existing between Employe
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