Exhibit 10.1
SEPARATION AGREEMENT AND
RELEASE
This SEPARATION AGREEMENT AND
RELEASE (“Agreement”) is made and entered into by and
between Randall R. Powers (“Powers”) and Wise Metals
Group, LLC, including Wise Alloys, LLC and all of its affiliated
companies (“Wise” or the “Company”), and to
and for the benefit of the respective shareholders, directors,
members, managers, officers, successors, subsidiaries, employees,
supervisors, advisors, attorneys, affiliates, and other agents of
Wise (hereafter collectively referred to as
“Releasees”). In consideration of the premises,
promises and other items contained herein, the receipt and
sufficiency of which are hereby acknowledged, Powers and Wise agree
as follows:
1. Powers is employed by Wise in the
position of President and Chief Operating Officer. Powers has been
informed by Wise that his employment is being terminated effective
April 10, 2006 (“Effective Date”) pursuant to
section 8(ii)(b) and (c) of the Employment Agreement dated
July 1, 2004, as amended, between Wise and Powers
(“Employment Agreement”).
2. In order to ease Powers’
transition to new employment, Wise offers and Powers accepts a
severance benefit contained in this Agreement in Section 3,
and Powers and Wise agree that this Agreement (and the payments and
benefits set forth herein) shall be in lieu of any other severance
or compensation to which Powers may be entitled or any other prior
contract or agreement or promise. As a material term of this
Agreement, Powers and the Company desire to settle and resolve any
and all claims, whether known or unknown that may arise out of
Powers’ employment by and affiliation with Wise and/or the
termination of said employment.
3. The severance benefit that Wise
offers and that Powers accepts is as follows:
(a) Wise will continue Powers’
current base salary for a period of 3 months following the
Effective Date, in accordance with Wise’s salary
administration policy, less required tax withholding. At the sole
discretion of Wise, taking into account whatever circumstances and
considerations it believes are appropriate, the severance may be
extended.
(b) To the extent Powers has any
remaining earned but unused vacation as of the Effective Date, Wise
will pay to Powers the cash equivalent of any such earned but
unused vacation pay (less required tax withholding).
(c) In addition to the salary
continuation stated in subparagraph (a), if Powers elects to
continue his group health coverage under COBRA for himself and
family members (spouse and children), the Company will pay to
Powers a supplement equal to COBRA cost of coverage (less required
tax withholding) per bi-weekly pay period to help offset monthly
health insurance premiums. These payments will end when Powers
obtains coverage under another health care plan or when salary
continuation provided in Section 3(a) ends, whichever occurs
earlier.
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(d) Powers understands and agrees
that the severance payments and other benefits contained in
subparagraphs (a) – (c) of Section 3, as well
bridging of his 401K Plan service provided in Section 4, are
good and valuable consideration in exchange for this Agreement to
which he is not otherwise entitled, and they are in lieu of any and
all other severance, compensation, salary, wages, bonuses or other
monetary benefits to which Powers might otherwise be entitled from
the Company, except as outlined in Section 4 below.
4. Powers will remain entitled to
any benefits to which he would otherwise be entitled under the
terms and conditions of any 401(k) Plan or other retirement plan
sponsored by Wise, and nothing in this Agreement is intended to
waive or relinquish Powers’ vested rights in such benefits.
As additional consideration for this Agreement, Wise will bridge
Powers’ service so that as of the Effective Date, he will be
deemed vested in the 401(k) Plan, including the matching
contributions made by the Company. On the Effective Date,
Powers’ participation in the Company’s employee benefit
plans as an active employee shall cease in accordance with the
terms and conditions of those plans, subject to continuation rights
that Powers may have under the terms of any such plan and/or COBRA.
Other than the payments and benefits outlined in Sections 3 and 4
of this Agreement, Powers understands he will neither receive nor
be entitled to any other compensation, payments, salary or benefits
from the Company after the Effective Date under this Agreement or
otherwise.
5. In consideration of the above
described promises and payments, Powers agrees on behalf of himself
and all persons who may claim through him to irrevocably and
unconditionally release, acquit and forever discharge the Company
and R
