|
EXHIBIT 10.1
SEPARATION AGREEMENT AND
RELEASE
This Separation Agreement and Release (the
“Agreement”) is entered into between Duane E. Shooltz
(“Shooltz”) and Omega Flex, Inc., a Pennsylvania
corporation (“Omega Flex” or the “Company”)
on October 1, 2007.
WHEREAS, Omega Flex and Shooltz entered into the
Employment Agreement dated March 27, 2006 ("Employment Agreement"),
whereby Shooltz was employed by Omega Flex; and
WHEREAS, Shooltz has voluntarily resigned from his
position as Senior Vice President and General Manager of the
Company’s TracPipe® business, and
WHEREAS, Omega Flex and Shooltz wish to provide for
a mutually amicable ending to Shooltz’s employment with Omega
Flex, and to agree with certainty on their respective rights and
responsibilities as to one another,
NOW THEREFORE, in consideration of the payments and
benefits to Shooltz set forth below and other valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
•
Voluntary Resignation
. Shooltz has voluntarily resigned from his position
and office with Omega Flex on the date of this Agreement (the
“Resignation Date”). Shooltz acknowledges and agrees
that as of the Resignation Date, he has been paid all wages,
salary, accrued vacation, incentive pay, bonuses, commissions, and
any and all other forms of payment, compensation or benefits owed
to him, whether under the Employment Agreement, the Company’s
employee benefit plans, or under any other plan or
program.
•
Separation Pay .
The Company shall pay Shooltz $172,425.00 (“Separation
Pay”), which is equivalent to nine months of his base salary
in effect on the Resignation Date. The Separation Pay shall be paid
in 39 equal weekly installments of $4,421.15 each, less applicable
tax and withholdings, commencing on the first Friday immediately
following the Effective Date (as defined below) of this Agreement.
In addition, if Shooltz elects to continue health insurance
coverage with the Company after the Effective Date) under COBRA,
Omega Flex agrees to pay the premiums for the COBRA coverage for
the twelve month period beginning on the Effective Date
(“COBRA Continuation Payments”). In the event Shooltz
obtains employment after the Effective Date and becomes eligible
for health insurance coverage, Shooltz shall promptly notify the
Company, and his right to receive any remaining COBRA continuation
payments shall terminate immediately. Shooltz acknowledges and
agrees that in the event of a material breach of the terms of this
Agreement, he shall forfeit all remaining but unpaid Separation Pay
and COBRA Continuation Payments owed under this Agreement, in
addition to any other available damages and equitable
relief.
•
Return of Omega Flex Property
. Shooltz agrees that on or before the Resignation
Date, he has returned all confidential and proprietary information
and other
Company property, including laptop computer, cell
phone, office keys and keycard. In the event Shooltz later
discovers any Omega Flex Property in his possession, he shall
return it promptly to the Company. In the event that Shooltz
maintains any confidential or proprietary information belonging to
Omega Flex in electronic form on any personal or home computer
systems, he agrees to make prompt arrangements with the Company to
return or destroy that confidential or proprietary
information.
•
Cooperation and Support
. Shooltz agrees to cooperate with and assist Omega
Flex in minimizing any disruption to Omega Flex’s business
caused by or related to Shooltz’s departure from Omega Flex,
including without limitation communicating mutually agreed upon
messages to Omega Flex’s employees, customers, vendors, and
investors. In addition, Shooltz agrees to make himself reasonably
available to assist the Company, if necessary, in any pending or
future litigation. Omega Flex will provide to Shooltz a general
letter for use in obtaining subsequent employment, the contents of
which shall be mutually agreed upon by the parties.
•
Phantom Stock Plan . The Omega Flex, Inc. 2006 Phantom Stock Plan (the
“Phantom Stock Plan”) and any agreement(s) issued in
connection therewith will govern all issues regarding any phantom
stock units that were awarded to Shooltz under the Phantom Stock
Plan, or the status and disposition of any rights Shooltz may have
thereunder. Without limitation of the foregoing, Shooltz
acknowledges and agrees that (a) as of the Resignation Date, he has
no vested phantom stock units under the Phantom Stock Plan, (b)
that after the Resignation Date, all awards of phantom stock units
granted to him will be forfeited, and (c) after the Resignation
Date he will have no rights or interests under the Phantom Stock
Plan.
•
General Release of All Claims
. Shooltz hereby waives, releases and forever
discharges Omega Flex, and the parents, subsidiaries, divisions,
affiliates, successors and assigns of Omega Flex (collectively, the
“Omega Flex Companies”) together with the current and
former officers, directors, trustees, employees, attorneys, or
agents of any of the Omega Flex Companies (collectively, the
“Omega Flex Releasees”), from any and all claims,
causes of action or suits Shooltz may have, now has or may have in
the future against the Omega Flex Releasees upon or by reason of
any matter, cause or thing whatsoever from the beginning of the
world to the Effective Date, including without limitation any
claims arising from or related, directly or indirectly, to
Shooltz’s employment with the Omega Flex Companies and the
separation of employment with Omega Flex. These claims include
without limitation claims for wages, salary, incentive
compensation, bonuses or any other compensation or benefits,
defamation, breach of fiduciary duties, and any and all claims
arising under federal, state and local statutory or common law,
including, without limitation, Title VII of the Civil Rights Act of
1964, The Americans With Disabilities Act (“ADA”), the
1991 Civil Rights Act, the Employee Retirement Income Security Act
(“ERISA”), The Age Discriminati
|
