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Exhibit
10.1
SEPARATION AGREEMENT
AND RELEASE
This Separation Agreement and
Release (the “Agreement”) is made and entered into as
of this 21 st day
of November, 2007 by and between J. Robert Vipond
(“you”) and Crane Co. (the “Company”). In
consideration for the parties’ execution of this Agreement
and the promises and covenants contained herein, you and the
Company hereby agree as follows:
1. Your active employment
terminated on November 14, 2007 after which time you were
placed on a paid leave of absence. You agree to resign your
position as V.P. Finance and CFO, effective immediately.
2. Contingent upon the full
execution and delivery of this Agreement without a revocation
having been given, you will receive the following
benefits:
(a) From November 14,
2007, through January 31, 2008, you will remain on a paid
leave of absence and you will receive your current salary of
$12,930.77 per pay period, less all applicable deductions, paid
according to the Company’s ordinary payroll practices (the
“Salary Continuation Period”).
(b) You will continue to
participate in all employee welfare plans maintained by the Company
for its employees and their dependents in accordance with the terms
of such plans through January 31, 2008. You will not receive
any benefits after January 31, 2008 but you will be eligible
for COBRA benefits thereafter.
(c) You will be allowed the
use of your Company car during the Salary Continuation Period.
Normal repairs, maintenance and gasoline will be your
responsibility. Upon termination of the Salary Continuation Period,
the Company will transfer title of the car to you at no cost to
you. The Company will issue appropriate tax documentation relating
to this transaction.
(d) You will remain a
participant in the EVA bonus pool for Crane Co. Corporate for the
year 2007. Your participation percentage will remain the same as
last year (7.5% of the pool) and the payout will be computed per
the Crane Co. Corporate EVA Plan payout calculation. The bonus will
be paid promptly after the Salary Continuation Period but not later
than February 28, 2008. All remaining amounts in your EVA bank
will be forfeited.
(e) All outstanding stock
options and restricted stock granted to you under the Crane Co.
Stock Incentive Plan will be governed by the terms of that Plan and
any stock option or restricted stock agreement between the Company
and you. Your options will continue to vest during the Salary
Continuation Period and any remaining vested options at the end of
such period shall be exercisable for 90 days thereafter, after
which time such options will expire. Your restricted stock will
continue to vest through the Salary Continuation Period, and at the
end of such period all unvested restricted stock will be
forfeited.
(f) The Company agrees to pay
you a lump sum payment equal to 9 and one half months pay at your
current base pay (9.5 x $28,016.67 = $266,158.36) minus all
required deductions. The Company also agrees to pay you for
vacation days accrued but not used up through and including all of
2007 plus the Salary Continuation Period, minus all required
deductions. Such amounts will be paid to you after the last payment
made during the Salary Continuation Period but not later than
February 15, 2008.
(g) The Company will provide
you with outplacement counseling services through Lee Hecht
Harrison for a period up to six months at no expense to you. The
Company will not be obligated to provide you with any additional
outplacement services except as stated in this
paragraph.
(h) You will submit to the
Controller or his designee at Crane Co., no later than
February 15, 2008, any claims for ordinary and necessary
business expenses incurred by you through January 31, 2008 for
consideration, review and payment by the Company in accordance with
its expense reimbursement policies and procedures. The Company
agrees to pay approved claims in accordance with its policies and
procedures.
(i) The Company will pay you
$10,000 in respect of your attorneys fees in connection with the
review of this Agreement, on or before December 15,
2007.
(j) The Company will not
oppose your application for unemployment benefits.
(k) If the Company is
requested to provide a reference for you, the response will be made
by the Chief Executive Officer. In addition to confirming dates of
employment and compensation paid to you, the reference, whether
orally or in writing, will be limited to the substance contained in
Exhibit A.
(1) The Company will issue
the press release attached as Exhibit B.
3. Other than as set forth in
Paragraphs 2(a) through (1), you will not receive — and you
acknowledge that you are not entitled to receive — any
compensation, payment or benefits of any kind from the Company,
other than your accrued benefits under the Company’s 401k
plan and pension plan in accordance with the terms of such plans.
You acknowledge that you would not be entitled to receive the
payments and benefits specified in Paragraph 2(a) through
(1) absent your execution of this Agreement and the
fulfillment of the promises made herein.
4. (a) In consideration
of the Company’s execution of this Agreement and of the
payments provided for above, which you acknowledge is adequate
consideration, you hereby irrevocably and unconditionally waive,
release, and forever discharge and covenant not to sue the Company
and its affiliated, related or associated partnerships, limited
liability companies and corporations and their respective past and
present partners, managing directors, members, stockholders,
directors, officers, employees, agents, attorneys, employee benefit
plans, stock plans or plan fiduciaries
(collectively, the
“Releasees”), from any and all claims, liabilities and
causes of action of any kind which you ever had, now have or
hereafter may have against the Company or any Releasee by reason of
any matter, cause or thing whatsoever occurring on or at any time
prior to the date hereof, whether known or unknown to you and
including, but not limited to, all claims arising out of or from or
regarding or pertaining to any transaction, dealing, conduct, act
or omission, or any other matters or things relating to the
employment relationship and/or the termination of the employment
relationship, based upon any contract, whether express or implied,
oral or written, tort or public policy, claim for costs, fees or
expenses, or any allegation of illegal employment practices,
defamation or breach of any federal, state or local fair employment
practice or equal opportunity law, or wage and hour law, as
amended, including, but not limited to, the National Labor
Relations Act, Title VII of the Civil Rights Act of 1964, Sections
1981 through 1988 of Title 42 of the United States Code, the
Employee Retirement Income Security Act of 1974, the Immigration
Reform Control Act, the Americans with Disabilities Act of 1990,
the Age Discrimination in Employment Act of 1967, the Family and
Medical Leave Act of 1993, the Fair Labor Standards Act, the
Occupational Safety and Health Act, the Consolidated Omnibus Budget
Reconciliation Act, the Connecticut Hu
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