EXHIBIT
10.1
SEPARATION
AGREEMENT AND RELEASE
This Separation
Agreement and Release (the “Agreement”) is entered into
by and between Haverty Furniture Companies, Inc. (the
“Company”) and M. Tony Wilkerson (the
“Employee”).
WHEREAS
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Employee was employed by the Company on an at-will basis as
Executive Vice President of Merchandising; and
WHEREAS
,
Employee has notified the Company of Employee’s desire to
resign from the Company effective February 15, 2009, and the
Company has accepted Employee’s resignation; and
WHEREAS
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Employee and the Company mutually desire to terminate all
relationships between them, except those relationships specifically
set forth in this Agreement, all in accordance with the terms of
this Agreement.
NOW,
THEREFORE , in
consideration of the covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement
covenant and agree as follows:
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1.
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Payments and
Benefits to Employee
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(a)
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The
Company shall pay Employee, pursuant to its normal payroll
practices, any earned but unpaid salary and vacation through
February 15, 2009 (the “Separation Date”), including
four (4) weeks of vacation.
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(b)
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Employee and
covered dependents shall remain on the Group Medical Program until
August 31, 2010, and shall retain all related rights and
responsibilities. Employee will remit to the Company his portion of
the required monthly premium; for 2009 this monthly amount is
$307.93. The Company will remit the remaining monthly amount due of
$553.97.
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(c)
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In
exchange for Employee’s promises and releases set forth in
this Agreement, the Company shall permit the outstanding grants of
restricted stock, and restricted stock grants, awarded to Employee
as a result of his 2004 to 2008 performance, to vest on his
Separation Date, February 15, 2009. This includes restricted stock
grants of 8,000 shares, PARS of 4,800 shares, and PARSUs of 3,500
shares. All Stock Settled Appreciation Rights will be forfeited
(17,500 SARs). Employee has received, read and will comply with the
enclosed memorandum regarding continuing reporting obligations and
transaction restrictions.
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(d)
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In
exchange for Employee’s promises and releases set forth in
this Agreement, the Company shall permit all Incentive Stock
Options to convert to Non-Qualified Options (30,952 shares). The
expiration date on all options will remain the same as on the grant
date. If there are any unexpired options remaining at
employee’s death, the beneficiary/estate can exercise the
options up to one year after employee’s death, providing the
exercise is prior to the options’ expiration date.
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2.
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General Release
and Covenant Not to Sue
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(a)
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In
consideration of the payments and actions described in
Section 1, Employee hereby irrevocably and unconditionally
releases, acquits, and forever discharges the Company, its
subsidiaries, and corporate affiliates, and each of their former
and current owners, stockholders, predecessors, successors,
assigns, agents, directors, officers, employees, representatives,
attorneys, benefits plans, benefits administrators, and insurers
(collectively, “Releasees”), from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts and expenses (including
attorneys’ fees and costs actually incurred) of any nature
whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent, including but not limited to claims arising under Title
VII of the Civil Rights Act of 1964, as amended, the Rehabilitation
Act of 1973, as amended, the Americans with Disabilities Act, as
amended, the Employee Retirement Income Security Act of 1974, as
amended, 42 U.S.C. § 1981, the Family Medical Leave Act, as
amended, the Older Workers Benefit Protection Act, the Fair Labor
Standards Act, the Sarbanes-Oxley Act of 2002 and the Lilly
Ledbetter Fair Pay Act; claims based on any other federal, state,
or local statute, law, constitution, ordinance or regulation; and
claims relating to breach of implied or express contract, public
policy or tort claims arising at any time on or before the date on
which this Agreement is signed by Employee. Employee understands
and agrees that this release specifically applies to all prior
agreements and arrangements between him and the Company, including
all agreements related to Company stock, stock options, bonuses,
and other incentive compensation and equity interests in the
Company; provided, however, that Employee is not forfeiting any
right to Company stock which has already vested in Employee
pursuant to the Company’s equity incentive plans.
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(b)
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Employee also
hereby knowingly and voluntarily releases and forever discharges
Releasees, collectively, separately, and severally, from any and
all claims, causes of action, and liabilities arising under the Age
Discrimination in Employment Act of 1967, as amended
(“ADEA”), which he, his heirs, administrators,
executors, personal representatives, beneficiaries, and assigns may
have or claim to have against Releasees. Notwithstanding any other
provision or paragraph of this Agreement, Employee does not hereby
waive any rights or claims under the ADEA that may arise after the
date on which he signs this Agreement.
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i.
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Employee hereby
acknowledges and represents that he has been given a reasonable
period of at least twenty-one (21) days to consider the terms of
this Agreement; that by this Agreement the Company has advised
Employee in writing to consult with an attorney prior to executing
this Agreement; and that he has received valuable and good
consideration in exchange for his execution of this
Agreement.
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ii.
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Employee will
have a period of seven (7) days after the date on which he signs
this Agreement in which to revoke his release of ADEA claims. In
order for any revocation of ADEA claims to be effective, such
revocation must be communicated in writing to the Company’s
General Counsel, Janet Taylor, so that it is received by Ms. Taylor
within the seven (7) day revocation period. The eighth day after
Employee signs and does not revoke this Agreement is referred to
herein as the “Effective Date”.
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(c)
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Employee
represents and warrants that Employee has been paid and/or has
received all compensation, wages, bonuses, commissions, vacation
time, and other benefits to which Employee may be entitled from any
of the Releasees except as provided in this Agreement.
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(d)
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Employee
represents and warrants that Employee has not divulged any
proprietary or confidential information of the Company or any of
the other Releasees.
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(e)
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Employee
represents and warrants that Employee is not aware of any act,
failure to act, practice, policy, or activity of the Company or any
of the other Releasees
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