Exhibit 10.18
SEPARATION AGREEMENT AND
RELEASE
I. Release. For good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the undersigned, with the intention of binding
himself, his heirs, executors, administrators and assigns, does
hereby release and forever discharge Michaels Stores, Inc., a
Delaware corporation (the “ Company ”), and its
present and former parent, officers, directors, executives, agents,
employees, affiliated companies, subsidiaries, successors,
predecessors and assigns (collectively, the “ Released
Parties ”), from any and all claims, complaints, actions,
causes of action, demands, rights, damages, debts, accounts, suits,
expenses, attorneys’ fees and liabilities of whatever kind or
nature in law, equity, or otherwise, whether now known or unknown
(collectively, the “ Claims ”), which the
undersigned now has, owns or holds, or has at any time heretofore
had, owned or held against any Released Party, arising out of or in
any way connected with the undersigned’s employment
relationship with the Company, its subsidiaries, predecessors or
affiliated entities, or the termination thereof, under any Federal,
state or local statute, rule, or regulation, or principle of
common, tort or contract law, including but not limited to,
Title VII of the Civil Rights Act of 1964, as
amended , 42 U.S.C. §§ 2000e et
seq. , the Age Discrimination in Employment Act of 1967,
as amended , 29 U.S.C. §§ 621
et seq. , the Americans with Disabilities Act of
1990, as amended , 42 U.S.C. §§ 12101,
et seq. , and any other equivalent or similar
Federal, state, or local statute; provided , however
, that nothing herein shall release the Company of its obligations
under that certain Change in Control Severance Agreement (the
“ Change in Control Severance Agreement ”) in
which the undersigned participates and pursuant to which this
Separation Agreement and Release is being executed and
delivered. The undersigned understands that, as a result of
executing this Separation Agreement and Release, he will not have
the right to assert that the Company or any other Released Party
unlawfully terminated his employment or violated any of his rights
in connection with his employment or otherwise.
The undersigned affirms that he has not filed,
caused to be filed, or presently is a party to any Claim against
any Released Party in any forum or form and that he knows of no
facts which may lead to any Claim being filed against any Released
Party in any forum by the undersigned or by any agency or
group. Except for his final paycheck, the undersigned further
affirms that he has been paid and/or has received all leave (paid
or unpaid), compensation, wages, bonuses, commissions, and/or
benefits to which he may be entitled and that no other leave (paid
or unpaid), compensation, wages, bonuses, commissions and/or
benefits are due to him from any Released Party, except as
specifically provided in this Separation Agreement and
Release. The undersigned furthermore affirms that he has no
known workplace injuries or occupational diseases and has been
provided and/or has not been denied any leave requested under the
FMLA. If any court assumes jurisdiction of any such Claim
against any Released Party on behalf of the undersigned, the
undersigned will request such court to withdraw the
matter.
The undersigned further declares and represents
that he has carefully read and fully understands the terms of this
Separation Agreement and Release; that he has been advised and had
the opportunity to seek the advice and assistance of counsel with
regard to this Separation Agreement and Release; that he may take
up to and including twenty-one (21) calendar days from receipt
of this Separation Agreement and Release to consider whether to
sign it; that he may revoke this Separation Agreement and Release
within seven (7) calendar days after signing it by delivering
to the Company written notification of revocation; and that he
knowingly and
voluntarily, of his own free will, without any
duress, being fully informed and after due deliberate action,
accepts the terms of and signs the same as his own free
act.
II. Resignation and Severance
Compensation . The termination of the undersigned is effective
April 4, 2008 (“Termination Date”).
Accordingly, the undersigned hereby irrevocably and unconditionally
resigns from any officer position he holds within Michaels or any
of its subsidiaries or divisions effective on the Termination
Date. It is stipulated and agreed that the
undersigned’s resignation from the Company is for “Good
Reason” (as that term is defined in Section 1(t) of
the Severance Agreement), and that the undersigned is not obligated
to comply with the notice provisions set forth in
Section 1(t) of the Change in Control Severance
Agreement. It is further stipulated and agreed that the Company
shall pay, provide and/or grant the undersigned all compensation
and benefits set forth under Section 6(b) of the Change
in Control Severance Agreement.
III. Severance Pay . Pursuant
to Section 6(b)(i) of the Change in Control Severance
Agreement, the Company shall pay a lump-sum payment in the gross
amount of Three Million, Two Hundred Sixty Seven Thousand, One
Hundred Eighty-Nine Dollars and 74/100 ($3,267,189.74), subject to
all applicable or customary tax withholding
requirements.
IV. Prorated Annual
Bonus . Pursuant to Section 6(b)(ii) of the Change in
Control Severance Agreement, the Company shall pay a lump-sum
payment in the gross amount of Seventy Six Thousand, One Hundred
Seventy-Three Dollars and 00/100 ($76,173.00), subject to all
applicable or customary tax withholding requirements.
V. Continued Welfare and Fringe Benefits.
The undersigned’s welfare and fringe benefits will
continue in accordance with Section 6(b)(iii) of the
Change in Control Severance Agreement. The undersigned agrees
that he will notify the Company within seven calendar days of
becoming eligible under another employer’s medical and/or
welfare benefits plan. The Company will make a lump-sum
payment in the amount of One Thousand Five Hundred
Thirty
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