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Exhibit
10.1
SEPARATION AGREEMENT
AND
RELEASE OF ALL
CLAIMS
This Separation Agreement and
Release of all Claims (“Release”) is made and entered
into by and between Darlene Schroeder
(“Employee”) and Huttig Building Products, Inc., its
affiliates, subsidiaries, related corporations, successors and
assigns (the “Company”) as of this 4 th day of October, 2007 (the
“Effective Date”). In consideration of the following
promises, the parties agree as follows:
1. Employee acknowledges that she will
separate from employment with the Company effective as of the
earlier of (a) October 4, 2008 or (b) such date as
Employee commences full-time employment with another employer (such
date being hereafter referred to as the “Separation
Date”). As of the Separation Date, Employee’s
employment relationship with the Company will end. In connection
with Employee’s separation, the Company and Employee have
agreed to settle all matters relating to Employee’s
employment relationship with the Company and its
termination.
2. Employee voluntarily terminates and
irrevocably resigns from the Company effective as of the Separation
Date, which termination and resignation is hereby accepted by the
Company. Employee’s personnel file will reflect her
resignation as of the Separation Date. As of October 4, 2007,
Employee shall automatically and without taking any further actions
be deemed to have resigned from all officer and director positions
then held by her with the Company and all of its subsidiaries,
including all positions held by her with respect to the
Company’s employee benefit plans. Notwithstanding the
foregoing, Employee will continue as an employee of the Company
until the Separation Date, although her active employment will end
on October 4, 2007. She will be on paid leave from
October 4, 2007 through the Separation Date (the
“Severance Period”). Employee shall promptly notify the
Company in writing if she becomes employed by another employer
prior to October 4, 2008 which notification shall include the
amount of Employee’s new base salary with her new employer.
Employee shall not take any steps that constitute a subterfuge to
avoid the reduction of severance provided for herein.
3. In consideration for the releases and
covenants by Employee contained in this Release, the Company shall,
on the terms and conditions hereinafter set forth, provide to
Employee:
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(a) |
During the Severance Period, the Company shall pay Employee
100% of Employee’s current base salary (her current base
salary is $185,000.00 on an annualized basis). If Employee becomes
employed by another employer prior to October 4, 2008, at a
base salary less than Employee’s current base salary, then
the Company shall continue to pay to Employee severance payments
equal to the difference between Employee’s new base salary
and Employee’s current base salary until October 4,
2008. Such amounts will be paid in accordance with the
Company’s regular payroll practices, prorated for any partial
payroll periods, and will be subject to all withholding and
deductions currently applicable to compensation received by an
employee as an employee of the Company. |
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(b) |
On or promptly following the expiration of the 7-day revocation
period set forth in paragraph 12 of this Release, the Company shall
pay Employee the value of Employee’s accrued, but unused
vacation pay for 2007, which is equal to 7 days of pay based on
Employee’s current base salary, subject to all withholding
and deductions currently applicable to compensation received by an
employee as an employee of the Company |
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(c) |
During the Severance Period, Employee will not receive or
accrue any paid time off, such as vacation days or
holidays. |
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(d) |
During the Severance Period, Employee will have the right to
continue to participate in the Company’s benefit programs (as
those programs may exist from time to time), provided that Employee
contributes the same amount for such benefit coverages as other
similarly situated employees (which contributions will be withheld
from the payments provided in paragraph (a) above), and
provided that the Company continues such coverage for active
employees. Notwithstanding the foregoing, during the Severance
Period, Employee shall not be entitled to any coverage under the
Company’s short-term or long-term disability plans or under
any Company sponsored life insurance. |
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(e) |
Employee shall have the right to continued use of the Company
vehicle (provided that Employee maintains compliance with the
Company’s vehicle policies) currently assigned to Employee,
the laptop currently assigned to Employee and a Company provided
cell phone (voice only) until the earlier of (i) the
Separation Date or (ii) the date Employee relocates from the
St. Louis, Missouri area, at which time Employee’s right to
use such property shall terminate and Employee shall be responsible
for returning such property to the Company. |
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(f) |
Any stock options and restricted stock granted to Employee
under the Company’s equity incentive plans that are not
vested as of October 4, 2007 shall be forfeited. The stock
options granted to Employee under such equity compensation plans
that are vested as of October 4, 2007 shall remain exercisable
for ninety (90) days following the Separation
Date. |
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(g) |
A statement that the Company’s records shall reflect
Employee’s resignation effective as of the Separation Date,
although her active employment will end on October 4,
2007. |
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(h) |
The Company will pay up to $5,000 to the cost of outplacement
services used by Employee during the Severance Period to obtain
future employment through a reputable outplacement firm such as
Right Management or Personnel Concerns. |
Employee acknowledges that the above
payments and benefits are provided to Employee in consideration and
recognition of past services rendered and in exchange for
Employee’s promises and obligations herein. Employee further
acknowledges that such payments and benefit are made in lieu of any
and all payments or benefits that might otherwise be available to
Employee arising out of her employment with the Company (excluding
Employee’s non-forfeitable balance, if any, in the Huttig
Deferred Compensation Plan and Employee’s non-forfeitable
rights to her accrued benefits, if any, under the Huttig 401(k)
Plan).
4. In consideration for the foregoing,
Employee, Employee’s successors and assigns, and anyone
claiming by or through Employee (the “Employee
Parties”) hereby irrevocably and unconditionally release and
forever discharge the Company, its affiliates, subsidiaries, and
related entities, and their respective owners, directors, officers,
employees, agents, successors and assigns
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