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SEPARATION AND GENERAL RELEASE AGREEMENT

Release Agreement

SEPARATION AND GENERAL RELEASE AGREEMENT | Document Parties: SAFECO CORP You are currently viewing:
This Release Agreement involves

SAFECO CORP

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Title: SEPARATION AND GENERAL RELEASE AGREEMENT
Governing Law: Washington     Date: 5/2/2006
Industry: Insurance (Prop. and Casualty)     Sector: Financial

SEPARATION AND GENERAL RELEASE AGREEMENT, Parties: safeco corp
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Exhibit 10.1

SEPARATION AND GENERAL RELEASE AGREEMENT

This Separation Agreement (this “ Agreement ”) is made and entered into as of April 4, 2006 by and among Yomtov Senegor (the “ Employee ”) and Safeco Corporation , a Washington corporation (together with its successors and assigns, “ Safeco ”).

RECITALS

A. Employee serves as Safeco’s Executive Vice President and Chief Technology Officer. Employee has tendered his notice of resignation from employment with Safeco effective July 1, 2006 (the “ Termination Date ”), which resignation is accepted.

B. Employee has agreed to provide certain transition services to Safeco through July 1, 2006.

C. To resolve any issues among Employee, Safeco and its subsidiaries arising out of Employee’s employment, Employee and Safeco have voluntarily agreed to enter into this Agreement. This Agreement sets forth the complete understanding among Employee, Safeco and its subsidiaries regarding Employee’s resignation as an officer and employee of Safeco, and the commitments and obligations arising out of the termination of the employment relationship.

AGREEMENT

 

1.

Employment Termination.

1.1 Resignation . In consideration of the Severance Payment and other compensation and benefits described in this Agreement, Employee tenders his resignation of employment, including resignation as a of Safeco’s subsidiaries, effective as of the Termination Date.

1.2 Compensation Through Termination Date . Safeco will pay Employee all base salary through the Termination Date. Until the Termination Date, Employee will continue to be eligible for employee benefit plan coverages available to Safeco employees generally.

1.3 Group Medical Benefits Coverage . Safeco shall continue to provide coverage under any group medical benefits plan under which Employee and/or his dependents were covered on the date hereof, through and including the Termination Date. Employee shall be responsible to pay any amounts chargeable as “employee premium contribution” amounts with respect to any such coverage. From and after the Termination Date, Safeco shall provide Employee and/or Employee’s dependents with such benefits continuation or conversion coverage as may be available or required under the terms of Safeco’s benefits plans or policies (understanding that Safeco retains the right to modify, amend or terminate any of the plans at any time without advance notice). Employee and/or Employee’s covered spouse and dependents may be eligible to elect a

 

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temporary extension of group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as subsequently amended (“ COBRA ”). Safeco will pay Employee $5,100 for such coverage.

1.4 Payment for Accrued Vacation . Safeco will pay Employee for accrued but unused vacation that exists as of the Termination Date.

1.5 Reimbursement for Expenses Incurred . Safeco will reimburse Employee for reasonable and necessary business expenses incurred by Employee on or before the Termination Date to the extent such expenses are reimbursable under Safeco’s normal expense reimbursement policies and procedures, and provided that receipts or other acceptable documentation for such expenses are submitted to Human Resources by the Termination Date.

1.6 Acknowledgment of Full Compensation to Date . Employee acknowledges and agrees that, with the payment of his salary through the Termination Date, he will have received all compensation due and owing him (including base salary, bonus or other incentive payments) for services performed through the Termination Date.

1.7 No Authority To Act or Represent Safeco . From and after the Termination Date, Employee will have no further authority to bind Safeco or is subsidiaries to any contract or agreement or to act on behalf of Safeco or to represent Safeco at any industry or business functions.

1.8 Return of Materials . On or before the Termination Date, Employee will return to Safeco all Safeco-owned equipment and materials, including, but not limited to, any computers, wireless communication devices, all documents (whether existing in paper or electronic/digital media), compilations of data, files, manuals, letters, notebooks, reports, diskettes, flash drives and all other materials and records of any kind, and any copies or other reproductions thereof, owned by Safeco or its subsidiaries and used by Employee in the course of Employee’s employment.

1.9 Agreement to Cooperate . Employee agrees for a period of not longer than twelve (12) months from the Termination Date to respond promptly, and to cooperate with, reasonable requests for information that Safeco may make relating to matters on which Employee worked while he was employed by Safeco. Safeco agrees to directly pay or reimburse the Employee within seven (7) days for the actual expenses incurred by the Employee (including reasonable travel expenses) as a result of his compliance with this provision, provided the Employee submits proper documentation of the expenses he incurs as reasonably required by Safeco.

 

2.

Payments; Contributions .

2.1 Severance Payment . As compensation to Employee, and in consideration of the termination of Employee’s role as an officer and Employee’s resignation as an officer of Safeco and director of its subsidiaries, Employee’s release agreement in Section

 

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3 and other agreements made herein, in addition to the benefits provided under Section 1 above and the further consideration provided under Section 2.2 below, Safeco agrees to pay Employee a total sum of Four Hundred Thirty Eight Thousand Seven Hundred Fifty Dollars ($438,750) in cash as a severance payment (the “ Severance Payment ”). The Severance Payment will be subject to withholding and deduction for payroll taxes and other deductions as are required by federal and state law. The Severance Payment will be paid in a lump sum within ten (10) business days of the Termination Date or Effective Date of the Agreement (See Section 10.4), whichever is later. Employee and Safeco agree that the Severance Payment represents sufficient consideration for the potential claims being released.

2.2 Payment in Lieu of Leadership Performance Plan Incentive . Safeco agrees to pay Employee the sum of Two Hundred Sixty Two Thousand Five Hundred Dollars ($262,500.00) in cash in lieu of any annual incentive payment Employee might have received in 2007 under the Leadership Performance Plan. Employee will not be entitled to any other bonus, incentive payment or other variable pay for past services. The sums specified in this Section shall also be paid in a lump sum within ten (10) business days of the Termination Date or Effective Date of the Agreement, whichever is later.

2.3 Benefit Plan Contributions . Employee will continue to be eligible as an “employee” of Safeco through the Termination Date for employer contributions paid under Safeco’s employee benefit plans. Employee will be eligible to participate in and will receive pro rata contributions to the Safeco 401(k)/Profit Sharing Retirement Plan, as the same may be available to other employees. Employee acknowledges that any employer contributions to, or interest or other income credited to, any of the Safeco 401(k)/Profit Sharing Retirement Plan or Safeco Employees’ Cash Balance Plan will be additional compensation to Employee in excess of the total Severance Payment amount described above.

 

3.

Release and Settlement .

3.1 Release . In consideration of Safeco’s delivery of the Severance Payment and other consideration and benefits provided to Employee under this Agreement, Employee releases Safeco and its subsidiaries, insurers, employee benefit plans in which Employee participates, and the employees, agents, officers, directors and shareholders or any of them (including their respective spouses and marital communities), from all claims, demands, actions, causes of action, or damages, of any kind or nature whatsoever that Employee may now have or may ever have had against any of them, whether such claims are known or unknown, and including but not limited to the Claims as described below. However, nothing in this Agreement will create or imply any waiver by Employee of any claims (a) with respect to Employee’s entitlement to compensation for vested benefits arising under any Safeco retirement or welfare benefit plan, program or agreement, in accordance with the terms and conditions of such plans, (b) with respect to any breach by Safeco of its obligations under this Agreement, all of which rights will be preserved and unaffected by this release, or (c) with respect to indemnification by Safeco,

 

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to the extent that such indemnification rights may arise or be provided under Safeco’s Articles of Incorporation or Bylaws, in connection with Employee’s official actions (or omissions) on behalf of Safeco during the period Employee served as an officer of Safeco and director of its subsidiaries. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST SAFECO AND THE ITS SUBSIDIARIES, AND THE OTHER PERSONS REFERENCED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

3.2 The Claims . For the purposes of this Agreement, “ Claims ” mean and include, without limitation, Claims with respect to any of the following: (i) breach of contract; (ii) discrimination, retaliation, or constructive or wrongful discharge; (iii) lost wages, lost employee benefits, physical and personal injury, stress, mental distress, or impaired reputation; (iv) Claims arising under the Age Discrimination in Employment Act (“ ADEA ”), the Older Workers Benefit Protection Act, the Washington State Law Against Discrimination, Title VII of the Civil Rights Act, the Equal Pay Act, the Americans with Disabilities Act, the Family Medical Leave Act, or any other federal, state or local laws or regulations prohibiting employment discrimination; (v) attorneys’ fees; and (vi) any other Claim arising from or relating to Employee’s employment with Safeco and/or Employee’s separation from service.

3.3 Consideration for Release . Safeco represents, and Employee acknowledges, that the Severance Payment and the other consideration and benefits provided hereunder exceed any amount Safeco may arguably be required to pay under any agreement or arrangement to which Employee is a party or under which Employee claims some benefit, or under the standard policies and procedures of Safeco, and represents valuable consideration to Employee for the release of the Claims described above.

 

4.

No Admission .

Employee understands and acknowledges that neither the Severance Payment nor the other benefits provided hereunder, nor the execution and delivery of this Agreement by Safeco, constitutes an admission by Safeco to (i) any breach of an agreement with Employee, (ii) any violation of a federal, state or local statute, regulation or ordinance, or (iii) any other wrongdoing. Safeco understands and acknowledges that neither Employee’s acceptance of the Severance Payment and other benefits provided hereunder, nor Employee’s execution and delivery of this Agreement, constitutes an admission by Employee to (i) any breach of an agreement with Safeco, (ii) any violation of a federal, state or local statute, regulation or ordinance, or (iii) any other wrongdoing.

 

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5.

Confidential Information .

5.1 Possession of Proprietary Information and Trade Secrets. Employee recognizes that by virtue of Employee’s employment by Safeco, Employee has acquired significant proprietary information and trade secrets relating to Safeco’s strategic planning, customers, agents, distribution, underwriting, underwriting models and platforms, products, financial projections, capital planning and financing, staffing, operations and accounting information (the “ Confidential Information ”). Employee recognizes and acknowledges that the Confidential Information constitutes valuable, special and unique assets of Safeco and its subsidiaries, access to and knowledge of which were essential to the performance of Employee’s duties during Emplo


 
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