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
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1.
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Employment
Termination.
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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.
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2.
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Payments;
Contributions .
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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.
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3.
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Release and
Settlement .
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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.
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.
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Confidential
Information .
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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