Exhibit 10.3
SEVERANCE AND RELEASE
AGREEMENT
THIS AGREEMENT is made and entered
into as of this the 31st day of July 2008, by and between James
Orchard (hereinafter “Orchard”) and Noble
International, Ltd. and any and all of its subsidiaries and
affiliates (hereinafter referred to collectively as
“Noble”).
AGREEMENT
WHEREAS, Orchard and Noble agree
that it would be in their best interests to sever their employment
relationship;
WHEREAS, Orchard and Noble have met
and reached a full agreement and understanding concerning the
severance of their employment relationship;
WHEREAS, this Severance and Release
Agreement is intended to set forth, and does set forth, all terms
and conditions of Orchard’s termination of
employment.
NOW, THEREFORE, the parties to this
Agreement have mutually and voluntarily agreed to resolve their
disputes in sole consideration for the promises and covenants set
forth as follows:
1. Upon the execution of this
Agreement by the parties, Orchard voluntarily resigns from his
employment with Noble effective July 31, 2008. Noble will not
oppose efforts by Orchard to receive unemployment
compensation.
2. Noble agrees to pay Orchard
severance in the total aggregate amount of Eighty Three Thousand
Three Hundred Thirty-Three and 33/100 Dollars ($83,333.33). All
amounts payable hereunder are subject to deductions appropriate for
salary or bonus, as applicable, for local, state, federal or FICA
taxes, as applicable, by Noble, upon execution of this Agreement.
In no event shall Orchard be entitled to receive any other sums or
amounts from Noble, including any other vacation, bonus or other
payments.
3. From July 31, 2008 through
September 30, 2008, Noble shall pay Orchard’s currently
elected health care (medical, prescription, dental &
vision) coverage pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”).
Orchard must comply with the requirements of the
COBRA provider in order to qualify for COBRA coverage. After
September 30, 2008, Orchard shall retain the right to
continued health care coverage at his own cost pursuant to
COBRA.
4. Subject to Section 3, all
benefits (including medical, prescription, dental and vision
coverage as well as any car allowance or payment of any other
fringe benefit) shall expire as of July 31, 2008.
5. The parties agree that said
severance constitutes consideration paid to Orchard in exchange for
his agreement to cooperate with Noble as reasonably requested in
the transition of his former duties at Noble and for his release of
Noble from liability for all damages claimable by Orchard under any
federal or state statutes, constitutions, or state common law tort
or contract doctrines. Orchard agrees that if contacted by Noble,
for information relating to business operations or other matters,
he will be responsive, cooperative and, if necessary, make himself
available (at a time reasonably convenient to Orchard).
6. Orchard, on behalf of himself,
his agents, representatives, executors, heirs, administrators,
assigns and all those acting on his behalf, agrees to release,
acquit, and forever discharge Noble, its agents, employees,
officers, directors, subsidiaries and related or controlled
entities, affiliates, parent, shareholders, representatives,
executors, heirs, administrators, successors, and assigns from any
and all claims and causes of action, whether known or unknown,
suspected or unsuspected, foreseen or unforeseen, liquidated or
unliquidated, which he ever had or now has against Noble, including
but not limited to all claims and/or causes of action in any way
related to Orchard’s hire, employment or separation from
employment, including, but not limited to, any claims of
discrimination, breach of contract, actual and/or constructive
discharge, retaliation or defamation. This release also includes,
but is not limited to, any claims under the Age Discrimination in
Employment Act, 29 USC 626 (f) (1991), which prohibits
discrimination on the basis of age.
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7. The parties acknowledge that they
may in the future discover facts different from or in addition to
those which they now know or believe to be true with respect to the
matters which are the subject of this Agreement and agree that this
Agreement shall remain in effect in all respects, notwithstanding
the discovery or existence of different or additional facts. The
parties intend this Agreement to release fully, finally and forever
the claims described in Section 6 and to further this
intention the parties agree that this Settlement and Release
Agreement shall remain in effect and enforceable as full and
complete release of claims, notwithstanding the discovery or
existence of different or additional facts relevant to those
claims.
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