Exhibit 10(u)
VOLUNTARY SEPARATION AGREEMENT AND GENERAL
RELEASE
This
Agreement is made and entered into this 1 st day of May,
2006, by and between the Wm. Wrigley Jr. Company (the
“Company”) and Mr. Ronald V. Waters (“Mr.
Waters”), who has been employed as Chief Operating
Officer. Mr. Waters has decided that it is in his best
interests to elect early retirement from the Company. To
bridge Mr. Waters to early retirement and to assist Mr. Waters in
meeting his financial needs during this period, the Company has
offered to supplement Mr. Waters’s benefits that have accrued
under established, qualified and welfare plans with a voluntary
individual severance program, and Mr. Waters has voluntarily
accepted the offer. Mr. Waters and the Company are now desirous of
effecting an amicable separation of employment.
THIS IS A LEGALLY BINDING
DOCUMENT. PLEASE READ IT CAREFULLY AND SEEK THE ADVICE OF AN
ATTORNEY BEFORE YOU SIGN IT.
1.
Valuable Consideration
In
exchange for entering into this Agreement and in consideration of
his obligations hereunder:
a) Mr.
Waters hereby voluntarily elects early retirement and, accordingly,
resigns from all employment and positions held with the
Company. Mr. Waters agrees and acknowledges that his decision
to retire was made solely by him and was in no way solicited by the
Company. Mr. Waters understands that his active employment
with the Company shall end on April 30, 2006, as of which date he
shall resign as an officer of the Company. Effective, May 1,
2006 and continuing through April 30, 2007, Mr. Waters will be
placed on “inactive” status and will not be obligated
to provide any further service to the Company (other than as
described in Section 12). During such period of inactive
employment, Mr. Waters shall receive salary continuation based on
his current monthly base salary of $71,666.67. For the
purpose of complying with Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), such salary
continuation shall be paid in a lump sum cash amount equal to
$430,000, less applicable taxes and deductions, on November 1,
2006, and in subsequent installments, each in the amount of
$71,666.67, on the 25th day of each month during the period
beginning November 1, 2006 and ending April 30, 2007;
provided, however, that if, as of April 30, 2007, Mr. Waters is not
engaged in regular full-time employment on that date with a
successor employer in a position substantially comparable in salary
and benefits to that which Mr. Waters held at the Company, such
salary continuation installments shall thereafter continue until
July 31, 2007 (the “Severance Period”). In the
event of Mr. Waters’s death prior to the conclusion of the
Severance Period, any payments still required to be made under this
Agreement shall be paid to his spouse, and if none, to his
estate.
b) Mr.
Waters acknowledges that he was paid prior to April 30, 2006
additional compensation in full and complete satisfaction for 16
days of unused vacation earned through April 30, 2006. Mr.
Waters will not accrue vacation during the time that he is
receiving payments pursuant to this Agreement.
c) As
an inactive employee, Mr. Waters will continue to receive credit
for service under the Wrigley Retirement Plan through the Severance
Period. At that time, Mr. Waters will qualify as a retiree
under the Wrigley Retirement Plan and the Management Incentive
Plan. As a retiree, Mr. Waters will be entitled to all the
features and benefits provided under these plans and any supporting
programs for which he is eligible upon conclusion of the Severance
Period. Mr. Waters will cease to participate in the Wrigley
Savings Plan and the savings restoration benefit under the
Company’s Executive Compensation Deferral Program as of April
30, 2006.
d) Mr.
Waters will receive his current coverage under the Wrigley Health
Care Plan, the Wrigley Dental Plan and the Group Life Insurance
Plan for himself and his eligible dependents through the Severance
Period. For each month during which Mr. Waters is receiving
salary continuation payments, the premium payments for such
coverage, if any, will be deducted from such salary continuation
payments. For each month during which Mr. Waters is not
receiving salary continuation payments, Mr. Waters shall be
responsible for paying the monthly premiums for such coverage in a
timely manner. Upon conclusion of the Severance Period, Mr.
Waters may elect to continue coverage under COBRA, for which Mr.
Waters will be responsible for paying the monthly premiums in a
timely manner.
e) Mr.
Waters will not be eligible for a 2006 or 2007 Executive Incentive
Compensation Program (“EICP”) award, but will receive,
coincident with his February, 2007 severance payment, a one-time
payment of $688,000, less all applicable taxes and
deductions. In addition, Mr. Waters will receive, coincident
with his final severance payment, a one-time payment of $229,310
(if service through April 30, 2007) or $401,333 (if service through
July 31, 2007), less applicable taxes and deductions.
f) In
addition to receiving a final Stock Award on or around February,
2007 reflecting service through the Severance Period, Mr. Waters
will also receive 3000 shares post 5/06 stock dividend (rather than
750 shares each year for the next four years) in full and complete
satisfaction of the Company’s agreement with Mr. Waters in
2000 to provide additional Stock Award shares.
g) As
part of his outplacement benefit, Mr. Waters will continue to
receive the benefits of his Company car, on the same basis as when
actively employed, through the Severance Period. At that
time, Mr. Waters will have the option to return the vehicle to the
Company or purchase his Company car at its then book
value.
h) As
part of his outplacement benefit, Mr. Waters will be allowed to use
the services of his current executive assistant (or another
qualified assistant should that individual not be available)
through June 30, 2006.
i) As
part of his outplacement benefit, Mr. Waters will be allowed to
retain the use of his Company provided cell phone, computer and
Blackberry, and the Company will continue to pay for all reasonable
expenses incurred for his cell phone and Blackberry, through June
30, 2006. At that time, Mr. Waters will return the Blackberry
but will be allowed to keep his cell phone, provided that he
separately contracts and pays for cell phone service after June 30,
2006. In addition, the Company agrees to transfer ownership
of the Company- provided computer to Mr. Waters in “as
is” condition at no charge, provided that he submits his
computer for “cleansing” by the Company’s IT
group, and all Company-related material is extinguished from the
computer.
j) Mr.
Waters will receive the benefits of outplacement counseling through
Shields Meneley until the conclusion of the Severance Period.
The Company agrees to pay Shields Meneley up to $40,000 for the
cost of these services.
Mr.
Waters acknowledges and agrees that the benefits he is to receive
detailed in paragraphs (a), (c), (d), (e), (f), (g), (h), (i) and
(j) of this Agreement are inclusive of and in excess of those to
which he would otherwise be entitled by law, contract or under the
policies and practices of the Company upon separation of active
employment on April 30, 2006.
2.
Release and Waiver of Claims
By
signing this Agreement, and in exchange for the payments and
benefits described above, Mr. Waters hereby knowingly and
voluntarily waives and generally releases the Company, including
its past and present officers, directors, agents, trustees,
managers, employees, attorneys, insurers, benefit plans, plan
administrators, successors, assigns, affiliated, subsidiary and
related companies (the “Released Parties”) from any and
all claims or causes of action arising out of or in connection with
events occurring at the present time or at any time prior to the
date Mr. Waters signs this Agreement, whether known or unknown,
whether filed or not filed, which Mr. Waters may have against any
Released Party. This release and waiver includes, but is not
limited to:
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any claims for the breach of any
written, implied, oral or alleged contract, including, but not
limited to any contract of employment;
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all claims for assault, battery,
retaliatory or wrongful termination, defamation, invasion of
privacy, intentional infliction of emotional distress, or any other
tort or common law claim;
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all claims for benefits or the
monetary equivalent of benefits;
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all claims of discrimination,
harassment or retaliation based on such things as age, national
origin, ancestry, race, religion, sex (including sexual
harassment), sexual orientation, and physical or mental disability
or medical condition;
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any claims for payments of any
nature, including, but not limited to severance pay,
attorneys’ fees, commissions and bonuses; and
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any entitlement to reinstatement
to Mr. Waters’s previous position with the Company or rehire
or reemployment by the Company.
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Mr.
Waters’s release and waiver includes all claims, rights and
causes of action that he has or may have under all contract, common
law and federal, state and local statutes, ordinances, rules,
regulations and orders, including, but not limited to, any claim,
right or cause of action based on Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act as
amended by the Older Workers Benefit Protection Act, 1
the Family and Medical Leave Act, the Americans with Disabilities
Act, the Fair Labor Standards Act, the Civil Rights Acts of
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