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VOLUNTARY SEPARATION AGREEMENT AND GENERAL RELEASE

Release Agreement

VOLUNTARY SEPARATION AGREEMENT AND GENERAL RELEASE | Document Parties: WRIGLEY WM JR CO You are currently viewing:
This Release Agreement involves

WRIGLEY WM JR CO

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Title: VOLUNTARY SEPARATION AGREEMENT AND GENERAL RELEASE
Governing Law: Illinois     Date: 5/10/2006
Industry: Food Processing     Sector: Consumer/Non-Cyclical

VOLUNTARY SEPARATION AGREEMENT AND GENERAL RELEASE, Parties: wrigley wm jr co
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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:

 

any claims for the breach of any written, implied, oral or alleged contract, including, but not limited to any contract of employment;

 

 

 

 

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;

 

 

 

 

all claims for benefits or the monetary equivalent of benefits;

 

 

 

 

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;

 

 

 

 

any claims for payments of any nature, including, but not limited to severance pay, attorneys’ fees, commissions and bonuses; and

 

 

 

 

any entitlement to reinstatement to Mr. Waters’s previous position with the Company or rehire or reemployment by the Company.

          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 1


 
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