CONFIDENTIAL SETTLEMENT AGREEMENT
AND GENERAL RELEASE
This Confidential Settlement Agreement and
General Release (“ Agreement ”) is entered into
this 27 th day of March, 2009 , by and between
Duane Goodwin (the “Employee”) and BlueLinx
Corporation (“ BlueLinx Corporation ”), on its
own behalf and on behalf of its parents, subsidiaries and
affiliates, and their respective predecessors, successors, assigns,
representatives, officers, directors, agents and employees. The
term “BlueLinx Corporation,” when used in this
Agreement, includes BlueLinx Corporation, its parents, subsidiaries
or affiliates, and their respective predecessors, successors,
assigns, representatives, past or present officers, directors,
agents or employees.
WHEREAS Employee’s employment will be terminated
effective April 1, 2009 .
NOW,
THEREFORE , in
consideration of the mutual terms, covenants and conditions
hereinafter set forth, the parties hereto, intending to be legally
bound, do hereby agree as follows:
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1.
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Payable to Employee:
BlueLinx Corporation
agrees to pay Employee a lump sum payment of $500,000.00 ,
less all applicable withholdings, taxes, and payroll deductions for
which an IRS Form W-2 shall be issued to the Employee.
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2.
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No Further Compensation
Owed. Employee agrees and represents that
no other form of monetary compensation, including but not limited
to: wages, commissions, benefits, bonuses, vacation pay, sick pay,
stock, stock options, or severance, is owed to Employee other than
that which is provided for in Paragraph 1 above. Employee
further agrees that Employee will not continue to accrue any
additional vacation and /or additional monetary benefit during the
period Employee is receiving payment.
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3.
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Waiver and Release of
Claims . The
Employee, on behalf of Employee, Employee descendants, dependents,
heirs, executors, administrators, assigns, and successors,
covenants not to sue, and fully, finally and forever releases and
discharges BlueLinx Corporation from any and all claims and rights
of any kind that Employee may have, whether now known or unknown,
suspected or unsuspected, arising out of or in any way connected
with Employee employment relationship with BlueLinx Corporation as
of the date this Agreement is executed. These claims and rights
released include, but are not limited to, claims under Title VII of
the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Equal Pay
Act, the Americans With Disabilities Act, the Age Discrimination in
Employment Act, state fair employment statutes, and under other
federal, state, local, statutory, common law, and the law of
contract, tort and any and all claims for attorneys’
fees.
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4.
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Payment of Applicable
Taxes . The
Employee is and shall be solely responsible for all federal, state
and local taxes that may be owed by Employee by virtue of the
receipt of any portion of the monetary payment provided under this
Agreement. The Employee agrees to indemnify and hold BlueLinx
Corporation harmless from any and all liability, including, without
limitation, all penalties, interest and other costs that may be
imposed by the Internal Revenue Service or other governmental
agencies regarding Employee share of any tax obligations that may
arise from the monetary consideration made to the Employee under
this Agreement.
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5 .
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Assistance to BlueLinx
Corporation .
The Employee agrees to cooperate with BlueLinx Corporation to
provide all information that BlueLinx Corporation may hereafter
reasonably request with respect to matters involving the
Employee’s present or former relationship with BlueLinx
Corporation, the work the Employee has performed, or present or
former employees or customers of BlueLinx Corporation, so long as
such requests do not unreasonably interfere with any other job in
which the Employee is engaged. BlueLinx Corporation agrees to
reimburse the Employee for all reasonable out-of-pocket costs
Employee incurs in connection herewith.
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6 .
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Confidentiality and
Non-Disclosure . The Employee shall not disclose
the fact of this Agreement, the settlement amount, the terms of
this Agreement, the facts and circumstances giving rise to this
Agreement, or the existence of any claim that Employee has, or may
have, that is subject to the release of claims contained in this
Agreement, to anyone other than the Employee’s spouse,
immediate family members, attorney and/or tax and financial
advisors unless legally required to do so. Should the Employee
disclose information about this Agreement to the Employee’s
spouse, immediate family members, attorney and/or tax and financial
advisors, the Employee shall advise such persons that they must
maintain the strict confidentiality of such information and must
not disclose it. In the event that the Employee is legally required
to disclose the information covered by this paragraph, Employee
agrees to immediately notify BlueLinx Corporation’s Legal
Department in writing.
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