NEGOTIATED SETTLEMENT
AGREEMENT, RELEASE, AND COVENANT NOT TO SUE
FOR AND IN
CONSIDERATION of the mutual promises, covenants, and agreements
made by and between BRADLEY A. SPIEGEL
(“EMPLOYEE”, a term which includes himself/herself and
all assigns, heirs, and successors in interest) and IDEX SERVICE
CORP., INC. (“COMPANY”, a term which includes IDEX
Service Corp., Inc., parent, subsidiary, or affiliated companies,
as well as the officers, directors, shareholders, employees,
agents, attorneys and contractors of each), the parties agree as
follows:
1.
Termination of Employment. EMPLOYEE’S employment with the COMPANY
will end on December 31, 2008, whereupon all benefits and
privileges related to employment ceased (or will cease), except as
set forth in this Agreement.
2. Non
Admission. EMPLOYEE
agrees and acknowledges that this Agreement does not constitute an
admission of liability on the part of the COMPANY in any
respect.
3. Adequacy
of Consideration. For and
in consideration of the benefits outlined in paragraph 4 and other
good and valuable consideration, the parties acknowledge the
adequacy of the consideration provided herein by each to the other,
that this is a legally binding document, and that they intend to
comply with and be faithful to its terms.
4.
Consideration to EMPLOYEE. In consideration for the promises of EMPLOYEE
set forth herein, and for so long as EMPLOYEE is not in breach of
this agreement, the COMPANY agrees to:
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a.
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Pay
EMPLOYEE a Standard Severance Benefit of Three Hundred Fifty
Thousand Dollars and Four Cents ($350,000.04) minus statutorily
required deductions in 26 equal installments of ($13,461.54) Such
amount to be paid on the COMPANY’S regularly scheduled pay
dates. The first installment payment will be made on the
COMPANY’S first regularly scheduled payday that occurs more
than ten (10) days after the Agreement becomes final and
binding, provided that EMPLOYEE does not breach the Agreement or
revoke it pursuant to Paragraph 8. This standard severance
benefit shall continue provided the EMPLOYEE is not gainfully
employed. Consulting agreements (including with IDEX) shall not be
considered as employment.
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b.
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Pay
EMPLOYEE an Enhanced Severance Benefit in a single lump sum of Four
Hundred Thousand Dollars and Zero Cents ($400,000.00) minus all
statutorily required deductions to be paid by December 31,
2008 provided that EMPLOYEE does not breach this Agreement or
revoke it pursuant to Paragraph 8.
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c.
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Pay
for EMPLOYEE to receive Outplacement Services for a period of
365 days.
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d.
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Pay
for the Employee’s COBRA (including medical, dental, and
vision) for the 2009 calendar year.
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EMPLOYEE shall
not be eligible for any other payments after termination other than
as provided herein.
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5.
Release. In consideration
for the undertakings and promises of the COMPANY set forth in this
Agreement, the EMPLOYEE unconditionally releases, discharges, holds
harmless, and agrees to indemnify the COMPANY from each and every
claim, cause of action, right, liability or demand of any kind, and
from any claims which may be derived therefrom (collectively
referred to as “claims”), that EMPLOYEE had, has or
might claim to have against the COMPANY at the time EMPLOYEE
executes this Agreement, including but not limited to any and all
claims:
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a.
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arising from EMPLOYEE’S
employment, pay, bonuses, employee benefits, and other terms and
conditions of employment or employment practices of the
COMPANY;
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b.
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relating to the termination of
EMPLOYEE’S employment with the COMPANY or the surrounding
circumstances thereof;
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c.
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relating to payment of any
attorneys’ fees for EMPLOYEE;
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d.
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based on discrimination on the basis
of race, color, religion, sex, national origin, handicap,
disability, or any other category protected by law under Title VII
of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42
USC § 1981, Executive Order 11246, the Equal Pay Act, the
Americans With Disabilities Act, the Rehabilitation Act of 1973,
the Consolidated Omnibus Budget Reconciliation Act of 1985, State
Fair Employment Practices laws, including the Illinois Human Rights
Act (as any of these laws may have been amended) or any other
similar federal, state and local labor, employment or
anti-discrimination laws;
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e.
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based on any contract, tort,
whistleblower, personal injury, or wrongful discharge theory;
and
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f.
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based on any other federal, state or
local constitution, regulation, law (statutory or common), or legal
theory.
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In
consideration for the undertakings and promises of the EMPLOYEE set
forth in this Agreement, the COMPANY unconditionally releases,
discharges, holds harmless and agrees to indemnify EMPLOYEE from
each and every claim the COMPANY had, has or might claim to have
against EMPLOYEE at the time the COMPANY executes this Agreement,
except for any claim based on, or arising in connection with, a
violation of law or COMPANY policy by EMPLOYEE.
6. Other
Benefits. Nothing in this
Agreement shall:
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a.
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alter or reduce any vested, accrued
benefits (if any) EMPLOYEE may have to any pension benefits to
which EMPLOYEE may be entitled under the IDEX Corporation Defined
Contribution Plan or the IDEX Corporation Savings {401(k)} Plan or
under the IDEX Corporation Supplemental Executive Retirement Plan;
or
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b.
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affect EMPLOYEE’S right to
elect and pay for continuation of health insurance coverage under
the COMPANY’S Health Benefit Plan pursuant to Title X of the
Consolidated Omnibus Budget Reconciliation Act of 1985
(C.O.B.R.A.).
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7. Release
of Any Age Discrimination Claim. In compliance with the requirements of the Age
Discrimination in Employment Act (ADEA), as amended by the Older
Workers’ Benefit Protection Act (OWBPA), EMPLOYEE
acknowledges by his/her signature below that, with respect to the
rights and claims waived and released under the ADEA and
OWBPA:
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a.
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EMPLOYEE has read and understands
this Agreement;
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b.
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EMPLOYEE was given at least
45 days from the date this Agreement was initially presented
to accept the terms of this Agreement;
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c.
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EMPLOYEE was advised in writing, via
this Agreement, to consult with an attorney before signing this
Agreement;
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d.
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EMPLOYEE had an opportunity to
consult with an attorney before signing this Agreement;
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e.
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EMPLOYEE is releasing the COMPANY
from, among other things, any claims of age discrimination under
the ADEA or OWBPA;
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f.
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EMPLOYEE understands that the
release of age discrimination claims contained in this Agreement
does not cover any rights or claims that may arise after the date
of this Agreement against the COMPANY.
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8.
Revocation of Age Release. EMPLOYEE may revoke the portion of this
Agreement relating to release of age discrimination claims covered
by the ADEA or OWBPA within seven (7) calendar days after
signing it. To be effective, such revocation must be received in
writing by Harold Morgan, Vice President, Human Resources, 630
Dundee Road, Suite 400, Northbrook, Illinois 60062. Revocation
can be made by hand delivery, telegram, facsimile, or postmarking
before the expiration date of this seven (7) day
period.
9.
EMPLOYEE’s Promise Not to Sue or Accept
Recovery.
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a.
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EMPLOYEE promises not to sue the
COMPANY or any party released herein on account of any claim
released in this Agreement. Other than unemployment benefits,
EMPLOYEE further promises not to accept, recover or receive any
monetary damages or any other form of relief which may arise out of
or in connection with any administrative remedies which may be
filed with or pursued independently by any governmental agency or
agencies, whether federal, state or local, and not to voluntarily
assist any individual or entity in connection with any
administrative charges, investigations, actions, lawsuits or
remedies which may be filed against the COMPANY.
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b.
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As
of the date EMPLOYEE signs this Agreement, he/she has not filed any
charge, complaint, or lawsuit over any claim(s) referred to in this
Agreement. While EMPLOYEE understands that the law permits, and
that he/she is not foreclosed from filing an agency charge, should
any such charge or action be filed by EMPLOYEE or on his/her behalf
involving matters covered by this Agreement, EMPLOYEE agrees to
promptly give the agency or court having jurisdiction a copy of
this Agreement and inform it that any individual claims he/she
might otherwise have had have been settled. EMPLOYEE agrees not to
file any other lawsuit at any time over any claims released in this
Agreement, provided, however, that this Agreement does not prevent
EMPLOYEE from filing a lawsuit challenging whether this Agreement
is itself legal under the requirements of the ADEA and the OWBPA.
Should EMPLOYEE file such a suit and lose, EMPLOYEE understands
that he/she will be personally
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