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Exhibit
10.28
Settlement and Release
Agreement – Edmund L. Ponko, Jr.
This Settlement and
Release Agreement (the “Agreement”) is made and entered
between Edmund L. Ponko, Jr. (“Employee”) and Dietrich
Industries, Inc. (“Company”). The effective date of
Employee’s termination, and the last day of work, was
June 5, 2007. In connection with this employment termination
and in consideration of the release of claims and other obligations
undertaken by the Employee as outlined herein, the following
payments will be provided:
(a) Salary
Continuation Payments. The Company shall pay to the Employee an
amount equal to $ 74,311.77 per month (the “Monthly
Amount”) will be paid on the normal semi-monthly payroll
schedule through March 5, 2008 (The “Payment
Period”), for a total aggregate payment of equal to
$668,806.00. These payments will be subject to all applicable
taxes, including federal, state, city, social security and
Medicare. This cash payment will be in lieu of all other forms of
compensation (including, without limitation, any claim for
severance payments), except that unused 2007 vacation will be paid
in a lump sum included in the last check of the current calendar
year in an amount equal to $ 21,083.
(b) Quarterly
Bonus Payment. The Company will pay to the Employee his full bonus
for the quarter ending May 31, 2007; which shall be determined
and paid in the normal manner, will not be less than $ 70,000 and
be paid no later than July 15, 2007.
(c) LTIP
Payment. The management of the Company will recommend to the
Compensation Committee of Worthington Industries, Inc.
(“Worthington”) to pay to the Employee a cash payment
for his cash performance award under the Worthington Industries
Long-Term Incentive Plan (“LTIP”) for the three-year
period ended May 31, 2007, such payment to be calculated and
paid in accordance with the terms of the award and the LTIP.
Worthington has received a commitment from the Chairman of such
Committee to recommend such payment. Action on such award is
expected in June 2007 with payment, assuming its approval, within a
reasonable time thereafter at a time consistent with the payment of
awards of others, but in any event no later than March 15,
2008.
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Health
Care Coverage : Until the earlier of (i) the Payment
Period and for the one calendar month immediately following the
Payment Period, or (ii) such time as the Employee is eligible
to receive health care coverage from a new employer, the Company
will waive the cost to the Employee (except currently applicable
employee co-pay) for health care coverage for the Employee and his
eligible dependents whether Employee elects to receive such
coverage under the Company’s health coverage pursuant to
COBRA and/or the Company’s retiree health care coverage.
Employee is eligible to purchase retiree health care coverage, so
long as the appropriate election forms are completed and submitted
within 30 days of the effective date of termination. Questions
regarding this option should be directed to Wayne Dias
(614-840-3639).
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| 3. |
Deferred Profit Sharing Plan : Employee’s Deferred
Profit Sharing Plan account is 100% vested. Employee is eligible
for a regular company contribution through the effective date of
termination, and no further contributions will be made thereafter.
Employee’s eligibility to make voluntary employee
contributions will terminate on the effective date of
Employee’s termination. Any existing Wellness or Plan Credits
designated as a DPSP contribution will default to taxable cash
through the end of the severance period or the end of the current
calendar year should the severance period extend beyond the current
calendar year. Distribution of DPSP account values will be made in
accordance with the provisions of the Plan. Questions regarding
Deferred Profit Sharing should be directed to Sheryl Marshall at
614 840-3227. Additionally, you may contact Sheryl Marshall to
discuss the distribution of your Non-qualified Deferred
Compensation Plan (NQ Plan) account. Distribution of your NQ Plan
account
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will be made in
accordance with such plans and applicable regulations, including,
without limitation, Section 409A of the Internal Revenue Code
and regulations issued thereunder.
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| 4. |
Other
Benefit Plans : The Employee Assistance Program discontinues at
the end of the month of Employee’s termination. Participation
in the following voluntary, employee-paid plans – dental,
supplemental life, child life, flexible spending accounts –
will continue until December 31, 2007. Benefits under all
other plans, including life insurance, supplemental life, and
short/long term disability, will terminate on the effective date of
Employee’s termination.
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| 5. |
Stock
Options : Any stock options which are currently vested may be
exerc
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