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July 29, 2005
Mr. Fred Timm
Vice President, Administration
And
Secretary
Twin Disc, Incorporated
1328 Racine Street
Racine, WI 53403
Dear Fred:
This letter will confirm our discussion
regarding your anticipated retirement.
In exchange for your continued employment
through September 30, 2005 and your
retirement effective October 1, 2005, we
have agreed to provide you with a
one-time retirement bonus of $310,000.
This bonus will be
paid on the first
salaried payroll following January 1, 2006.
The payment of this
bonus cannot
be accelerated for any reason.
If you agree to this proposal, please sign
and date your acceptance below.
Return a signed copy of this letter to me,
confirming your acceptance. In
addition, I ask that you sign the attached
waiver and release, on or within
twenty-one days after your retirement,
returning a signed copy to Denise
Wilcox, Vice President of Human Resources.
You are encouraged to
consult
with an attorney, at your own expense,
prior to signing the waiver and release.
Please note that the above bonus amount is
contingent upon your retirement
effective October 1, 2005 and your signing
and not later revoking the attached
waiver and release.
Fred, I want to thank you for your years of
dedicated service. I
wish you all
the best for an enjoyable retirement.
Sincerely,
TWIN DISC, INCORPORATED
Michael E. Batten
Chairman, Chief Executive Officer
Proposal Accepted by:
___________________________________
_________
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TWIN DISC, INC.
WAIVER AND RELEASE AGREEMENT
(1) In consideration for the
retirement bonus to be provided to me under
the terms of Michael E. Batten's July 29,
2005 letter to me I, on behalf of
myself and my heirs, executors,
administrators, attorneys and assigns, hereby
waive, release and forever discharge TWIN
DISC INCORPORATED together with the
Company's subsidiaries, divisions and
affiliates, whether direct or indirect,
its and their joint ventures and joint
venturers (including their respective
directors, officers, employees,
shareholders, partners and agents, past,
present, and future), and each of its and
their respective successors and
assigns (hereinafter collectively referred
to as "Releasees"), from any and
all known or unknown actions, causes of
action, claims or liabilities of any
kind which have been or could be asserted
against the Releasees arising out of
or related to my employment with and/or
separation from employment with the
Company and/or any of the other Releasees
up to and including the date of this
Waiver and Release Agreement, including but
not limited to:
(a) claims, actions, causes of
action or liabilities arising under Title
VII of the Civil
Rights Act, as amended, the Age Discrimination in
Employment Act, as
amended ("ADEA"), the Employee Retirement Income
Security Act, as
amended, the Rehabilitation Act, as amended, the
Americans with
Disabilities Act, as amended, the Family and Medical Leave
Act, as amended,
and/or any other federal, state, municipal, or local
employment
discrimination statutes or ordinances (including, but not
limited to,
claims based on age, sex, attainment of benefit plan rights,
race, religion,
national origin, marital status, sexual orientation,
ancestry,
harassment, parental status, handicap, disability, retaliation,
and veteran
status); and/or
(b) claims, actions, causes of
action or lia
