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Exhibit 10.1 CONFIDENTIAL SEPARATION AGREEMENT AND
GENERAL RELEASE This Confidential
Separation Agreement and General Release ("Agreement"), entered
into by and between the undersigned individual ("you") and The
Hallwood Group Incorporated (the "Company") on the latest date set
forth on the Agreement’s signature page, arises from the
termination of your employment. This
Agreement is legally binding. You should consult with your attorney
before signing it. The Company
acknowledges its appreciation for your nearly 30 years of
faithful service to the Company. You
acknowledge and agree that your employment and all of your
positions held with the Company will be voluntarily terminated
effective December 15, 2008 (the "Termination Date"). The
Company has offered you the following separation package. You are
not entitled to any separation package, unless you execute this
Agreement by signing the signature line at page 8 and initialing
each page on the space provided, and do not revoke it during the
revocation period described below. You acknowledge that you are
being offered this severance package in advance of the Termination
Date, but that the Termination Date is the first date upon which
you can enter into this Agreement.
1. Separation Benefits .
In exchange for the promises you make in this Agreement, the
Company covenants and agrees to provide you with a lump-sum payment
in the amount set forth in Exhibit A, subject to applicable
federal, state and local taxes and related withholding
requirements, payable on the next regular payday, following the
Termination Date, after the expiration of ten (10) calendar
days from the date you sign the Agreement without revocation. You
acknowledge that these monies are in addition to any monies or
benefits to which you were already entitled. You and the Company
agree that you are already entitled to receive payment for your
accrued but unused vacation (of $15,384.00 before deduction of
federal income tax withholding and medicare), your regular pay
through December 31, 2008 ($8,333.34 before deduction of
federal income tax withholding, medicare and other regular
deductions) and a bonus in lieu of a matching contribution to the
Company’s 401(k) plan on your behalf (amount to be determined
pursuant to the provisions of the plan and scheduled for payment by
March 31, 2009). 2.
Alternative Employment . You are free to pursue other
employment or consulting opportunities at any time, subject to your
obligations as stated in Paragraph 10 of this Agreement.
3. Reference Letters .
If a prospective employer contacts the Company to obtain your
employment information or a recommendation, the Company will
provide only your employment dates and job title, unless you
authorize the Company in writing to provide additional information.
4. Company Property .
You agree to return all Company property, equipment, documents and
other tangible things, including keys, cell phones, pagers,
corporate credit cards, and laptop or other computers, in
accordance with the Company’s policies and rules, before your
separation package becomes payable. You agree to not destroy,
alter, erase, or otherwise change any software, data, or other
information belonging to the Company. You further agree the Company
may withhold from your separation monies the value of Company
property, equipment and tangible things you fail to return. In
addition, you agree that the Company may withhold from your
separation monies any monies you owe the Company, including but not
limited to, charges to the corporate credit card for which you did
not submit a valid expense report, unused travel advances, salary
draws, etc. In consideration for the separation payments described
in this Agreement, you agree to the following:
5. General Release . In
consideration for the Separation Benefits described in this
Agreement, you agree to the following:
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Separation Agreement
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Employee’s Initials: /s/ MJM
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(a) You knowingly and voluntarily agree to waive and
release the Company, Odyssey OneSource, Inc. d/b/a Odyssey
OneSource, Inc. ("Employer"), their members, affiliates, and
subsidiaries, and each of their respective officers, directors,
employees, stockholders, representatives and agents, including
successors and assigns (collectively with the Employer, the
"Releasees"), with respect to any and all claims, losses,
liabilities, obligations and causes of action, known and unknown,
arising out of, connected with, or relating to: (i) your
employment; (ii) the Releasees’ refusal or failure to
continue your employment; or (iii) the termination of your
employment, including, but not limited to, claims for compensation,
commissions, bonuses, stock options, other wages and benefits,
breach of contract, wrongful termination, impairment of economic
opportunity, intentional infliction of emotional distress, claims
based on personal injury, work-related accident, any breach of
implied or express covenant of good faith and fair dealing,
violation of public policy, or any other contract, tort or personal
injury claim, or claim based on any municipal, state or federal
statute, regulation or ordinance relating to employment, employment
discrimination or retaliation, including Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. § 2000 et
seq. ; The Civil Rights Act of 1866, as amended, 42 U.S.C.
§ 1981; The Civil Rights Act of 1991, as amended, 42
U.S.C. § 1981a; The Age Discrimination in Employment
Act of 1967, as amended, 29 U.S.C. § 621 et seq. ;
The Older Workers Benefit Protection Act, as amended, 29 U.S.C.
§ 623 et seq. ; Americans With Disabilities Act, as
amended, 42 U.S.C. § 12101 et seq. ; Fair Labor
Standards Act, as amended, 29 U.S.C. § 201, et
seq. ; Equal Pay Act, as amended, 29 U.S.C. § 201
et seq .; National Labor Relations Act, as amended, 29
U.S.C. § 151 et seq .; Worker Adjustment and
Retraining Notification Act, as amended, 29 U.S.C. § 2101
et seq ., Employee Retirement Income Security Act, as
amended, 29 U.S.C. § 1000 et seq. ; Family and
Medical Leave Act, as amended, 29 U.S.C. § 2601, et
seq.; The Texas Commission on Human Rights Act, as amended,
Tex. Lab. Code § 21.001, et seq. ; or any other
statute, rule, regulation, ordinance, or common civil or other law,
or judicial or administrative interpretation whether promulgated by
federal, state, local or other jurisdiction or political
subdivision. You understand that this Agreement also precludes you
from recovering any relief as a result of any lawsuit, grievance or
claims brought on your behalf and arising out of your employment or
resignation or separation from, employment; provided that nothing
in this Agreement will affect your entitlement, if any, to
workers’ compensation or unemployment compensation.
(b) You further represent and warrant that you have not
assigned to any third party any claim involving the Releasees or
authorized any third party to assert on your behalf any claim
against the Releasees. If a third party asserts a claim against the
Releasees on your behalf or includes you as a class member in any
class action involving any claim, you agree to not accept any
benefits or damages relating or arising out of such claim.
(c) You additionally represent, warrant and agree that you
have received full and timely payment of all wages, salary,
bonuses, and other compensation, and benefits that may have been
due and payable to you by the Releasees. You further represent,
warrant and agree that you have received all leave or other
benefits that may have been available
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Separation Agreement
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Employee’s Initials: /s/ MJM
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2
to you under the Family and Medical Leave Act of 1993 ("FMLA")
or any comparable state law and that you have not been denied any
rights or benefits available to you under the FMLA or any
comparable state law. You expressly acknowledge and agree that the
Releasees are entering into this Agreement in reliance upon these
representations by you. 6.
Effect of Release . You understand and agree that by signing
this Agreement, you - on behalf of yourself, your family, assigns,
representatives, agents, estate, heirs, beneficiaries, executors,
administrators, successors, and/or attorneys, if any — agree
to give up any right or entitlement you may have under federal,
state or local law against the Releasees, concerning any events
related to your employment or termination, or the Company’s
or Employer’s failure to continue your employment. This
Agreement extinguishes any potential employment discrimination
claims you may have relating to your employment with
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