Exhibit 10.16
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General
Release (“Agreement”) is entered into by and between
Christopher P. Hartmann (“Hartmann” or the
“Employee”), an individual, and Thomas & Betts
Corporation (“Employer” or the “Company”)
(collectively referred to as the “Parties”), a
corporation duly organized and existing under the laws of the State
of Tennessee.
WHEREAS , the Parties desire
to fully and finally settle and resolve any and all matters between
them, arising out of or in any way connected with Hartmann’s
employment with the Company;
WHEREFORE , in consideration
of the mutual promises contained herein, the Parties do agree as
follows:
1. Separation Date : Hartmann
acknowledges that his employment with Thomas & Betts shall be
effectively separated as of his last day worked, January 4,
2008. Hartmann agrees to recognize that as of the date of his
separation from employment, his employment relationship with Thomas
& Betts has been permanently and irrevocably severed and that
Thomas & Betts has no obligation, contractual or otherwise, to
reemploy or rehire him in the future.
2. Separation Benefit & Consideration
: Hartmann acknowledges he has received all compensation
(including, but not limited to, any and all overtime, commissions,
accrued vacation, and bonus payments) due from Thomas & Betts
through the date of his separation no later than the first regular
payday following his separation date. In addition, and in exchange
for Hartmann’s execution of this agreement, Thomas &
Betts agrees to provide to him a separation benefit in the form of
a one-time lump sum payment of $960,000.00 (less applicable
deductions). This voluntary payment is intended to act as
consideration for Hartmann’s execution of this Agreement and
to recognize his leadership during the past year and his overall
contribution to the Company’s continued success.
Hartmann acknowledges that, in the
absence of this Agreement, he would have no entitlement to the
separation benefit set forth in Paragraph 2 above, that the
separation benefit constitutes a substantial economic benefit to
him, and that the separation benefit constitutes good and valuable
consideration for this Agreement.
3. Proprietary Subject Matter :
Hartmann agrees that his interest in and to (a) any and all
inventions, improvements, modifications and ideas (whether or not
patentable) which he has made or conceived, either solely or
jointly with others, during the period of his employment with the
Company and (b) any suggestions, proposals, writings and the
like, of any sort whatsoever, including any interest in the
copyright which he developed and with which his work for the
Company was concerned during his employment, or which relate or are
applicable directly or indirectly to any phase of the
Company’s business, shall be the exclusive property of the
Company, its successors, assignees, or nominees. (The items defined
in (a) and (b) above will hereinafter be referred to
collectively as “Proprietary Subject Matter.”) This
provision shall not apply to inventions which are not subject to
assignments under any applicable statute.
4. Cooperation : Hartmann agrees to
promptly do such acts, and execute, and deliver all such papers,
including without limitation patent applications, as may be
necessary or desirable in the sole discretion of the Company to
obtain, maintain, protect, and vest in the Company the entire
right, title, and interest in and to, said Proprietary Subject
Matter and any patent applications, patents, copyrights, or other
proprietary rights of any kind therein, in all countries of the
world, including rendering such assistance as the Company may
request in any contemplated or pending litigation, Patent Office
proceeding, or other proceeding.
Hartmann further agrees to provide
his best efforts to cooperate in any investigation or legal
proceeding if requested to do so by Thomas & Betts, and agrees
to exercise his best care and efforts to protect the best interests
of the Company to the extent he is requested to participate in any
such investigation or proceeding. Hartmann further agrees not to
voluntarily cooperate or participate in any investigation or legal
proceeding on behalf of any person or entity adverse to Thomas
& Betts without first being required by legal process to do so,
or as necessary in the performance of his responsibilities with any
subsequent employer who may have a dispute with Thomas & Betts.
In the event Hartmann’s participation or cooperation is
requested by anyone other than a current employer and Thomas &
Betts regarding any matter or issue in anyway relating to Thomas
& Betts, he agrees to provide immediate notification to Thomas
& Betts’ General Counsel and Corporate Secretary.
5. Confidential, Trade Secret and Proprietary
Information : Since the work for which Hartmann was
employed included Company proprietary knowledge and information of
a private, confidential, or secret nature, Hartmann shall not,
after his separation date, directly or indirectly, without regard
for the causes thereof, except as required by the Company, publish,
disclose, or make use of, or authorize anyone else to publish,
disclose or otherwise make use of any private and proprietary
business information, trade secrets and other confidential
information of the Company or other information which in any way
relates to the business of the Company or the design, construction,
manufacture or sale of the Company’s products or services.
Hartmann acknowledges and is aware that the unauthorized disclosure
of confidential and/or proprietary information may be highly
prejudicial to the Company’s interests, an invasion of
privacy and an improper disclosure of trade secrets and that the
Company could suffer irreparable harm were he to violate this
Agreement.
For purposes of this Agreement, the
following definitions shall apply:
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(i) |
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“Trade Secret” means the whole or any portion or
phase of any scientific or technical information, design, process,
procedure, formula, method, or improvement that is valuable and
secret (in the sense that it is not generally known to the
competitors of the Company) to the Company. |
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(ii) |
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“Confidential Information” means any data or
information, other than Trade Secrets, that is material to the
Company and not generally known by the public. Confidential
Information includes (without limitation): |
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(a) |
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sales records, contracts, manuals, pricing procedures,
information or formulae, cost information, production volumes,
product or perform |
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design, design specification drawings, manufacturing techniques
or processes of the Company; |
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(b) |
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the identities of the customers of the Company, their special
demands, product specifications and quality assurance standards and
their current and anticipated requirements for products; |
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(c) |
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the specifications of or know-how related to the
Company’s products including any enhancements or improvements
and the nature of new products under development; |
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(d) |
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the business plans, marketing plans, lobbying efforts, and
internal financial statements and projections of the Company; |
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(e) |
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the specifics of any products or services the Company offers or
plans to offer to provide to its customers; and |
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(f) |
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any and all non-public Company records, reports, documents,
formulas, processes, technology, specifications, and any other
information concerning the Company’s operations and/or
businesses, its affiliated companies, operations and/or businesses,
and its customers’ operations and/or businesses. |
For so long as the information or
data remain Trade Secrets, Confidential Information, and/or
Proprietary Subject Matter, Hartmann agrees that he is forbidden
from using, disclosing or permitting any person not properly
authorized by the Company to obtain or use any Trade Secrets,
Confidential Information, and/or Proprietary Subject Matter,
regardless of the purpose, unless required by the Company or with
the Company’s express written consent. Hartmann will utilize
his best efforts and utmost diligence to protect and keep this
information confidential, regardless of whether the information is
acquired, learned, obtained, or developed alone or in conjunction
with others.
Hartmann agrees and understands that
if he has any uncertainty as to whether any particular information
is confidential that he has an affirmative duty to clarify the
issue. Hartmann also agrees to maintain the confidentiality of any
and all Trade Secrets, Confidential Information, and/or Proprietary
Subject Matter of the Company’s customers, contractors, or
others with whom the Company has a business relationship.
This Agreement is intended to protect
the proprietary rights of the Company in many important ways. Even
the threat or possibility of misuse of Trade Secrets, Confidential
Information, and/or Proprietary Subject Matter of the Company in
violation of this Agreement would be extremely harmful since that
information is essential to the business of the Company. In light
of these facts, Hartm
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