Exhibit 10(s)
Date of
Notification: January 28, 2008
Notice to Employee: This is a
legal document.
You are advised to consult with an attorney prior to signing this
agreement.
SEPARATION AGREEMENT &
RELEASE
This is an Agreement between
General Electric Company (the "Company") and David Nissen (the
"Employee").
WHEREAS the Employee will cease
to be employed by the Company,
WHEREAS the Company and the
Employee intend the terms and conditions of this Agreement to
govern all issues related to the Employee's employment and
separation from the Company,
NOW, THEREFORE, in consideration
of the covenants and mutual promises herein contained, the Company
and Employee agree as follows:
1.
Separation Date . The Employee shall continue to be employed
on active payroll and be paid his current salary at the Company's
regular pay intervals until the end of December, 2008 when his
separation will become effective, or until he begins full time
employment with another employer, whichever event occurs first (the
“Separation Date”). The Employee will continue to work
full-time until June 30, 2008. After this date, the Employee is
expected to be available for consultation with respect to matters
within the scope of his employment. The Employee agrees that he
will immediately notify the Company in the event that he commences
full-time employment with another employer.
In the event of the
death or disability (as defined in the GE Long Term Disability
Income Plan for Salaried Employees) of the Employee prior to
December 31, 2008, then the date of such death or disability shall
be the Separation Date, assuming the Employee is still employed by
the Company.
2.
Employee Representations . Employee hereby represents and
acknowledges to the Company that (a) the Company has advised
Employee to consult with an attorney of his choosing; (b) he has
had twenty-one (21) days to consider the waiver of his rights under
the Age Discrimination in Employment Act of 1967, as amended
(“ADEA”) prior to signing this Agreement; (c) he has
disclosed to the Company any information in his possession
concerning any conduct involving the Company or its affiliates that
he has any reason to believe involves any false claims to the
United States or is or may be unlawful or violates Company Policy
in any respect; (d) the consideration provided him under this
Agreement is sufficient to support the releases provided by him
under this Agreement; and (e) he has not filed any charges, claims
or lawsuits against
the Company involving any aspect
of his employment which have not been terminated as of the date of
this Agreement. The Employee understands that the Company regards
the representations made by him as material and that the Company is
relying on these representations in entering into this
Agreement.
3.
Effective Date of the Agreement . Employee shall have seven
days from the date Employee signs this Agreement to revoke
Employee’s consent to the waiver of his rights under the ADEA
in writing addressed and delivered to the Company official
executing this Agreement on behalf of the Company which action
shall revoke this Agreement. If Employee revokes this Agreement,
all of its provisions shall be void and unenforceable. If Employee
does not revoke his consent, the Agreement will take effect on the
day after the end of this revocation period (the “Effective
Date”).
4.
Vacation and other benefits . The period during which
Employee shall remain on active payroll described in Paragraph 1
shall be inclusive of all vacation to which Employee is or may be
entitled through his Separation Date. Employee shall not receive
any other payments for vacations or holidays.
5.
Incentive Compensation . Incentive Compensation for 2007
will be paid during February 2008. Incentive Compensation for 2008
will be a pro-rata share (6/12) of the Incentive Compensation paid
for 2007 and paid during the regular Incentive process by the
Company. No Incentive Compensation will be paid for
2009.
6.
Officer Benefits . Employee’s participation in the
Company benefit plans (e.g., medical, Savings and Security Program)
through the Separation Date will be in accordance with the
provisions of the various Company benefit plans for an active
employee. Officer benefits and perquisites shall be treated as
follows:
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Company Automobile
. The Employee may
continue using the Company-provided car in his possession at the
Effective Date of this Agreement until the Separation Date, the end
of the lease term, or when the car has reached 50,000 miles on the
odometer, whichever occurs first (the “Car Termination
Date”). At the Car Termination Date, the Employee may
purchase the car at its market value (as determined by GE Fleet
Services) or relinquish the car to the Company.
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Financial Planner.
The Employee may
continue to avail himself of the services of a financial planner
until the Separation Date.
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Executive Products
Plan. The
Employee’s eligibility for and participation in the Executive
Products Plan will cease on the Effective Date.
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Life Insurance . The
Company agrees to maintain the Employee’s Executive Life
Insurance Policy, Senior Executive Life Insurance Policy and
Leadership Life Insurance Policy and continue to make premium
payments in accordance with the terms of the applicable
plans.
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7.
Stock Options . The following options will become vested and
exercisable as of the Effective Date:
All stock options not vested on
the Effective Date will be canceled. The Employee will
be able to exercise all vested options (whether or not listed in
this Agreement) until the original expiration date of the grant.
However, if the Employee dies before the date an option will expire
under this Agreement, such option will expire on the earlier of two
years after death or the original expiration date, unless the
option was granted under the 1990 Long-Term Incentive Plan and
death occurs within three months of the Separation Date, in which
case the option will expire two years from death.
8.
Executive Deferred Salary Plans . The Employee will receive
payment from his 2006 Executive Deferred Salary Plan, with 8
½ percent simple interest. Such payment will be made in one
lump sum as soon as practicable following the Employee's Separation
Date. The Employee’s other Executive Deferred
Salary Plan accounts will be payable in accordance with the terms
of such Plans, consistent with his prior election(s).
9.
Deferred Incentive Compensation . Employee’s deferred
incentive compensation will be paid out after the Separation Date
in accordance with the provisions of the GE Incentive Compensation
Plan.
10.
Retirement Allowance . Employee will be granted a retirement
allowance effective January 1, 2009. The retirement allowance will
be based on the Employee’s service and compensation history
as of the Separation Date and will be on the terms and conditions
as set forth in Exhibit A (“General Electric Company
Allowance on Termination of Service – Employee
Agreement”) attached hereto. Employee shall be eligible for
those benefits under the Company’s employee benefit plans
that apply to an employee who retires directly from the service of
the Company. Employee must sign both this Agreement and
Exhibit A to receive the retirement allowance. The Employee
understands that the present value of this allowance represents
wages that are subject to FICA and Medicare taxes. The Employee
agrees that he is responsible for his share of these taxes and any
federal and/or state income taxes and any other taxes that may
apply.
11.
Vesting of Restricted Stock Units . The following
Class Grant RSU’s will remain outstanding, with shares to be
delivered as soon as practicable after the lapse dates:
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Grant Date
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No. of Shares
|
Lapse Date
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9/12/03
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16,667
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9/12/08
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9/17/04
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20,000
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9/17/09
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9/16/05
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21,667
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9/16/08
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21,667
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9/16/10
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9/0806
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29,167
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9/08/09
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29,167
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9/08/11
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9/7/07
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11,666
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9/07/08
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11,667
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9/07/09
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11,667
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9/07/10
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11,667
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9/07/11
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11,667
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9/07/12
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All Retention RSU’s
(listed below) will remain outstanding with shares delivered as
soon as practicable after the lapse dates:
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Grant Date
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No. of Shares
|
Lapse Date
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6/26/98
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10,000
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5/01/08
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10,000
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5/01/10
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10,000
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5/01/11
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7/29/99
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10,000
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5/01/08
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10,000
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5/01/10
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10,000
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5/01/11
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7/27/00
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8,333
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5/01/08
|
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8,333
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5/01/10
|
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8,334
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5/01/11
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9/12/03
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8,333
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5/01/08
|
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25,000
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9/12/08
|
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8,333
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5/01/10
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8,334
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5/01/11
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25,000
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9/12/13
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7/27/06
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12,500
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7/27/09
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12,500
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7/27/11
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12,500
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7/27/13
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12,500
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7/27/16
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During the entire period that
restrictions on RSUs continue to lapse, the Employee will continue
to receive dividends on all unvested RSUs, in accordance with the
terms of the
plan(s). Upon the
Employee’s death, all unvested RSUs shall immediately vest
and all restrictions shall immediately lapse.
12.
2006-2008 Long-Term Performance Award . The Employee will be
eligible to receive a pro rata payment under the 2006-2008
Long-Term Performance Award Program. The payout will be based on
factors set forth in the original performance award granted to the
Employee. The award will be 30/36 of the award the Employee would
have been entitled to if he were employed for the entire 2006-2008
award period. The award, if any, will be paid in cash in 2009 in
accordance with the terms of the Program.
13.
Employee Innovation and Proprietary Information Agreement .
The Employee Innovation and Proprietary Information Agreement will
remain in effect in accordance with its terms.
14.
Confidential Information . The Employee acknowledges that,
in connection with his employment at the Company, he obtained
knowledge about confidential and proprietary information, or trade
secrets of the Company, including but not limited to lists of
customers, technical information about Company products, strategic
plans of company businesses and price information (hereinafter the
"Information"). Employee agrees, either prior to or following the
Effective Date, not to use, publish or otherwise disclose any
Information to others, including but not limited to a subsequent
employer or competitor of the Company. If the Employee has any
question regarding what data or information would be considered by
the Company to be Information subject to this provision, the
Employee agrees to contact the Senior Vice President, Corporate
Human Resources for written clarification.
15.
Non-Competition and Non-Solicitation . The
Employee agrees for a period of two years following the Effective
Date, that he will not enter into an employment or contractual
relationship, either directly or indirectly, to provide services to
any competitor of the Company in the consumer finance industry,
including but not limited to: Citi, Grupo Santander, HSBC, Capital
One, Barclaycard, BNP Paribas, Societe Generale, without prior
written approval from the Senior Vice-President, Corporate Human
Resources of the Company, which will not be unreasonably
withheld.
The Employee agrees
that for a period of two years after the Effective Date, he will
not, without prior written approval from the Senior Vice-President,
Corporate Human Resources of the Company, directly or indirectly
solicit any person who is an employee of the Company to terminate
his relationship with the Company.
Subject to the prior
approval of the Senior Vice-President, Corporate Human Resources of
the Company, the Employee shall have the right to serve on boards
of directors and/or on advisory boards during the two year period
referred to above, provided that Employee may not serve on the
board of any competitor of the Company in the consumer finance
industry.
16.
Release of Claims . The Employee and his heirs, assigns, and
agents agree to release, waive, and discharge the Releasees as
defined below from each and every waivable claim, action or right
of any sort, known or unknown, suspected or unsuspected, arising on
or before the Effective Date (as described below).
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Releasees.
“Releasees” include
the following: (1) the Company; (2) all current and former Company
parents, subsidiaries, related companies, affiliates, partnerships
or joint ventures, and, with respect to each of them, their
predecessors and successors; (3) with respect to each such entity
identified in (1) and (2) above, all of its past, present, and
future employees, officers, directors, stockholders, owners,
representatives, assigns, attorneys, agents, insurers, employee
benefit programs (and the trustees, administrators, fiduciaries and
insurers of such programs), and (4) any other person acting by,
through, under or in concert with any of the persons or entities
listed in this paragraph, and their predecessors or
successors.
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Claims Released.
The foregoing
release includes, but is not limited to: (1) any claim of
discrimination, harassment, or retaliation related to race, sex,
pregnancy, religion, marital status, sexual orientation, national
origin, handicap or disability, age, veteran status, or citizenship
status or any other category protected by law; (2) any other claim
based on a statutory prohibition or requirement; (3) any and all
claims under any law of any nation, including any an
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