Exhibit 10.1
SEPARATION AND GENERAL RELEASE
AGREEMENT
Caution: Read
Carefully
This Is A Release Of All
Claims
THIS SEPARATION AND GENERAL RELEASE
AGREEMENT (“Agreement”) is voluntarily entered into as
of the date(s) set forth below by and between the undersigned
individual, August A. Cijan and Haynes
International, Inc. (“Company”).
WHEREAS, Cijan and the Company
previously entered into a Termination Benefits Agreement (the
“Termination Benefits Agreement”) dated August 31,
2004, whereby the rights and obligations of Cijan and the Company
in the event of a termination of employment under certain
circumstances were set forth; and
WHEREAS, Cijan and the Company
desire to supersede and make such Termination Benefits Agreement
null and void and of no force or effect and to set forth the rights
and obligations of the parties with respect to a termination of
Cijan’s employment with the Company under the terms set forth
in this Agreement; and
WHEREAS, Cijan and the Company have
reached mutual agreement on the termination of Employee’s
employment effective as of December 31, 2008
(“Separation Date”);
NOW, THEREFORE, in consideration of
the mutual understandings, covenants, and the release contained in
this Agreement, Company and Cijan hereby voluntarily agree as
follows:
1.
Definitions
. Specific terms used in this
Agreement have the following meanings: (a) words such as
“I,” “me,” and “my” include
both the undersigned and anyone who has or obtains any legal right
or claims through me; and (b) “Company” means
Haynes International, Inc., all of its past and present
officers, directors, employees, trustees, parent corporations,
agents, members, affiliates, insurers, any and all employee benefit
plans (and any fiduciary of such plans) sponsored by such entities,
and such each entity’s subsidiaries, predecessors,
successors, and assigns, and all other entities, persons, firms, or
corporations liable or who might be claimed to be liable, none of
whom admit any liability to me, but all of whom expressly deny any
such liability.
2.
My Claims
. The claims I am releasing
(“My Claims”) include all of my rights to any relief of
any kind from the Company, including without limitation, all claims
I have now, whether or not I now know about the claims. These
claims, which I hereby release, include, but are not limited to the
following:
(a) all claims relating to my
employment with Company, or the termination of that employment,
including, but not limited to, any claims arising under the Fair
Labor Standards Act; Title VII of the Civil Rights Act of 1964; the
Civil Rights Act of 1866; the Age Discrimination in Employment Act
(“ADEA”); the Older Worker Benefits Protection Act
(“OWBPA”); the Employee Retirement Income Security Act;
the Family and Medical Leave Act (“FMLA”); the
Americans with Disabilities Act; the applicable state civil rights
laws; and/or any other federal, state or local law;
(b) all claims under any
principle of common law or equity, including but not limited to,
claims for alleged unpaid compensation or any other monies;
commissions; any tort; breach of contract; and any other allegedly
wrongful employment practices; and
(c) all claims for any type of
relief from the Company, including but not limited to, claims for
damages, costs and attorney’s fees.
In addition to these claims being
released, I acknowledge that I have not suffered any physical or
mental injuries arising out of my employment with Company or the
termination of that employment.
3.
Termination Benefits Agreement
and Any Other Agreement Superseded; All Claims
Released. I
understand and agree that this Agreement constitutes the entire
agreement between me and the Company with regard to the subject
matter covered and that any rights, benefits and obligations upon
termination of my employment shall be governed solely and
exclusively by this Agreement and that any rights, benefits or
obligations of any kind under the Termination Benefits Agreements
or any other agreement of any kind which purports to set forth
terms or conditions regarding my separation from employment or
providing any payment, benefits or rights in connection with a
termination of my employment are null and void and are of no force
or effect. This Agreement is intended to and will completely
replace and supersede the Termination Benefits Agreement and any
other termination, separation or severance agreement and all prior
understandings or arrangements, oral or written, previously entered
into or agreed between me and the Company. By signing this
document I release and discharge the Company from any and all
claims, causes of action, demands, lawsuits or other matters of any
kind whatsoever, known or unknown, directly or indirectly related
to the Termination Benefits Agreement.
4.
Severance Plan Not Applicable;
All Claims Released. I understand and agree that any rights,
benefits and obligations upon termination of my employment shall be
governed solely and exclusively by this Agreement and that any
rights, benefits or obligations of any kind that are or could have
been available to me under the Company’s Severance Plan are
superseded by this Agreement and that I shall have no right,
interest or ability to receive any payment, benefit or other
consideration of any kind under the Severance Plan. By
signing this document I release and discharge the Company from any
and all claims, causes of action, demands, lawsuits or other
matters of any kind whatsoever, known or unknown, directly or
indirectly related to the Severance Plan.
5.
Exclusions From
Release. I understand that My Claims released under this
Agreement do not include any rights or claims that may arise after
the Effective Date of this Agreement (which is that date occurring
on the eighth (8 th ) day after I sign this Agreement,
provided that I do not revoke this Agreement as described
below). I understand I do not waive future claims.
Also, I further understand that nothing in this Agreement shall in
any way adversely affect whatever vested rights I may have to
benefits under any retirement or other employee benefit
2
plan or adversely affect my ability
to exercise vested stock options as described in paragraph 6,
below. In addition, I acknowledge that this Agreement is not
intended to (a) prevent me from filing a charge or complaint
including a challenge to the validity of this Agreement, with the
EEOC; (b) prevent me from participating in any investigation
or proceeding conducted by the EEOC; or (c) establish a
condition precedent or other barrier to exercising these
rights. While I have the right to participate in an
investigation, I understand that I am waiving my right to any
monetary recovery arising from any investigation or pursuit of
claim on my behalf. I acknowledge that I have the right to
file a charge alleging a violation of the ADEA with any
administrative agency and/or to challenge the validity of the
waiver and release of any claim I might have under the ADEA without
either: (a) repaying to the Company the amounts paid by it to
me or on my behalf under this Agreement; or (b) paying to the
Company any other monetary amounts (such as attorney’s fees
and/or damages).
6.
Company’s Agreement to
Make Payment to Me . In exchange for my release and other
promises made by me in this Agreement, the Company agrees that it
shall make a separation payment to me in the amount of One Hundred
Seventy Thousand Dollars ($170,000), less taxes and other required
deductions and withholdings (“Separation
Payment”). I understand that the Separation Payment
described above shall be paid to me in a lump sum on the
Company’s regular payroll date as soon as practical after all
of the following have occurred: (i) the Separation Date has
passed; (ii) I have signed and returned the Agreement, and
(iii) the seven (7) day revocation period described in
this Agreement expires. In addition, I acknowledge that any
unvested Company stock options held by me as of the Separation Date
will terminate and be forfeited as of such Separation Date and that
any outstanding vested Company stock options held by me as of
the
