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Separation Agreement and General Release

Termination Agreement

Separation Agreement and General Release | Document Parties: NEWELL RUBBERMAID INC You are currently viewing:
This Termination Agreement involves

NEWELL RUBBERMAID INC

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Title: Separation Agreement and General Release
Date: 2/29/2008
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

Separation Agreement and General Release, Parties: newell rubbermaid inc
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EXHIBIT 10.25
February 28, 2008
Steve Marton
Re: Separation Agreement and General Release
Dear Steve:
This letter when signed by you, will constitute the full agreement between you and Newell Rubbermaid, Inc. (“the Company”) on the terms of your separation from employment (“Agreement”). By entering into this Agreement, neither you nor the Company makes any admission of any failing or wrongdoing. Rather, the parties have merely agreed to resolve amicably any existing or potential disputes arising out of your employment with the Company and the separation thereof.
  1.   If you accept this Agreement, your employment with the Company will be considered involuntarily terminated effective 11:59 P.M. February 29, 2008 (“Separation Date”). You agree to work in whatever capacity as directed by the Company until the Separation Date. You will be paid your accrued, but unused vacation, if any, in the ordinary course of business.
 
  2.   In consideration of your acceptance of this Agreement, you will be entitled to the following items:
  (a)   As supplemental unemployment pay, the Company will provide you with 52 weeks of pay at your present base salary, less ordinary and necessary payroll deductions (“Salary Continuation Period One”). The supplemental unemployment pay, less unemployment compensation and less ordinary and necessary payroll deductions, will continue for an additional 26 weeks or until you find other employment, including self-employment (“Alternative Employment”), whichever event occurs first (“Salary Continuation Period Two”). Alternative Employment excludes any employment related income up to and including $4,167.00 per calendar month. The supplemental unemployment payments, however, will not commence until after the effective date of this Agreement and after the Separation Date, and they will be made on regularly scheduled pay dates. Notwithstanding any language in this Agreement to the contrary and assuming you do not breach this Agreement, you are guaranteed under this Agreement to receive 15 months of pay at your present base salary, less unemployment compensation where applicable and less ordinary and necessary payroll deductions.
 
  (b)   Your Separation Date shall be considered a “qualifying event” for purposes of triggering your right to continue your group health and dental insurance pursuant to federal law (commonly referred to as “COBRA”). However, as additional consideration for your acceptance of this Agreement, the Company will continue to provide group health and dental insurance benefits to you and, if applicable, your dependents, at the same cost it charges its employees for the duration of Salary Continuation Periods One and Two. After said Salary Continuation Periods, you will have the right to continue COBRA coverage at your own expense for the remaining duration, if any, of the COBRA period. You will receive, under separate cover, information regarding your rights to such continuation coverage.

 

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  (c)   As further consideration for your acceptance of this Agreement, if you find Alternative Employment prior to the end of either Salary Continuation Period, the Company, in addition to any remaining obligation under Salary Continuation Period One, will provide you with a lump sum payment equal to fifty percent (50%) of the remaining supplemental unemployment pay for Salary Continuation Period Two, as defined above (“Alternative Employment Bonus Payment”). This payment will be made, if known, on or before March 15, 2009 or if not known at that time, as soon as is administratively practicable.
 
  (d)   As additional consideration for your acceptance of this Agreement, if you have not found Alternative Employment by the end of Salary Continuation Period Two, the Company will extend Salary Continuation Period Two until you find Alternative Employment, or for four (4) weeks, whichever occurs first, if it determines that you have been searching for Alternative Employment in good faith.
 
  (e)   All vested stock options held by you pursuant to the Newell Rubbermaid, Inc. Amended 1993 or 2003 Stock Option Plans as of the Separation Date, remain exercisable until one hundred and eighty (180) days following the Separation Date or, if earlier, the expiration of their terms. All non-vested stock options, restricted shares or other awards granted under the Plans will be forfeited as of the Separation Date. As to restricted shares, however, if you are an employee as of the date that that the BOD declares is dividend eligible, you will receive said dividends regardless if the declared payment date is after the Separation Date.
 
  (f)   You will be allowed to continue to use the Company-leased car pursuant to the terms of the leased automobile program through Salary Continuation Period One and then through Salary Continuation Period Two. You may purchase said vehicle at any time prior thereto at the buy-out price as established by said program. If your lease expires during either Salary Continuation Period, the Company will extend that lease for the duration of said Periods.
 
  (g)   The Company will reimburse you for 2007 income tax preparation services.
 
  (h)   You will be allowed to keep your Blackberry and Laptop computer after the Company’s IT department has sanitized the devices of all pertinent Company information.
 
  (i)   If you experience a loss on the sale of your current Georgia residence and you move at least 100 miles from said residence, the Company, at its discretion, will provide you with up to the difference between your purchase price and your subsequent net selling price of said property (Net selling price defined as actual selling price less real estate commissions) provided that said sale closes prior to your acceptance of Alternative Employment or to the extent that the sale occurs after acceptance of Alternative Employment, you have not been, nor will be per that employer’s standing policy and practice, reimbursed for these same expenses. For purposes of this section only, “purchase price” means the summation of the original price that you paid for said property plus your subsequent capital improvements, if any, that were made prior to January 1, 2008 and that were either included in your original mortgage or equaled or exceeded $25,000.00.
 
  (j)   Except as stated above, all other benefits, bonuses and compensation end on the Separation Date. However, this Agreement does not affect any existing vested rights that you may have in the Company’s bonus, deferred compensation, pension, retirement and/or 401(k) plans. You will receive, under separate cover, information regarding your rights and options, if any, under said plans.
  3.   In consideration of the payments and benefits provided to you above, to which you are not otherwise entitled and the sufficiency of which you acknowledge, you do, on behalf of yourself and your heirs,

 

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      administrators, executors and assigns, hereby fully, finally and unconditionally release and forever discharge the Company and its parent, subsidiary and affiliated entities and all their former and present officers, directors, shareholders, employees, trustees, fiduciaries, administrators, attorneys, consultants, agents, and other representatives, and all their respective predecessors, successors and assigns (collectively “Released Parties”), in their corporate, personal and representative capacities, from any and all obligations, rights, claims, damages, costs, attorneys’ fees, suits and demands, of any and every kind, nature and character, known or unknown, liquidated or unliquidated, absolute or contingent, in law and in equity, enforceable under any local, state or federal common law, constitution, statute or ordinance, which arise from or relate to your past employment with the Company or the termination thereof, or any past actions or omissions of the Company or any of the Released Parties, including without limitation, rights and claims arising under the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Age Discrimination in Employment Act of 1967, as amended. Subject to applicable law, you also warrant that you have not filed or sued and will not sue or file any actions against the Company or any of the Released Parties with respect to claims covered by this release.
 
      You recognize and understand that the foregoing is a general release by which you are giving up the opportunity to obtain compensation, damages, and other forms of relief for yourself. By signing this Agreement, you waive any right to personally recover against the Released Parties, and you give up the opportunity to obtain compensation, damages or other forms of relief for you other than that provided in this Agreement.
 
      This Agreement, however, is not intended to and does not interfere with:
  (a)   the right of any governmental agency to enforce laws or seek relief that may benefit the general public, or your rights to assist with or participate in that process;
 
  (b)   as long as you were acting within the course and scope of your employment with the Company, any right to indemnification from the Company for any and all claims, causes of action, damages and/or liabilities of any kind, nature, description or character arising out of, relating to, or in connection with your employment with the Company; or
 
  (c)   any right arising under any directors and officers’ liability insurance provided the Company.
  4.   Non-Competition and Non-Solicitation
  (a)   The Company . The Company is a global marketer of consumer and commercial products .
 
  (b)   Your Job Duties . You agree that your job duties during your tenure with the Company included the following: As the Group President of the Office Products segment of the Company and reporting to the CEO of the Company, your responsibilities included all aspects of executive management of that segment.
 
  (c)   Your Obligations . Until February 28, 2010:
  (i)   Non-Competition . You agree that you will not perform the same or substantially the same job duties on behalf of a business or organization that competes with the Company in Office Products. This non-competition covenant is limited to the United States.
 
  (ii)   Non-Solicitation . You agree that you will not directly or indirectly, individually or on behalf of any person or entity, solicit or induce, or assist in any manner in the solicitation or inducement of: (i) employees of the

 

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      Company, other than those in clerical or secretarial positions, to leave their employment with the Company (this restriction is limited to employees with whom you have had contact for the purpose of performing your job duties and responsibilities and does not include employee letters of reference); (ii) customers of the Company to purchase from another person or entity products and services that compete with those offered and provided by the Company (“Competitive Products”) (this restriction is limited to customers with whom you have contact through performance of your job duties and responsibilities or through otherwise performing services on behalf of the Company); or (iii) suppliers of the Company to supply another person or entity providing Competitive Products

 
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