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.
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1. |
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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. |
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2. |
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In consideration of your acceptance of this Agreement, you will
be entitled to the following items: |
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(a) |
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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. |
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(b) |
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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) |
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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. |
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(d) |
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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. |
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(e) |
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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. |
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(f) |
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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. |
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(g) |
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The Company will reimburse you for 2007 income tax preparation
services. |
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(h) |
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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. |
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(i) |
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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. |
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(j) |
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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. |
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3. |
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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. |
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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. |
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This Agreement, however, is not intended to and does not
interfere with: |
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(a) |
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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; |
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(b) |
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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 |
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(c) |
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any right arising under any directors and officers’
liability insurance provided the Company. |
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4. |
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Non-Competition and Non-Solicitation |
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(a) |
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The Company . The Company is a global marketer of
consumer and commercial products . |
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(b) |
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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. |
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(c) |
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Your Obligations . Until February 28, 2010: |
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(i) |
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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. |
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(ii) |
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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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