KNOW ALL MEN BY
THESE PRESENTS, AutoZone, Inc., a Nevada corporation for itself and
on behalf of its affiliates and subsidiaries both direct and
indirect (hereinafter collectively referred to as
“AutoZone”) and Bradley Wayne Bacon
(“Employee”) for and in consideration of the promises,
undertakings and benefits set out in this Agreement as of January
19, 2007 agree as follows:
1.
Effective Date. Employee’s employment with AutoZone is
terminated as of January 30, 2007, (“Effective Date”).
Employee resigns as an officer of AutoZone, Inc. and any and all of
its affiliates and subsidiaries (both direct and indirect) as of
January 16, 2007.
2.
Release. Except for the obligations undertaken pursuant to
the terms of the Agreement, Employee releases and forever
discharges AutoZone and its employees, agents, subsidiaries,
predecessors, successors, affiliates, and assigns from all claims
of whatsoever nature and the right to receive compensation from
such claims, growing out of or in any way directly or indirectly
connected with the employment relationship between Employee and
AutoZone, included but not limited to:
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A.
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Breach of any express or implied
term or condition of employment;
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B.
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Any
other causes of action under any federal, state or local law, rule
or regulation, including but not limited to claims under any
worker’s compensation law, the Age Discrimination in
Employment Act (as amended), the Older Workers’ Benefit
Protection Act, the Civil Rights Act of 1991, the Civil Rights Act
of 1964 (as amended), the Civil Rights Act of 1866, the American
with Disabilities Act of 1990, the Family and Medical Leave Act of
1993, and/or the Tax Reform Act of 1986 (as amended);
and/or
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C.
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Any
right to receive any monetary damages or liability payments from
any actions at law or in equity filed on his behalf with regard to
his employment with or arising out of or relating to his employment
with AutoZone.
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(It is
important that you read and understand the terms of this Agreement
in full and that if you decide to sign it, that you do so knowingly
and voluntarily. We suggest you consult an attorney about this
Agreement and your rights before signing it. You will not waive or
give up any rights to claims you may have against AutoZone that may
arise after the date that you sign this Agreement. Although we
encourage you to seek advice of counsel concerning your rights and
will be happy to answer questions about our offer, the offer is not
negotiable. In other words, you may accept the offer as stated or
reject the offer and receive the benefits to which you are entitled
by law.)
3.
Recision. AutoZone’s offer as described in this
Agreement will remain open and effective for twenty-one
(21) days from the date of this Agreement. You may elect to
accept or reject this offer within that time period. If you do
nothing within the twenty-one (21) day period, the offer shall
be deemed withdrawn by AutoZone.
If you do sign the
Agreement within the twenty-one (21) day period, you will have
seven (7) days following the date you signed this Agreement to
change your mind and revoke the Agreement in writing. Therefore,
this Agreement will not be in effect until seven (7) days have
passed following the date you sign this Agreement.
4.
Benefits. In consideration of the release granted by
Employee and the other obligations undertaken by Employee pursuant
to this Agreement, Employee shall receive, subject to the
limitations contained in this Agreement, the following Benefits in
his favor:
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A.
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Severance pay for a period of
seventy-eight (78) weeks at Employee’s current weekly
base salary rate, paid in equal bi-weekly installments as currently
received by Employee, at the same time as AutoZone’s regular
payroll. In the event you elect COBRA coverage, each week of pay
will also include an additional amount sufficient to cover the
difference between premium payments currently being deducted for
group health insurance and the premium payment pursuant to COBRA.
In the event you obtain other health insurance during the term of
this agreement, you must immediately notify AutoZone, in writing.
Upon receipt of this notification, AutoZone will reduce your pay by
the excess COBRA payments. As used in this Agreement,
“bi-weekly” means “once every two weeks.”
Notwithstanding anything herein to the contrary, no cash shall be
distributed under this Plan during the six (6) month period
following your termination from AutoZone. On the first day
following the end of such 6 month period, AutoZone will
distribute to you the cumulative amount of cash (including
severance pay and COBRA payments) that would have otherwise been
distributed to you during this 6 month period.
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B.
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Vacation pay for which you are
eligible, but have not taken, as of the Effective Date of this
agreement.
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C.
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You
will receive your eligible Fiscal 2007 bonus, prorated through the
Effective Date of your employment with AutoZone. This bonus will be
calculated in the same manner (except for be
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