I,
Mark W. Krivoruchka, on my behalf and on behalf of my successors,
assigns, heirs, executors, legal representatives and
administrators, who shall be bound hereby, do freely enter into
this Agreement (“the Agreement”) with Cooper Tire &
Rubber Company, a Delaware corporation (“Cooper”), and
do hereby agree that my undertakings and obligations as set forth
herein shall also extend to the subsidiaries and affiliates of
Cooper, and to all of its officers, directors, agents, employees,
successors, assigns and legal representatives (collectively, the
“Company”).
In
consideration for the benefits and compensation set forth herein
and on the attached Exhibit A, a portion of which I
acknowledge represents substantial consideration over and above
that to which I would otherwise be entitled under the plans and
policies of the Company, I hereby agree as follows:
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1.
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I
shall relinquish my position as Senior Vice President, Global Human
Resources and Communications effective September 25, 2009
(“Relinquishment Date”) and resign from employment with
the Company as of December 31, 2009, subject to the provisions
of Paragraph 11 of the attached Exhibit A
(“Resignation Date”). From the Relinquishment Date
through the Resignation Date (the “Continuing Employment
Period”), I shall remain an employee of the Company, but
shall have no specific duties, except for certain transitional
services, which Cooper may request and I shall provide, from time
to time, during the Continuing Employment Period, and shall not be
required to report to work. Nothing in this Agreement prevents me
from obtaining full-time employment with any other employer,
whether a
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competitor or not, except, however,
I shall continue to be obligated, pursuant to my duties of loyalty
to Cooper and the agreement, referenced in section 6 of this
Agreement, to maintain as confidential the trade secrets, patents
and other proprietary information of the Company. I do agree,
however, that I shall not be entitled to any additional payment for
unused vacation, which amounts have been factored into the length
of the Continuing Employment Period.
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2.
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Except for my blackberry, which may
be used until October 25, 2009, and my Company vehicle, which
may be retained pursuant to Paragraph 7 of the attached
Exhibit A, I will deliver to the Company, within five days after
the Relinquishment Date, all items of personal property provided to
me by Cooper, plus all papers, documents and other materials in my
possession or under my control, other than those which are
generally available to the public, which relate to the
Company’s business, regardless of the origin of such
documents, or whether they contain confidential or proprietary
information.
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3.
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I
hereby knowingly and voluntarily release and forever discharge the
Company from all claims, demands, actions and causes of action,
damages, costs, payments and expenses of every kind, nature or
description which may exist as of the Effective Date, whether known
or unknown, which I now have or may have had from, upon, or by
reason of any cause whatsoever (“claims”) against the
Company, including, but not limited to: (a) any and all claims
arising out of or relating to my employment by or service with
Cooper,
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my
relinquishment of my Company position and my resignation from
Cooper; including, but not limited to all claims under the Family
and Medical Leave Act of 1993, 29 U.S.C. Sec. 2601 et. seq.;
(b) any and all claims of discrimination, including, but not
limited to all claims under the Age Discrimination in Employment
Act of 1967, 29 U.S.C. Sec. 621 to 634; the Civil Rights Act of
1871, 42 U.S.C. Sec. 1981; the Civil Rights Act of 1964, 44 U.S.C.
Sec. 2000e, et seq .; the Americans with Disabilities Act,
42 U.S.C. Sec. 12111, et seq.; the employment laws and regulations
of Ohio; and/or any claims growing out of any legal restrictions on
Cooper’s right to terminate its employees; and (c) any
and all claims of wrongful or unjust discharge or breach of any
contract or promise, express or implied. This release shall not
extend to any vested rights which I may have under the qualified
retirement plans of the Company in which I was participating
immediately prior to my resignation.
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4.
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I
agree (i) not to make any public statement to the media or,
directly or indirectly, provide information of any kind, whether
written or non-written, to, or otherwise collaborate in any way in
the taking of any action with, any third party concerning the
Company or any aspect of the Company or take any action, or make
any statements which could reasonably be construed as being
contrary to the interest of the Company, including the
Company’s management or its Board of Directors, without first
receiving the written approval of the Chairman of the Board of
Directors of the Company, or (ii)
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take action or make any statements
which could cause the Company any embarrassment or humiliation or
otherwise reflect negatively on the Company or cause the Company to
be held in disrepute; except, however, in the event I am compelled
by legal process to testify or produce documents relating to the
matters specified in this paragraph, I shall be relieved from the
obligations imposed upon me by this paragraph for such testimony,
information and/or documents legally compelled. In the event I am
compelled to testify or produce documents, I shall provide
immediate written notice of such fact to the Company, which notice
shall be sent to the attention of the General Counsel, 701 Lima
Avenue, Findlay, Ohio 45840, in order to give the Company a
reasonable opportunity to object to the disclosure of such
information or documents or to otherwise seek to limit the
disclosure of such information or documents.
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5.
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Except for any disclosure of this
Agreement that is required to be made pursuant to the federal
securities laws, the terms and conditions of this Agreement will
remain confidential and will not be discussed with, or revealed to,
any persons except my family, attorney and financial advisor, and I
will not cause this Agreement or any of its terms to be published
or publicized in any manner whatsoever.
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6.
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I
agree that this Agreement is not intended to nullify any
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