EXHIBIT 10.1
May 17, 2005
VIA HAND DELIVERY
Donald M. Muir
c/o 132 Fairgrounds Road
West Kingston, RI 02892
Dear Don:
This will confirm that you have
resigned your employment with American Power Conversion Corporation
and its subsidiaries (collectively “APC”) to pursue
other interests, effective as of May 17, 2005 (the
“Resignation Date”). As of the Resignation Date,
your salary will cease, and any entitlement you have or might have
under an APC-provided benefit plan, program or practice will
terminate, except as otherwise required by federal or state
law. This letter agreement (“Agreement”) spells
out the terms of your separation from employment with
APC.
1.
In consideration for your execution
of this Agreement, including specifically the release provisions in
Section 3, APC agrees to the following:
(a)
You will be paid an aggregate of
$500,000 in severance pay, minus any applicable federal, state
and/or local taxes, deductions and withholdings, and any other
agreed-upon deductions, in accordance with APC’s normal
payroll practices, in eight (8) equal monthly installments of
$62,500, commencing in the pay period following APC’s receipt
of this Agreement signed by you.
(b)
You have the right under federal
legislation, commonly referred to as “COBRA”, to
continue participation in APC’s group health insurance plans
(medical, dental) at your expense for a period of up to 18 months
after termination of employment with APC, subject to limitations on
that right imposed by COBRA. Although not obligated to do so,
APC will pay your health insurance premiums for the twelve (12)
months that follow the month in which the Resignation Date falls or
until you are eligible for other health insurance coverage by
virtue of becoming employed, whichever comes first. At the
conclusion of the 12-month period, you will be permitted to
continue participation in the group health insurance plans by
payment of the entire appropriate monthly premium for the remainder
of the 18-month COBRA period (subject to the limitations on that
right imposed by COBRA). You understand that, in accordance with
COBRA, APC’s obligations under this paragraph may terminate
in any event if you are not eligible or become covered by another
health insurance plan prior to the end of the 18-month period
following your termination of employment. Documents relating
to your COBRA rights will be provided separately.
2.
You understand and agree that the
payments and benefits offered to you in Section 1 of this Agreement
are in addition to any payments or benefits to which you are
otherwise entitled because of your employment with the
Company.
3. (a) In exchange
for the amounts described in Section 1 of this Agreement, and other
good and valuable consideration, you knowingly and voluntarily
agree that you, your representatives, agents, estate, heirs,
successors and assigns absolutely and unconditionally release,
indemnify, hold harmless and forever discharge the Company and its
parent, subsidiaries, divisions, affiliates, successors and/or
assigns and their respective current and/or former officers,
directors, shareholders, agents, and employees, both individually
and in their official capacities (collectively referred to
throughout this Agreement as the “Releasees”), of and
from any and all actions, causes of action, suits, claims,
complaints, liabilities, agreements, promises, contracts, torts,
damages, controversies, judgments, rights and demands, whether
existing or contingent, known or unknown, which you have or may
have against the Releasees, including, but not limited to: (i) any
and all claims arising out of or in connection with your
employment, change in employment, resignation or termination; (ii)
any and all claims based on any federal, state or local law,
constitution or regulation dealing with employment, employment
discrimination, retaliation and/or employment benefits such as
those laws or regulations concerning discrimination on the basis of
race, color, creed, religion, age, sex, sex harassment, sexual
orientation, marital status, national origin, ancestry, handicap or
disability, family or medical leave, veteran status or any military
service or application for military service; (iii) any and all
claims based on any alleged public policy, contract (whether oral
or written, express or implied), tort, or any other statutory or
common la
