|
Exhibit
10.1
RELEASE &
SEPARATION AGREEMENT
The parties to this
Separation Agreement (hereinafter “Agreement”) are
Cindy J. McPike (“Employee”) and StanCorp Financial
Group, an Oregon corporation, as hereinafter defined.
For purposes of this
Agreement the “Company” or “Employer” means
StanCorp Financial Group, Inc., an Oregon corporation. The
provisions of this Agreement shall be deemed to inure to the
benefit of StanCorp Financial Group, Inc., Standard Insurance
Company, their predecessors, successors, parents, subsidiaries,
affiliates, and all officers, directors, employees, insurers,
owners, agents, assigns and attorneys of each of those entities in
their individual and representative capacities, all of whom shall
be deemed “Releasees”.
Employee and Company have
mutually agreed that her employment with the Company will terminate
effective June 18, 2007.
Employee will, and hereby
does resign effective June 18, 2007, all positions held by
Employee within the Company.
The purpose of this Agreement
is to provide for certain severance benefits to Employee and in
connection therewith settle any and all claims and rights that
Employee has or may claim to have against Releasees arising from or
relating to Employee’s employment with Company or the
Company’s stock or benefit plans.
| 4. |
CONSIDERATION & EMPLOYEE
OBLIGATIONS |
Contingent Obligations and
Rights. The following shall be effective after receipt by the
Company of this Agreement fully executed by Employee:
Severance Pay
As consideration for this
agreement, Company shall pay Employee severance pay in the total
amount of three million dollars ($3,000,000), payable in two equal
installments of one million five hundred thousand dollars
($1,500,000) within 5 business days after July 1, 2007 and
January 1, 2008.
1
A. Employee waives,
acquits and forever discharges and releases Releasees as defined in
this Agreement from any and all claims, demands, actions, or causes
of action, whether known or unknown, arising from or related in any
way to any employment or termination of employment or officer or
manager positions, or past or future failure or refusal to employ
Employee, or any other past or future claim (except as reserved by
this Agreement or where expressly prohibited by law) arising from
or related to in any way to Employee’s employment,
compensation, benefits, stock or stock option grants, incentive
compensation, bonuses, reemployment, or application for employment,
with the exception of any claim Employee may have against Releasees
for enforcement of this Agreement. This release is intended as a
general release and includes any and all claims, direct or
indirect, which might otherwise be made under any applicable local,
state or federal law, including but not limited to, any claim
arising under the Oregon or Federal statutes, contracts or common
law, including wages, hours or discrimination, Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Family and Medical Leave Act
of 1993, the Equal Pay Act of 1963, Executive Order 11246, the
Rehabilitation Act of 1973, the Vietnam Era Veterans Readjustment
Assistance Act, the Fair Labor Standards Act, all as amended, and
any regulations under such authorities. As to claims that could be
filed with the Equal Employment Opportunity Commission
(“EEOC”), Employee acknowledges that if any charges are
filed, the Employee waives any claim for damages or for equitable
relief. Nothing herein shall be construed to impair
employee’s vested interest, if any, in any pension, profit
sharing, 401(k) or other similar retirement plan.
B. Release Valid
Regardless of Future Discovery of New or Different Facts.
Employee acknowledges that they are aware that they or their
attorney may discover facts different from or in addition to the
facts they now know or believe to be true with respect to the
Litigation, with respect to any other claim that is in any way
related to Employee’s employment by the Company, the
termination of that employment, or claims against the Company, or
with respect to the subject matter of this Release, but that it is
their intention to and they hereby do fully, finally, absolutely
and forever settle any and all claims, disputes and differences
that now exist, may exist or have existed between the Employee and
the Company. This Release shall operate as a full and complete
release notwithstanding the discovery of any different or
additional facts.
C. Waiver of Rights to
Reinstatement. Employee does hereby waive any and all rights to
reinstatement, rights to reemployment, rights to be hired, and
rights to be rehired with the Company as may otherwise exist at any
time on, before, or after the date Employee signs this
Release.
D. ADEA Release. As to
the full release of all claims under the Age Discrimination in
Employment Act of 1967 (“ADEA”) Employee acknowledges
that:
| |
(1) |
This Release is written in language Employee
understands; |
2
| |
(2) |
Employee has been advised in writing to consult with an
attorney before signing the Release; |
| |
(3) |
This Release specifically releases claims under the
ADEA; |
|