Mr. Patrick J. Haveron
147 Fernwood Drive
Old Tappan, New Jersey 07675
Re: Separation
from Employment
This letter
(“Separation Agreement”) sets forth the agreement
reached concerning the termination of your employment with Tower
Group, Inc., including its current and former parents, subsidiaries
and affiliated corporations, and their respective current and
former successors, assigns, representatives, agents, attorneys,
shareholders, officers, directors and employees, both individually
and in their official capacities (collectively,
“Tower”).
1. Your
employment with Tower, and any and all directorships, offices or
positions you hold with Tower, will terminate February 27,
2009 (the “Separation Date”). Tower will continue your
salary, less withholdings and deductions required by law, through
the Separation Date. You acknowledge and agree that your employment
with Tower will end for all purposes on the Separation Date. The
Separation Date will be the date of your “separation from
service” within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended, and any related
regulations or other effective guidance promulgated thereunder
(“Section 409A”).
2. In
consideration for signing this Separation Agreement, and in
exchange for the promises, covenants and waivers set forth herein,
Tower will (i) retain you as a consultant pursuant to the
terms of the consulting agreement annexed hereto as Exhibit A
(“Consulting Agreement”); (ii) pay you on
August 28, 2009 (such date being six months following your
separation from service as required by Section 409A), the lump
sum of $472,500.00, less withholdings and deductions required by
law, which represents your severance payments (including your pro
rata termination-year bonus for 2009 as determined for the period
beginning on January 1, 2009 and ending on the Separation
Date); (iii) provided you elect such coverage, continue, at no
cost to you, your coverage pursuant to COBRA under Tower’s
group health plans, and under Tower’s life insurance and
disability plans in which you currently participate, in each case
for up to twelve (12) months from the Separation Date
(provided that in lieu of continuing your coverage under
Tower’s life insurance and disability plans for such period,
Tower may elect, in its sole discretion, to provide you with cash
in an amount equal to the cost of
the premiums
required to obtain reasonably equivalent coverage for such period)
; and (iv) accelerate, effective as of the Separation Date, the
vesting of 2,917 shares of equity awards you have received from
Tower that remain unvested as of the Separation Date. If you do not
execute, or if you execute and revoke, this Separation Agreement,
the Consulting Agreement shall be void and you shall have no rights
under the Consulting Agreement or to receive the payments provided
for therein.
3. In
consideration of the payments and benefits described in paragraph 2
above and for other good and valuable consideration, you hereby
release and forever discharge, and by this instrument release and
forever discharge, Tower from all debts, obligations, promises,
covenants, agreements, contracts, endorsements, bonds,
controversies, suits, actions, causes of action, judgments,
damages, expenses, claims or demands, in law or in equity, which
you ever had, now have, or which may arise in the future, regarding
any matter arising on or before the date of your execution of this
Separation Agreement (collectively, “Claims”),
including but not limited to all claims (whether known or unknown)
regarding your employment at or termination of employment from
Tower, any contract (express or implied), any claim for equitable
relief or recovery of punitive, compensatory, or other damages or
monies, attorneys’ fees, any tort, and all claims for alleged
discrimination based upon age, race, color, sex, sexual
orientation, marital status, religion, national origin, handicap,
disability, or retaliation, including any claim, asserted or
unasserted, which could arise under Title VII of the Civil Rights
Act of 1964; the Equal Pay Act of 1963; the Age Discrimination in
Employment Act of 1967 (“ADEA”); the Older Workers
Benefit Protection Act of 1990; the Americans With Disabilities Act
of 1990; the Civil Rights Act of 1866, 42 U.S.C. § 1981; the
Employee Retirement Income Security Act of 1974; the Family and
Medical Leave Act of 1993; the Civil Rights Act of 1991; the Worker
Adjustment and Retraining Notification Act of 1988; the New York
State Human Rights Law; the New York City Human Rights Law; and any
other federal, state or local laws, rules or regulations, whether
equal employment opportunity laws, rules or regulations or
otherwise, or any right under any Tower pension, welfare, or stock
plans. This Separation Agreement may not be cited as, and does not
constitute any admission by Tower of, any violation of any such law
or legal obligation with respect to any aspect of your employment
or termination therefrom. Nothing in this Separation Agreement
shall be construed as waiving your rights to any vested benefit
under any employee benefit plan, including without limitation your
2008 bonus and Tower’s obligation to match your contributions
under your 401(k), or your right to enforce the terms of this
Separation Agreement or the Consulting Agreement.
4. In
consideration of the release described in paragraph 3 above and for
other good and valuable consideration, Tower hereby releases and
forever discharges, and by this instrument release and forever
discharges, you from all Claims. Nothing in this paragraph shall be
construed as waiving Tower’s right to enforce the terms of
this Separation Agreement or the Consulting Agreement.
5. You
represent and agree that you have not filed any lawsuits against
Tower, or filed or caused to be filed any charges or complaints
against Tower with any municipal, state or federal agency charged
with the enforcement of any law. Pursuant to and as a part of your
release and discharge of Tower, as set forth herein, you agree, not
inconsistent with EEOC Enforcement Guidance On Non-Waivable
Employee Rights Under EEOC-Enforced Statutes dated April 11,
1997, and to the fullest extent permitted by law, not to sue or
file a
charge,
complaint, grievance or demand for arbitration against Tower in any
forum or assist or otherwise participate willingly or voluntarily
in any claim, arbitration, suit, action, investigation or other
proceeding of any kind which relates to any matter that involves
Tower, and that occurred up to and including the date of your
execution of this Separation Agreement, unless required to do so by
court order, subpoena or other directive by a court, administrative
agency, arbitration panel or legislative body. To the extent any
such action may be brought by a third party, you expressly waive
any claim to any form of monetary or other damages, or any other
form of recovery or relief in connection with any such action.
Nothing in the foregoing paragraph shall prevent you (or your
attorneys) from commencing an action or proceeding to enforce this
Separation Agreement or the Consulting Agreement or to challenge
the validity of waivers or releases of claims under the
ADEA.
6. You
represent, warrant and acknowledge that Tower owes you no wages,
commissions, bonuses, sick pay, personal leave pay, severance pay,
vacation pay or other compensation or benefits or payments or form
of remuneration of any kind or nature, other than specifically
provided for in this Separation Agreement. Both Tower and you
acknowledge and agree that nothing contained in this Separation
Agreement is intended to modify any rights to which you would
otherwise be entitled under the Preserver Inc
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