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Exhibit 10.1
SEPARATION
AGREEMENT
This
Agreement is effective as of the 1 st day of April, 2008
between FOREST
CITY ENTERPRISES, INC.
(“Company”), whose address 1100 Terminal Tower,
Cleveland,
Ohio 44113 and THOMAS G.
SMITH (“Tom Smith” or “Employee”), whose
address
is 8775 Fox Hollow Lane,
Kirtland Hills, Ohio 44060-8821.
WHEREAS,
Company has employed Tom Smith as a full-time Chief Financial
Officer
and Senior Vice President
of the Company since September 3, 1985, Secretary of the
Company since
December 2, 1992 and Executive Vice President of the Company
since
November 2000;
WHEREAS,
the Company and Smith have reached an agreement as to Tom
Smith’s
retirement and separation
of employment and;
WHEREAS,
Company and Tom Smith desire to arrange for this transition in a
manner
that is mutually acceptable
and beneficial.
NOW
THEREFORE, in consideration of the mutual covenants and promises
set forth in
this Agreement, Company and
Tom Smith agree as follows:
1) Tom
Smith’s retirement from employment with the Company shall be
effective on
April 1, 2008.
2) The
Company shall provide Tom Smith:
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a) |
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a severance benefit in the amount of $1,000,000.00 cash to be
paid in a lump sum on or before April 30, 2008. |
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b) |
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the earned fiscal 2007 short-term incentive and the earned
fiscal 2004-2007 long-term incentive to be paid commensurate with
the Company’s process and procedure under the plans, on or
before April 30, 2008. |
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c) |
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all earned and accrued PTO to be paid in the pay period
following separation date. |
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d) |
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a buy-out of the Company automobile lease for an estimated cost
of $51,126.00, plus tax. |
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e) |
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a special grant of 15,000 shares of the
Company’s restricted shares of Class A
Common Stock. |
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f) |
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a cash payout of $86,700.00 to be paid on or before
April 30, 2008, which amount approximates the present value of
the estimated premiums cost of extending the Executive Medical Plan
through COBRA for Tom and Kori Smith for a period of eighteen
months following separation date, grossed up for taxes. |
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Tom Smith shall receive monies due under paragraphs 2(a), (b),
(c), (d) and (e), less all |
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applicable federal, state or local taxes. |
3) Tom Smith shall not directly or
indirectly disclose to any person, firm,
corporation or partnership
any confidential or proprietary information acquired by him
with regard to the business
or operations of the Company. Tom Smith shall not directly or
indirectly disclose to any
person, firm, corporation or partnership the names and
addresses
of any clients, partners,
tenants, or prospective tenants of the Company. The Company
recognizes that Tom Smith
has developed a skill and expertise in the area of public
accounting
and insurance and shall not
restrict him from continuing to work in such fields.
4) Tom
Smith acknowledges that the payment
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