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Exhibit
10.1
SEPARATION
AGREEMENT
This Separation Agreement
(“Agreement”) is made and entered into as of the 1st
day of May, 2008, by and between Jay T. Scripter (“I”,
“Me”, or “My” as the case may be) and H.B.
Fuller Company, a Minnesota corporation, with offices at 1200
Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota
55164-0683 and all of its divisions, subsidiaries, affiliates, and
all of its and their agents, officers, employees, and directors,
(hereinafter collectively “Fuller”):
WHEREAS , Fuller and I
have agreed that my employment with Fuller will terminate effective
June 17, 2008; and
WHEREAS , I have
agreed, in lieu of severance, to accept the benefits, obligations
and payments provided herein;
NOW, THEREFORE, in
consideration of the promises, agreements and covenants contained
herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby expressly acknowledged, the
undersigned hereby agree and promise as follows:
1. Recitals.
The foregoing recitals are hereby incorporated as if fully set
forth herein.
2. Employment and
Termination. I agree that My employment with Fuller will
end June 17, 2008, and that my last day in my current position
at Fuller will be April 28, 2008. I understand and acknowledge
that My employment with Fuller may be terminated earlier than
June 17, 2008, but only for gross violation of working rules
or gross misconduct. I further understand and agree that this
Agreement will become automatically null, void and unenforceable in
the event I am so terminated. I hereby resign as an officer and
director, as applicable, of Fuller and all Fuller-controlled
entities, including subsidiaries and joint ventures.
3. Separation
Payment. Within twenty-one (21) days after my
execution of this Agreement, I agree to provide Fuller with an
executed Release Agreement in the form attached hereto as Exhibit A
(the “Release Agreement”). In return, and in
consideration of the promises, agreements and covenants contained
in this Agreement, Fuller agrees to pay Me the sum of $86,770.00
(the “Separation Payment”). Unless there is a timely
rescission of this Agreement and the Release Agreement as provided
in the Release Agreement, the Separation Payment shall be paid in
one lump sum (less state and federal taxes and other standard legal
deductions) within ten (10) days following termination of My
employment on June 17, 2008, subject to Fuller’s receipt
of the signed Release Agreement. Except as expressly provided
herein, it is understood and agreed that I am waiving and
forfeiting any right, claim or interest to any severance payment
under any applicable Fuller plan, including, specifically, the H.B.
Fuller Company Severance Pay Plan.
4. Benefits.
Except as otherwise stated herein, Fuller agrees that, until
termination of My employment, I will continue to be eligible for
participation as a full time employee under Fuller’s benefit
programs, including all key manager benefits. I understand and
agree that My rights to benefits under any Fuller benefit plan,
including but not limited to Fuller’s Retirement
Plan and Fuller’s Defined
Contribution Restoration Plan, are governed and determined by the
rules of said plans, as they may exist from time to time. It is
further understood and agreed that, except as expressly stated
herein, I am not waiving any rights to vested employee benefits
extended under any Fuller plan.
5. T&E
Reporting. I agree to provide Fuller with all documentation
necessary to reconcile My outstanding Travel and Expense Reporting,
and will authorize Fuller to deduct from my Separation Pay any
amounts for any non-reimbursable expenses or expenses that do not
comply with Fuller’s policies regarding Travel and Expense
Reporting.
6. Outplacement
Services. Fuller agrees to pay up to $12,500.00 for
outplacement services utilized by Me during the period commencing
with the date of this Agreement and ending on December 31,
2008. Fuller shall at its election either reimburse Me for such
amounts upon proper documentation, or pay the outplacement services
provider directly on a receipt or invoice basis from the
outplacement services provider. Payments will be made as
documentation is provided. All documentation must be provided by Me
to Fuller by no later than January 15, 2009 and Fuller will
make final payment to Me or the provider by no later than
February 15, 2009.
7. Grants and
Awards. Except as otherwise stated herein, I understand and
agree that My rights to any long term incentives pursuant to any
Fuller grant or award, including, but not limited to, Restricted
Stock Awards and Stock Options, shall be governed and determined by
the terms of such grant or award, including the terms and
conditions of the plan or plans pursuant to which the grant or
award was made
8. Key Employee
Deferred Compensation Plan. My participation in the Key
Employee Deferred Compensation Plan (“KEDC”) will end
as of the date of my termination. Distributions under the KEDC will
be made pursuant to the terms of that plan, however, certain
distributions may be subject to the six (6) month waiting
period mandated under Section 409(A) of the Internal Revenue
Code.
9. Confidential
Information. I agree that, from and after the date this
Agreement is executed by both parties, all the information, facts,
or occurrences relating to business methods, plans and strategies,
formulas, designs, specifications, processes, product know how and
ideas, customer lists, customer purchasing histories, pricing and
other contract terms, financial and accounting information
including budgets, forecasts, projections, costs, prices, margins,
profits and sales, purchasing and supplier and potential supplier
information, computer user identifiers and passwords, and all other
information, not generally known and proprietary to Fuller,
relating to research, development, manufacturing, marketing or sale
of Fuller’s products shall be and are hereby deemed to be
confidential information of the Company (“Confidential
Information”). I agree, from and after the date this
Agreement is executed by both parties, not to use or disclose any
Confidential Information at any time during or after My employment
by Fuller, except by written consent of Fuller or as may be
required by law or court process. Upon termination of My
employment, I agree that all Confidential Information, including
all copies, excerpts and summaries in My possession or control, any
other information related to Fuller’s business or My Fuller
work and all other Fuller property shall be immediately returned to
Fuller.
Information shall be considered
Confidential Information regardless of the means, media or format
in which it is maintained or communicated. This includes all
documents, computers and electronic storage devices such as flash
drives, pdas, cds, dvds, floppy discs, keys, credit cards and
software that belong to Fuller. Confidential Information shall not
include information the e
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