Exhibit 10.1
SEPARATION AND SEVERANCE AGREEMENT
This SEPARATION AND SEVERANCE AGREEMENT ("Agreement") is by
and between
Terry Clark ("You") and Collins Industries, Inc. ("the Company")
and is
effective as of the Effective Date stated herein.
WHEREAS You are currently employed by the Company; and
WHEREAS You and the Company wish to conclude Your employment
with the
Company on the terms and conditions stated herein;
NOW, THEREFORE, You and the Company (collectively "the
parties") agree as
follows:
1. Your Separate Agreements. In exchange for the consideration
stated in
this Agreement, to which consideration You agree You are not
otherwise entitled
and which consideration You acknowledge as valid and sufficient,
You agree:
(a) For purposes of receipt of salary and benefits
eligibility, You shall
remain on Company's payroll through April 15, 2005
(b) To the maximum extent permitted by law and without
exception, You
release and waive any and all claims, demands, and/or causes of
action
(collectively "claims") known or unknown, suspected or unsuspected,
that, as of
the Effective Date, You have or could have against the Company
and/or any or all
of its current and/or former parent corporations, current and/or
former
subsidiary corporations, current and/or former directors, current
and/or former
officers, current and/or former fiduciaries, current and/or former
employees,
current and/or former agents, current and/or former successors,
current and/or
former assigns, and/or other entities currently and/or formerly
affiliated with
or related to the Company (collectively hereinafter "the Company
Affiliates").
(c) The claims released and waived under this Agreement
include, but are
not limited to, any and all claims You and/or anyone acting on Your
behalf hold
or own or have at any time before the Effective Date held or owned
against the
Company and/or the Company Affiliates, including but not limited
to, to the
maximum extent permitted by law, claims under any federal and/or
state
Constitution; claims under any federal, state, and/or local common
law,
including claims sounding in tort and/or contract; claims under any
federal,
state, and/or local public policy; claims under the Employee
Retirement Income
Security Act; claims under the Family and Medical Leave Act; claims
under the
Equal Pay Act; claims for workers' compensation retaliation and/or
discrimination; claims under the Fair Labor Standards Act and/or
any other
federal, state, and/or local wage payment law; claims for
discrimination
(including harassment) and/or retaliation under any federal, state,
and/or local
law, including but not limited to 42 U.S.C. ss. 1981, Title VII of
the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Americans
with
Disabilities Act, the Age Discrimination in Employment Act, and/or
any other
federal, state, and/or local law, statute, ordinance, and/or
regulation; claims
under any and all other federal, state, and/or local laws,
statutes, ordinances,
regulations, and/or common law; and claims under any practice
and/or policy of
the Company, including but not limited to any benefit plan of the
Company and/or
any of the Company Affiliates.
(d) The Company has not made any representations to You
regarding the tax
implication of any payments made pursuant to this Agreement, and
any and all
liability for Your portion of federal, state, and local taxes
related to such
payment remains with You, unless otherwise agreed to in writing by
the Company.
(e) (1) You will not communicate the contents of this
Agreement or the
circumstances or the discussions leading to this Agreement
("Confidential
Information") other than to Your immediate family members, to Your
attorney, to
Your accountant, to governmental taxing authorities, or if
compelled by a court
of competent jurisdiction or otherwise required by law ("Authorized
Persons");
(2) before You disclose any Confidential Information to any
Authorized Persons,
You will inform them that the matter is confidential, that
compliance with this
confidentiality provision is a material condition of this
Agreement, and that
any disclosure of Confidential Information to persons or entities
not authorized
to receive it is a material breach of this Agreement; (3) if You
are compelled
to disclose any Confidential Information by a court of competent
jurisdiction or
otherwise, then You will give the Company's Human Resources
Department as much
notice as is reasonably practicable before such disclosure in the
event the
Company wishes to intervene to protect its rights under this
Agreement.
(f) Except with the express written consent of the Company,
You will not
directly or indirectly communicate, divulge, or use, whether for
Your benefit or
for the benefit of any third party, any confidential and/or
proprietary
information concerning the Company's business, including but not
limited to the
Company's operations, services, materials, policies, and the manner
in which
they are developed, marketed, and/or provided, attorney-client
privileged
information, attorney work product-privileged information, and any
and all such
other information regarded as trade secrets and/or confidential
and/or
proprietary information by the Company and/or under any applicable
law,
regulation, rule, and/or ethical guideline.
(g) As of the date You signed this Agreement, You (1) have not
suffered an
injury You currently believe to be work-related that You have not
properly
disclosed to the Company; (2) have been paid in full all wages due
and owing to
You for any and all work performed for the Company and/or any of
the Company
Affiliates (aside from those wages due and owing under the deferred
compensation
arrangement addressed in ¶ 2(j) below); and/or (3) have not
exercised any
actual or apparent authority by or on behalf of the Company and/or
any of the
Company Affiliates that You have not specifically disclosed to the
Company.
(h) You will abide by the following restrictions, which
restrictions You
agree You will not challenge as unenforceable in any action, are
necessary for
the protection of the Company's protectible interests, are
reasonable in
duration and scope, may be enforced through injunction without the
Company
posting bond, and, if found for any reason not to be enforceabl
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