EXHIBIT 10.1
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CONFIDENTIAL
TRANSITION
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AGREEMENT AND RELEASE OF
CLAIMS
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THIS AGREEMENT
made and entered into by and between Belk, Inc. and subsidiaries,
including but not limited to Belk Stores Services, Inc., and Belk
Merchandising LLC (hereinafter referred to as “Belk” or
“the Company”), and Mary R. Delk (hereinafter referred
to as “Ms. Delk”).
WHEREAS, Belk and
Ms. Delk agree that it is the best interest of both Belk and
Ms. Delk that her employment relationship with Belk be
terminated; and
WHEREAS, Belk and
Ms. Delk agree that it is in the best interest of each that
the terms and conditions of her separation of employment be
expressly set forth;
NOW, THEREFORE, in
consideration of the mutual covenants and promises stated in this
document by Belk and Ms. Delk to each other and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby expressly acknowledged by the parties, the parties agree
that:
1.
Official Retirement Date . Ms. Delk will continue her
active employment with Belk through June 30, 2006, which will
be her last day of active work. Belk will pay Ms. Delk through
June 30, 2006, at her current rate of pay as set forth in
Paragraph 2 so long as she is actively working for Belk.
Ms. Delk will then be paid for ten (10) accrued, but
unused, vacation days as set forth in paragraph 2. Ms. Delk
will not be paid for any unused personal days. Ms. Delk then
will be paid fifty-six (56) weeks of severance pay which ends
on July 27, 2007 as set forth in paragraph 2.
Ms. Delk’s official retirement date from Belk will be
July 27, 2007.
If Belk hires a
replacement for Ms. Delk prior to June 30, 2006, Belk
shall have the right to discontinue the active employment of
Ms. Delk. In such event, Ms. Delk will be paid by Belk
through June 30, 2006 as if she were actively employed.
Ms. Delk would then be paid the vacation and severance pay as
set forth above. Ms. Delk will accrue no vacation days for
fiscal year 2008.
Belk and
Ms. Delk may agree that her last day of active work may be in
the period between April 29, 2006 and June 30, 2006. If
Belk and Ms. Delk agree that her last day of active work
occurs between April 29, 2006 and June 30, 2006, then she
will be paid thru her last day of active work and the vacation and
severance pay will then be paid starting from the last day of
active work and her date of retirement will be adjusted
accordingly. In the event that Ms. Delk’s last day of
active work is prior to April 29, 2006, then Belk will only
pay her current rate of pay thru the date of her last day of active
work, and she will receive no severance pay; however, Ms. Delk
will be paid for ten (10) accrued, but unused, days of
vacation.
2.
Payments . For the active work period and the severance pay
period, Ms. Delk will be paid at her current rate of pay of
$10,074.76 per week minus standard tax and required and authorized
deductions. Payments will be paid bi-weekly. The final pay period
will end on July 27, 2007, unless adjusted pursuant to
paragraph 1.
The
vacation and severance payments to be made by Belk pursuant to this
Agreement shall be paid if Ms. Delk becomes employed with
another employer.
If
Ms. Delk resigns or is terminated for cause from Belk prior to
April 29, 2006, she shall receive only accrued vacation pay
and her official retirement date shall be adjusted
accordingly.
Termination “for cause” includes, but is not limited
to, the following examples :
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Unlawful harassment
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Dishonesty or theft
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Falsifying company
documents
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Gross insubordination
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Crimes involving use of illegal
drugs or alcohol
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Conviction of a crime of dishonesty
or violence, even if not concerning work at Belk
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Disruptions in the workplace,
including use of racial or ethnic slurs and particularly offensive
profanity
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Fighting, threats or intimidation of
bodily harm, or any use of or threat of violence
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Having a dangerous weapon on company
property without prior authorization by the facility
manager
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Misusing legally prescribed drugs
while on the job
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Tape recording conversations with
managers or other associates without their prior knowledge and
consent
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Violation of the Belk Acceptable
Business Practices Policy
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During the active
work period and any severance pay period Belk agrees that
Ms. Delk’s current benefits with Belk (including, but
not limited to, 401(k) Company basic contributions, Supplemental
Executive Retirement Plan (SERP), Deferred Compensation Plan,
401(k) Restoration Plan and the Company match to pre-tax
contributions by Ms. Delk, if any, to the Company 401(k) plan)
will remain in effect so long as Ms. Delk pays her required
benefit contributions, if any.
Belk agrees that
it will provide first class resume services and printing at
Belk’s expense for Ms. Delk for 12 weeks following
the effective date of this Agreement.
Ms. Delk
shall not be entitled to any bonus payments for fiscal year 2007
and fiscal year 2008.
Belk shall not
reimburse Ms. Delk for any relocation expenses for herself and
her family.
Ms. Delk
shall not be entitled to receive any Belk employee merchandise
discount after her last day of active employment.
3.
Release and Additional Promises. In consideration of the
payments provided by Belk in paragraph 2, Ms. Delk agrees as
follows:
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a.
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Release of Rights
. That for herself and
her attorney, heirs, executors, administrators, successors and
assigns, she fully discharges and releases Belk (including its
officers, directors, managers, supervisors, and/or agents), any
parent, or affiliated companies (including their officers,
directors, managers, supervisors, or agents) from all
administrative charges, lawsuits, causes of action, employment
contracts, demands, and claims for damages whatsoever in law or
equity regarding her employment and/or separation of employment
that she now knows or should know that exist against Belk, arising
under any state or federal statutory or common laws, including but
not limited to, all claims under the Age Discrimination in
Employment Act (“ADEA”), 29 U.S.C. §§
621 , et seq.; the Older Workers
Benefit Protection Act; Title VII of the Civil Rights Act of 1964
(“Title VII”), 42 U.S.C. § 2000e, et
seq. ; the Americans with Disabilities Act
(“ADA”), 42 U.S.C. § 12101, et
seq. ; the Employee Retirement Income Security Act
(“ERISA”), 29 U.S.C. § 1001, et
seq. ; the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”), 29 U.S.C. § 1161, et
seq ; the Equal Pay Act of 1963; the Vocational
Rehabilitation Act of 1973; the Civil Rights Acts of 1866, 1871 and
1991; Section 1981 of the Civil Rights Act of 1866; the North
Carolina Equal Employment Practices Act, N.C.G.S.
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§143-422.1 et
seg .; any
state wage payment laws; or claims alleging wrongful termination,
retaliation, whistleblower protection, and/or seeking damages for
mental and/or emotional distress, breach of implied or expressed
contract, whether oral or written, tortuous interference with
contractual relations, breach of promise, failure to hire,
misrepresentation, negligence, fraud, estoppel, defamation,
intentional or negligent infliction of emotional distress, loss of
consortium, violation of public policy, wrongful, abusive or
constructive discharge, or any other employment related tort; or
any other Federal, State, or local law relating to
employment.
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This Agreement is not intended to
waive any claims that may arise after the date this Agreement is
executed or any rights or claims to test the knowing and voluntary
nature of the release of claims in this Agreement under the Older
Workers Benefit Protection Act, as amended.
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This Agreement is not intended to
waive any claims that may arise under the Fair Labor Standards Act,
29 U.S.C. § 201, et seq. , or the Family Medical
Leave Act.
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This Agreement does not waive or
release any rights for indemnification, if any, that Ms. Delk
may have pursuant to the bylaws of Belk, Inc. and pursuant to any
Directors and Off
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