Exhibit 10.2
CONFIDENTIAL WAIVER AND
RELEASE AGREEMENT
This Confidential Waiver and Release
Agreement (“Agreement”) is entered into between Horace
Mann Service Corporation (“Horace Mann” or “the
Company”) and Frank D’Ambra
(“Employee”).
WHEREAS, Employee’s employment
with Horace Mann will terminate effective December 31, 2008
(“Separation Date”) and Horace Mann has determined that
Employee will receive certain payments if Employee executes and
complies with the terms of this Agreement; and
WHEREAS, Employee acknowledges that
the consideration received by Employee under the terms of this
Agreement for the release and waiver contained herein is in
addition to any consideration Horace Mann is otherwise required to
provide Employee.
NOW, THEREFORE, in consideration of
the promises and the mutual covenants and agreements set forth
below, the parties hereby acknowledge and agree as
follows:
1. Leave
Period . Employee, resident in Florida, will be on a paid
approved inactive leave from May 2, 2008 through his
Separation Date (“Leave Period”). During the Leave
Period, Employee shall receive his regular salary and remain
eligible to continue to participate in the Horace Mann retirement
plans, medical, dental and life insurance plans on the same basis
as when actively employed, provided Employee makes timely premium
payments for employee coverage under such plans. Employee’s
regular salary will continue to be paid in semi-monthly
installments on or about the 15 th and the last day of the month
ending on December 31, 2008. The gross semi-monthly payment
will be Nine Thousand Nine Hundred Thirty Three Six Dollars and
Thirty Three Cents ($9,933.33). During the Leave Period, Employee
shall owe Horace Mann the same duty
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of loyalty owed to Horace Mann by an employee of
Horace Mann, and Employee shall not engage in any competing
business or other activities which are detrimental to the interests
or welfare of Horace Mann. Provided, however, Employee may, with
the advance written approval of the Senior Vice President,
Corporate Services of Horace Mann, consult, become employed by, or
act as an independent contractor for business entities whose
interests do not directly conflict with those of Horace Mann. Such
approval shall not be unreasonably denied.
2. Separation Payment . In
further consideration for Employee’s agreements contained
herein, Horace Mann will pay a Separation Payment to Employee of a
gross amount of Sixty Five Thousand Dollars and no Cents ($65,000).
This Separation Payment will be made on or about the eight day
after the Revocation Period referred to in Paragraph 10.
3. Final Wages and Benefits .
In addition to the payments provided in Paragraphs 1 and 2 above,
and in compliance with Section 409A of the Internal Revenue
Code, as amended from time to time, Employee will receive payment
for whatever other non-severance benefits to which Employee is
entitled by virtue of Employee’s service with the Company up
to and including the Separation Date pursuant to the terms of the
Horace Mann benefit plans, the Horace Mann Annual Incentive Plan
(for the 2008 performance period, if any amount is payable in
March, 2009) and the Horace Mann Long Term Incentive Plan (for the
2007-2008 performance period if any amount is payable in March,
2009). Except as specifically provided in this Agreement, Employee
understands that Employee does not qualify for, and is not entitled
to payments under the Horace Mann Service Corporation Severance Pay
Plan or to any other payment, benefits, or other consideration from
Horace Mann, Employee acknowledges that Employee shall
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not accrue any further benefits under any Horace
Mann benefit plan or programs after the Separation Date.
4. Termination of Change in
Control Agreement In consideration for the payments and
benefits provided herein, as of the Effective Date of this
Agreement defined in Paragraph 10 below, Employee hereby agrees to
the termination of the Change in Control Agreement entered into by
and between Employee and Horace Mann Educators Corporation dated
March 8, 2005 and that there are no obligations to make any
payments thereunder.
5. Waiver and Release . In
consideration for the payments and benefits to be provided to
Employee provided in Paragraphs 1 and 2 above, Employee, on behalf
of Employee and Employee’s heirs, executors, administrators
and assigns, hereby waives, releases and forever discharges Horace
Mann and its current and past parent, subsidiaries, divisions and
affiliates, its, and their joint ventures and its and their
respective directors, officers, associates, employees,
shareholders, partners, attorneys and agents, and each of its and
their respective predecessors, successors and assigns (hereinafter
collectively referred to as “Releasees”), from any and
all known or unknown causes of action, or liabilities of any kind
which have been, or could be asserted, against the Releasees up to
and including the date the Employee executes this Agreement,
including but not limited to:
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a.
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causes of action or liabilities
arising under Title VII of the Civil Rights Act (“Title
VII”), the Age Discrimination in Employment Act (the
“ADEA”), the Employee Retirement Income Security Act
(“ERISA”), the Worker Adjustment and Retraining
Notification Act (“WARN”), the American with
Disabilities Act (“ADA”), the Family and Medical
Leave
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