CONFIDENTIAL WAIVER AND RELEASE AGREEMENTWaiver Agreement |
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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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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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