RELEASE AND WAIVER OF ALL
CLAIMS
THIS IS A RELEASE AND WAIVER OF
CLAIMS (hereinafter
referred to as “Release” or “Agreement”)
made this 3 rd day of April, 2007, by and between
Suburban Propane, L.P. (including its subsidiaries and affiliates,
and hereinafter referred to as “Company” or
“Suburban”) having a principal place of business at 240
Route 10 West, P.O. Box 206, Whippany, New Jersey 07981-0206
and Dennis W. Trautman residing at
4495 Spruce Ridge Drive, Manlius, New York 13104 (hereinafter
referred to as “Employee”).
IN CONSIDERATION
of the covenants undertaken and the
releases contained in this Release, the Employee and Suburban
agrees as follows:
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1.
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DEFINITIONS. As used in this Release, the following terms
shall have the following meanings:
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A.
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“Severance Period” shall mean the
twenty-four (24) month period commencing on the Employment
Termination Date (as defined below) and expiring on March 22,
2009.
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B.
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“Employment Termination Date” shall
mean March 23, 2007.
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C.
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“LP-Gas, Fuel Oil or HVAC Business”
shall mean any business engaged in the purchase, storage,
distribution, sale or rental of liquefied petroleum gas, fuel oil,
or related appliances and equipment; or engaged in the sale,
installation or service of heating, ventilation and air
conditioning appliances and equipment.
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D.
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“Change of Control,” with respect to
any payment to be made to Employee hereunder, shall have the
meaning ascribed to that term in the Suburban compensation or
benefit plan from which such payment is being made.
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2.
SUBURBAN
shall pay to the Employee severance
in the amount of Six Hundred Twenty Eight Thousand Eight Hundred
Seventy-Five and 00/100 Dollars ($628,875.00), subject to
adjustment as provided below, acknowledged by both parties to be
equivalent to twelve (12) months’ base salary plus the 2007
Suburban Annual Incentive Plan Award that, at the present time,
Employee could be expected to have earned under the Plan at the end
of the 2007 fiscal year had Employee remained employed by Suburban
on the payment date of that award as provided for in the Plan
(which, for these purposes, has been calculated at 110% of budgeted
EBITDA). The foregoing sum may be reduced by standard withholding
and authorized deductions. The foregoing amount shall be paid in
equal payments over a twenty-four (24) month period and in
accordance with prevailing payroll practices of Suburban. The
parties hereby agree that in the event that the actual final award
under the 2007 Suburban Annual Incentive Plan be determined (in or
around October 2007) for Plan participants using a level less than
the foregoing 110% of EBITDA, then the foregoing total severance
amount shall thereupon be decreased to reflect the amount of the
actual award under that Plan that Employee would have earned had he
still been employed by Suburban on the payment date of that award,
and the remaining installment severance payments due Employee under
this paragraph shall be reduced by such amount as is necessary so
that the total severance to be paid by Suburban hereunder during
the entire 24-month period equals that decreased total severance
amount. Suburban shall give Employee written notice of any
adjustment pursuant to the prior sentence. Employee’s
participation in Suburban’s 401(k) plan shall not continue
during the Severance Period. In further consideration of this
Release and Waiver of All Claims:
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A.
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Suburban will make a one time payment in the
amount equal to $38,250.00, less standard withholding and
authorized deductions, representing full and final payment of the
Employee’s account balance under the “Suburban Propane,
L.P. Long Term Incentive Program (As Adopted Effective October 1,
1997)”. Payment of that amount shall be made on or around
October 1, 2007. Should there be a Change of Control during the
6-month period after the Employment Termination Date, then and only
then Employee will be eligible to receive payments for the 2005,
2006 and 2007 Award Cycles under, and in accordance with the terms
and conditions of the Suburban Propane, L.P. Long Term Incentive
Program II (As Adopted Effective October 1, 2002).
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B.
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The Employee currently has in his possession a
company owned vehicle (a 2005 Ford Expedition) with a market value
of $18,900 (the “Vehicle”). The title to the Vehicle
and all related documents will be transferred to Employee as owner
approximately 15-days after the signing of this agreement. It will
be Employee’s responsibility to insure the Vehicle in the
State in which the vehicle will be registered The Employee will
receive a Form 1099 from the Company for tax purposes.
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C.
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Employee is eligible for Medical and Dental
Benefits under a COBRA arrangement. For an 18-month period
following the Employment Termination Date, the Company will pay the
premiums for continued eligibility for those plans at
Employee’s level of participation in such benefits as of the
Employment Termination Date. Should the Employee become covered
under another medical/dental plan during this 18-month
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3
period, he must immediately so
notify the Company, at which time the Company’s obligations
under this paragraph shall cease and be of no further force or
effect.
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D.
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Employee will receive, at the Company’s
cost, executive outplacement services. These services will be
arranged through a mutually agreeable provider. Employee will work
through the Company’s Vice-President of Human Resources no
later than 31-days after the signing of this Agreement for those
services. Cost is not to exceed $20,000.00.
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E.
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The current personal computer and related
hardware in the possession of the Employee will be transferred to
him with related documentation as owner.
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F.
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Should there be a Change of Control in the
6-month period following the Employment Termination Date, then and
only then will Employee be eligible to have any unvested restricted
units in his account vest and be delivered to Employee under, and
in accordance with the terms and conditions of, Suburban Propane
Partners, L.P. 2000 Restricted Unit Plan.
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G.
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In the event of a Change of Control or the
Employee becomes deceased within the Severance Period, any and all
remaining monies due to the Employee under this Agreement will be
paid to Employee or his estate in accordance with this Agreement
and the terms of the applicable Suburban compensation or benefit
plans.
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3.
IN
EXCHANGE for the
consideration set forth in Section 2 above, Employee agrees that
his acceptance and execution of this Agreement constitutes a full,
complete
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and knowing release and waiver of
any claims asserted or non-asserted that he now has or now may have
against Suburban arising out of his employment or termination of
employment up to and including the date of this Agreement,
including any claims Employee may have under state common law for
torts or contracts (including wrongful or constructive discharge,
breach of contract, emotional distress) or under federal, state or
local statute, regulation, rule, ordinance or order that covers or
relates to any aspect of employment or discrimination in employment
including, but not limited to the following:
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a.
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Title VII of the Civil Rights Act of 1964, as
amended;
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b.
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Civil Rights Act of 1991;
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c.
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Americans with Disabilities Act;
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d.
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Equal Pay Act of 1963;
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e.
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Family and Medical Leave Act of 1993;
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f.
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Age Discrimination in Employment Act;
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g.
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Older Worker’s Benefit Protection
Act;
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h.
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Worker Adjustment and Retraining Notification
Act;
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i.
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Employee Retirement Income Security Act of
1974;
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j.
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Occupational Safety and Health Act of
1970;
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k.
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Fair Labor Standards Act;
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l.
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Consumer Credit Protection Act, Title
III;
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m.
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New Jersey Law Against
Discrimination;
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n.
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New Jersey Conscientious Employee Protection
Act;
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