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SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (the "Agreement") is entered into between Woodward, Inc. (the "Company") and Mark. D. Hartman ("Executive") (the Company and Executive will be collectively referred to hereinafter as the "Parties").
WHEREAS, Executive is presently employed by the Company;
WHEREAS, Executive will be separated from such employment, effective May 8, 2023 (the "Termination Date");
WHEREAS, Executive has previously entered into the Company's Amended and Restated Executive Severance and Change in Control Agreement (the "Executive Severance Agreement");
WHEREAS, Executive's separation of employment is deemed a Qualifying Termination, as such term is defined in the Executive Severance Agreement; and
WHEREAS, the Parties seek to fully and finally settle all existing claims, whether or not now known, arising out of Executive's employment and termination of employment on the terms set forth herein.
NOW THEREFORE, the Parties mutually understand and agree as follows:
Executive) (i) re-executing this Agreement on or after the Termination Date (but in no case more than 14 calendar days thereafter), (ii) not exercising his second revocation right during the Second
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Revocation Period (as defined in Article 13), and (iii) agreeing to the restrictive covenants described in Article 7 below, a lump sum amount equal to Eight Hundred Ninety-Two Thousand Five Hundred dollars ($892,500), representing the sum of the Executive's base salary and target annual incentive bonus for fiscal year 2023 (the "Severance Pay"), to be paid no later than ten (10) business days following the completion of the Second Revocation Period.
sum amount of Fifty Thousand dollars ($50,000.00), approximating the value of such coverage for a 12-month period (the "Healthcare Consideration").
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Jersey-would include, without limitation, the New Jersey Conscientious Executive Protection Act; and
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good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims;
Executive understands that Executive is releasing claims about which Executive may not know anything at the time Executive executes this Agreement. Executive acknowledges that it is Executive's intent to release such unknown claims, even though Executive recognizes that someday Executive might learn new facts relating to Executive's employment or learn that some or all of the facts Executive currently believes to be true are untrue, and even though Executive might then regret having signed this Agreement. Nevertheless, Executive acknowledges Executive's awareness of that risk and agrees that this Agreement shall remain effective in all respects in any such case. Executive expressly waives all rights Executive might have under any laws, including, without limitation, the laws set forth in Exhibit A to this Agreement, intended to protect Executive from waiving unknown claims.
("FLSA") and worker's compensation claims); (b) received any and all compensation (including overtime compensation), meal periods, and rest periods to which Executive may have been entitled, and Executive is not currently aware of any facts or circumstances constituting a violation by the Company and/or the Company Releasees of the FLSA or other applicable wage, hour, meal period, and/or rest period laws; and
(c) not suffered any work-related injury or illness within the twelve (12) months preceding Executive's execution of this Agreement, and Executive is not currently aware of any facts or circumstances that would give rise to a worker's compensation claim against the Company and/or the Company Releasees.
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accessible to any person, firm, corporation, association, or other entity, nor use in any manner, at any time or for any reason, any Protected Information, or cause any such information of the Company to enter the public domain, other than with the written consent of the Company or as may be required by law or legal process (after giving the Company notice and an opportunity to contest such requirement). For purposes of this Agreement, "Protected Information" means trade secrets,
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confidential and proprietary business information of the Company and its subsidiaries, and any other information of the Company and its subsidiaries, including, but not limited to, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, internal policies, and products and services which may be developed from time to time by the Company and its subsidiaries and their agents or employees, including Executive; provided, however, that information that is in the public domain (other than as a result of a breach by Executive of this Agreement), approved for release by the Company or law fully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information.
limited to, a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.
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(i) report violations of any law or regulation, (ii) provide truthful testimony or information pursuant to subpoena, court order, or similar legal process, (iii) provide truthful information to government or regulatory agencies, or (iv) otherwise engage in whistleblower activity protected by the Securities Exchange Act of 1934, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any rules or regulations issued thereunder, including, without limitation, Rule 21F-17.
(A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." Nothing in this Agreement, any other agreement executed by Executive, or any Company policy is intended to conflict with this statutory protection.
Woodward, Inc.
Attn: Paul Benson, Corporate Vice President, Human Resources 1081 Woodward Way, Fort Collins CO 80524
If Executive does not revoke acceptance within the First Revocation Period, this Agreement will become effective and irrevocable by Executive on the eighth day after Executive has executed it (the "Effective
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Date").
For the avoidance of doubt, if Executive elects not to execute this Agreement and return it to the Company by April 20, 2023 (the "Expiration Date"), the offer to enter into this Agreement will automatically expire after 11:59 pm MDT on the Expiration Date. If Executive or Executive's agent proposes new or different terms to the Company from those contained in this Agreement, such proposal will nullify the offer to pay the Severance Pay unless and until the Company renews its offer or makes a subsequent offer, in which case the terms of the renewed or subsequent offer (if any) will control. If Executive exercises his right of revocation during the First Revocation Period, the offer to enter into this Agreement will expire on the date of such revocation.
In the event Executive re-executes this Agreement in accordance with Section l(c), Executive shall have seven (7) days from the date that he re-executes the Agreement (the "Second Revocation Period") to revoke his re-execution of the Agreement by delivering written notice of such revocation within the Second Revocation Period to Paul Benson at the address reflected above. If Executive re-executes this Agreement within the required period and does not revoke his re-execution within the Second Revocation Period, the Severance Pay will become due and payable in accordance with Section l(c). If Executive (or, in the case the Executive becomes disabled or deceased, the authorized representative on behalf of the Executive) does not re-execute this Agreement, or if Executive revokes his re-execution within the Second Revocation Period, the Severance Pay will be forfeited by Executive, but the remainder of this Agreement shall remain in full force and effect.
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Mark D. Hartman DATE
Woodward, Inc.
BY:PaulBenson
ITS: Corporate Vice President, Human Resources DATE:
Exhibit A
As emphasized in the Agreement, Executive understands that Executive is releasing claims that Executive may not know about and that Executive expressly waives and relinquishes all rights and benefits which Executive may have under any state or federal statute or common law principle that would otherwise limit the effect of this release to claims known or suspected prior to the date Executive sign this Agreement, including, but not limited to, the effect of protections afforded by the following laws:
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Section 1542 of the Civil Code of the State of California states as follows:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party."
Section 28-1-1602 of the Montana Code Annotated states as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in the creditor's favor at the time of executing the release, which, if known by the creditor, must have materially affected the creditor's settlement with the debtor."
Section 9-13-02 of the North Dakota Century Code states as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in the creditor's favor at the time of executing the release, which if known by the creditor, must have materially affected the creditor's settlement with the debtor."
Section 20-7-11 of the South Dakota Codified Laws states as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his [or her) favor at the time of executing the release, which if known by him [or her] must have materially affected his [or her) settlement with the debtor."
Thus, notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, Section 28-1-1602 of the Montana Code Annotated, Section 9-13-02 of the North Dakota Century Code, and Section 20-7-11 of the South Dakota Codified Laws, and for the purpose of implementing a full and complete release and discharge of the Company and the Company Releasees, Executive expressly acknowledges that this release is intended to include in its effect, without limitation, all claims which Executive does not know or suspect to exist in Executive's favor at the time Executive executes this Agreement, and that this Agreement contemplates the extinguishment of any such claims.