TRANSITION AND RETIREMENT AGREEMENT AND RELEASE
This TRANSITION AND RETIREMENT AGREEMENT AND RELEASE (the “Agreement”) is made by and between Flexsteel Industries, Inc. (the “Company”) and Jerald K. Dittmer (referred to herein as “Employee”) (Employee and the Company, collectively, the “Parties”).
Employee agrees that the pro rata vesting set forth in Section 3 is in addition to any other vesting the employee is otherwise entitled to under the applicable equity plans. Employee understands that Employee will receive the Retirement Benefits described in this Section 3 only if Employee satisfies all of Employee’s obligations under this Agreement and the Release Addendum, timely signs this Agreement and the Release Addendum, and does not rescind this Agreement or Release Addendum. Employee understands that if Employee does rescind this Agreement or the Release Addendum as set forth herein, Employee will not receive such benefits.
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Employee understands and agrees that this Agreement is a full, final, and complete settlement and release of the Parties Released by Employee of any and all of Employee’s claims, whether known or unknown, including, but not limited to, any claims or rights Employee may have under the Employment Retirement Income Security Act, 29 U.S.C. § 1001, et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq., the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 626 et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., the Equal Pay Act, 29 U.S.C. § 206 et seq., the National Labor Relations Act, 29 U.S.C. § 1501 et seq., any Iowa employment law (including but not limited to the Iowa Civil Rights Act of 1965, Iowa Code § 216.1, et seq., and Iowa Wage Payment Collection Act, Iowa Code § 91A.1, et seq., any Texas employment or other law (including but not limited to the Texas Labor Code Chapter 21 (employment discrimination) and the Texas Workers Compensation Act, Tex. Labor Code Chapter 451), and any other foreign, federal, states’, or local governments’ laws, regulations, or Employee orders governing or relating to employment. Employee further understands and agrees that Employee is releasing any claims Employee may have, whether known or unknown, for payment or grant of compensation, benefits, stock, membership units, equity, securities or options of any kind, fraud or misrepresentation, promissory estoppel, wrongful or constructive discharge, defamation, invasion of privacy, breach of any legal duty (including any fiduciary duty), breach of covenant of good faith and fair dealing, reprisal or retaliation, breach of contract, unjust enrichment, negligence, negligent hiring, supervision and retention, intentional or negligent infliction of emotional distress, and any other claims arising under any law. Employee further agrees that if any claim that Employee releases in this Agreement is prosecuted in Employee’s name before any court or administrative agency, Employee will waive any benefits Employee might otherwise obtain through such prosecution and will not take any award of money, compensation, or any other damages or award from such suit.
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(i) “Competitive Person or Entity” means any person or entity that: (a) competes with the Company, or plans to Compete with the Company, in a Restricted Territory; or (b) markets or manufactures, or plans to market or manufacture, products or services in or for a Restricted Territory that are similar to or interchangeable with the products or services marketed or manufactured by the Company during Employee’s last two (2) years of employment with the Company; and
(ii) “Restricted Territory” includes any portion, area, or region located in Canada, Mexico, or the United States of America.
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The parties have signed this Retirement Agreement and Release on the dates set forth next to their respective signatures.
Date: 4/25/2024 /s/ Jerald K. Dittmer
Jerald K. Dittmer
Date: 4/25/2024 Flexsteel Industries, Inc.
/s/ Thomas M. Levine
By Thomas M. Levine
Its Chair, Board of Directors
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EXHIBIT A
Release Addendum
(To Be Signed No Sooner than and Within Three Days after the Retirement Date)
I, Jerald K. Dittmer (“I,” “Me,” “My,” “Myself”), and Flexsteel Industries, Inc. (the “the Company”) hereby enter into the following Release Addendum (the “Release Addendum” or “Addendum”):
I understand and agree that this Release Addendum is a full, final, and complete settlement and release of the Released Parties of all of my claims, whether known or unknown, including but not limited to any claims or rights I may have under the Employment Retirement Income Security Act, 29 U.S.C. § 1001 et seq., the Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq., the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 626 et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Equal Pay Act, 29 U.S.C. § 206 et seq., the National Labor Relations Act, 29 U.S.C. § 1501 et seq., any Iowa employment law (including but not limited to the Iowa Civil Rights Act of 1965, Iowa Code § 216.1, et seq., and Iowa Wage Payment Collection Act,
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Iowa Code § 91A.1, et seq., any Texas employment or other law (including but not limited to the Texas Labor Code Chapter 21 (employment discrimination) and the Texas Workers Compensation Act, Tex. Labor Code Chapter 451), and any other foreign, federal, states’, or local governments’ laws, regulations, or executive orders governing or relating to employment. I further understand and agree that I am releasing any claims I may have, whether known or unknown, for payment of compensation, benefits, stock, or stock options of any kind, fraud or misrepresentation, promissory estoppel, wrongful or constructive discharge, defamation, invasion of privacy, breach of covenant of good faith and fair dealing, reprisal or retaliation, breach of contract, unjust enrichment, negligence, negligent hiring, supervision and retention, intentional or negligent infliction of emotional distress, and any other claims arising under any law. I further agree that, while nothing in this Release Addendum precludes the filing of a charge or my cooperation with any governmental agency, I hereby waive any recovery of any damages or other relief resulting from any such action. I further agree that if any claim I release in this Release Addendum is pursued in my name before any court or administrative agency, I will and do hereby waive any benefits I would otherwise obtain through such proceeding and will not take any award of money or other damages from such a proceeding.
I understand that this Release Addendum does not however, release any claims which arise after I sign this Release Addendum, or which arise from acts occurring after I sign this Release Addendum.
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I have signed this Release Addendum on this ___ day of _______________, 2025.
Jerald K. Dittmer
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