Exhibit 10.1
RETENTION AND CONSULTING AGREEMENT
This Retention and Consulting Agreement (this “Agreement”), effective as of April 8, 2024 (the “Effective Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”), and Ronald L.G. Tsoumas (“Executive”). The Company and Executive may be referred to individually as a “Party” or collectively as the “Parties.”
WHEREAS, Executive has expressed to the Company his intention to retire from his position as Chief Financial Officer &Vice President Corporate Finance (“CFO”) of the Company;
WHEREAS, in order to facilitate a smooth transition, Executive has agreed (i) to remain as CFO of the Company through Friday, July 12, 2024, and (ii) thereafter, to provide transition consulting services to the Company, in each case on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Company and Executive, intending to be legally bound, hereby incorporate the recitals above herein and agree as follows:
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[Signature Page Follows]
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[Signature Page to Retention and Consulting Agreement]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the Effective Date.
company: EXECUTIVE:
METHODE ELECTRONICS, INC. RONALD L.G. TSOUMAS
By: /s/ Bruce K. Crowther Signature: /s/ Ronald L.G. Tsoumas
Bruce K. Crowther
Chair, Compensation Committee
EXHIBIT A
RELEASE
In consideration of the promises of Methode Electronics, Inc. (the “Company”) in the Retention and Consulting Agreement (the “Transition Agreement”) between the Company and Ronald L.G. Tsoumas (“Executive”) effective as of [date], Executive hereby agrees as follows:
1. Executive’s employment with the Company terminated on [date] (the “Retirement Date”). This Release (“Release”) will not be effective if signed by Executive before the Retirement Date or more than 21 days following the later of the Retirement Date or the date Executive received a copy of this Release from the Company. Executive acknowledges that his agreement to this Release is a condition of his participating in the consulting arrangement set forth in the Transition Agreement and that he was not otherwise entitled to the consulting arrangement absent his agreement to this Release.
2. Executive acknowledges that he is not due any further payments from the Company except as expressly set forth in the Transition Agreement or the awards referenced in Exhibit B to the Transition Agreement.
3. Executive releases, forever discharges, and covenants not to sue the Company and its current or former parent companies, subsidiaries, affiliates, predecessors, and successors, and their respective current or former insurers, directors, officers, managers, members, employees, agents, and assigns (collectively, the “Releasees”), with respect to any and all claims, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, and demands whatsoever, including attorneys’ fees and court costs, in law or equity or before any federal, state or local administrative agency, whether known or unknown, suspected or unsuspected, which Executive has, had, or may have, based on any event occurring, or alleged to have occurred, to the date Executive executes this Agreement. This release includes, but is not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification (WARN) Act, the Employee Retirement Income Security Act, the Illinois Human Rights Act, the Illinois WARN Act, and any other federal, state or local statute, law, regulation, ordinance, or order, claims for retaliatory discharge, and claims arising under common law, contract, implied contract, public policy or tort. Executive expressly waives and relinquishes all rights and benefits provided to him by any statute or other law that prohibits release of unspecified claims and acknowledges that this Release is intended to include all claims Executive has or may have to the date Executive executes this Release, whether Executive is aware of them or not, and that all such claims are released by this Release. This Release does not prevent Executive from filing a charge, testifying, assisting, or cooperating with the EEOC, but Executive waives any right to any relief of any kind should the EEOC pursue any claim on Executive’s behalf. Notwithstanding the foregoing release of all claims, it is understood and agreed that the following claims or rights, if any, are not released: (a) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (b) claims for workers’ compensation benefits; (c) claims for continuing health insurance coverage under COBRA; (d) claims pertaining to vested compensation or benefits under any retirement plan governed by the Employee Retirement Income Security Act (ERISA); (e) claims for indemnity under the Company’s Certificate of Incorporation or under any applicable insurance policy or indemnification agreement; (f) Executive’s rights to payments under and in accordance with the terms of the Transition Agreement or the awards referenced in Exhibit B to the Transition Agreement; and (g) claims that cannot be waived as a matter of law.
4. Notwithstanding any other provision of this Release, Executive is not prohibited in any way from: (a) reporting possible violations of federal, state, or local law or regulations, including any
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possible securities law violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission (“SEC”), the U.S. Congress, or any agency Inspector General; (b) participating in any investigation or proceeding conducted by any federal, state, or local governmental agency or entity; (c) making any other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulations; (d) providing truthful testimony in response to a valid subpoena, court order, or regulatory request; (e) making truthful statements or disclosures regarding alleged unlawful employment practices; or (f) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the SEC and/or the Occupational Safety and Health Administration. Executive further acknowledges that he is not required to obtain any prior authorization of the Company or any other person to make any reports or disclosures described in the preceding sentence, and Executive is not required to notify the Company or any other person that such reports or disclosures have been made. Notwithstanding any other provision of this Release, nothing in this Release limits Executive’s right to receive an award for information provided to the SEC.
5. This Release will not take effect until eight days after Executive signs it. Executive may revoke this Release within seven days after signing it and render it null and void. If Executive wishes to revoke this Release, Executive must notify Andrea Barry, Chief Administrative Officer for Methode Electronics, Inc., or her successor, and the Company’s Corporate Secretary, in writing at 8750 West Bryn Mawr Ave., Suite 1000, Chicago, Illinois, 60631, of Executive’s intent to revoke within seven days after signing this Release.
6. Executive is advised to consult with an attorney before signing this Release.
7. If for any reason any portion of this Release shall be held invalid or unenforceable, this fact shall not affect the validity or enforceability of the remaining portions of this Release.
8. A Portable document file (pdf) or electronic (e.g., Docusign) signature, as well as the signature on an original copy of this Release, shall be acceptable as the original signature of Executive confirming his intent to abide by this Release.
9. Executive acknowledges that he has fully read this Release, understands its terms, has been advised to consult with an attorney prior to signing this Release, has been given 21 days to consider this Release and its ramifications, has been given seven days after signing to rescind this Release, and is entering into this Release knowingly and voluntarily. Executive further agrees that any modification of this Release, whether material or not, will not restart or change the original 21-day consideration period.
THIS DOCUMENT IS A RELEASE OF ALL CLAIMS - READ CAREFULLY BEFORE SIGNING
DATED: ___________ _______________________________
Ronald L.G. Tsoumas
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EXHIBIT B
EQUITY AND INCENTIVE BASED AWARDS
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