EXHIBIT 10
SETTLEMENT AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT is entered into this 10th day
of February, 1995, by and between PPG Industries, Inc. ("PPG") and John J.
Horgan ("Horgan").
WHEREAS, PPG and Horgan have discussed the terms and conditions under which
Horgan's employment with PPG will be terminated;
AND WHEREAS, the parties wish to set forth their complete Agreement and Mutual
Release of Claims as such are related in any fashion to Horgan's employment
with and/or termination from PPG.
NOW, THEREFORE, the parties agree as follows:
1. Horgan shall continue to serve as Senior Vice President, Fiber Glass
from January through June, 1995.
2. Effective July 1, 1995, Horgan shall be reassigned to a senior
corporate position, and will remain in that position through December 31, 1995.
3. Horgan shall receive a base salary of $300,000 and a guaranteed bonus
of $200,000, for a total of $500,000 for 1995; provided, however, that PPG
shall have the right to terminate Horgan's employment at anytime for cause.
4. (a) Effective January 1, 1996, Horgan shall be placed on
administrative leave, and will remain on leave through January 31, 1998.
(b) Horgan shall receive an annual base pay of $300,000 during 1996,
$200,000 during 1997, and $10,000 for the month of January, 1998.
Such payments shall be made on a regular monthly payroll basis;
provided, however, that PPG shall have the right to terminate Horgan's
leave in the event Horgan obtains any type of employment, including
consulting, during the period of administrative leave which is adverse to
PPG. The parties agree that PPG shall have the right to determine
whether or not any employment activity of Horgan's is adverse; but such
determination shall be reasonable under the circumstances.
(c) During the period of administrative leave:
With the exception of PPG's Salary Continuance Plan, Long-Term
Disability Plan and Supplemental Long-Term Disability Plan, Horgan
shall be eligible to participate in PPG's Employee Benefit Plans, in
accordance with the provisions of such plans as they apply to active
salaried employees; and
Payments made in accordance with paragraphs 3 and 4(b) above shall be
deemed to include any payments which might be due under PPG's
Vacation Policy.
(d) In the event of Horgan's death prior to February 1, 1998:
Payments described in paragraphs 3 and 4(b) above shall cease with the
payment due for the month in which Horgan's death occurs and any
unpaid amounts shall be forfeited; and
Survivor benefits shall be payable in accordance with the provisions of
PPG's Employee Benefit Plans; provided, however, that in all cases, life
insurance benefits shall be determined by using a base salary of
$300,000. In addition, PPG shall guarantee that the amount of the
survivor annuity payable as the Active Employees' Pension Surviving
Spouse Benefit shall equal a minimum of $7,000/month. Such monthly
annuity may be commenced as early as February 1, 1998.
5. (a) Horgan shall retire effective February 1, 1998. PPG agrees to
provide a total pension benefit of $10,000/month, payable as a straight-life
annuity. Horgan shall have the opportunity to elect any of the Joint and
Survivor Options available under the PPG Industries, Inc. Retirement
Income Plan at any time, and from time to time, within the 90-day
period immediately preceding his benefit commencement date.
Examples of the effect of such elections are attached hereto.
(b) Horgan shall be eligible for retiree benefits in accordance with the
provisions of PPG's Employee Benefit Plans as such apply to retired
salaried employees.
6. In the event PPG terminates Horgan's employment for cause, as described
in paragraph 3, or in the event PPG terminates Horgan's administrative leave,
as described in paragraph 4(b), no further payments of any kind shall be due
under this contract and Horgan shall be entitled to benefits, if any, under
the Employee Benefit Plans sponsored by PPG solely in accordance with the
provisions of such plans.
7. Horgan agrees to abide by the provisions of the Employee Agreement
dated August 14, 1975, a copy of which is attached as Exhibit A, and which
forms a part of this Agreement, prohibiting him from divulging trade secrets
and other proprietary information to any third party whether or not an
employer. To the extent not covered in said Employee Agreement or in item 5
hereof, Horgan further agrees that, for a period of two years from the date
of this Agreement, Horgan will not: (a) disclose, reveal or otherwise share
with any competitor of PPG, any proprietary, technological, market, operating,
or financial strategy information which is unpublished; or (b) form any
business where such information would be used by him in any manner.
Notwithstanding (a) above, Horgan may, as necessary, comment generally
on successes achieved by the business unit under his direction, on
the basis described in Exhibit B.
8. Horgan agrees to waive any claim to employment beyond that described
herein with PPG or any of its subsidiaries and, further, agrees that as a
specific consideration hereof, he will not seek future employment with PPG
or any of its subsidiaries.
9. For and in consideration of the mutual terms expressed herein, PPG, for
itself, its affiliates, predecessors, successors, assigns, directors,
officers, shareholders, agents and/or employees, does hereby release,
relieve and forever discharge Horgan of and from any and all claims, demands,
actions, causes of action of whatever nature, kind or character, which it
may have by reason of or based upon Horgan's employment with PPG.
PPG does not release or waive rights or claims that may arise after the
date this Agreement is executed.
10. For and in consideration of the mutual terms expressed herein, Horgan,
for himself, his heirs, family, executors, administrators, representatives
or assigns, does hereby release, relieve and forever discharge PPG, its
employees, their heirs and estates, officers, directors, shareholders, agents,
affiliates, predecessors, successors and assigns from all claims and/or causes
of action, known or unknown, which Horgan may have or claim to have against
PPG arising from or during his employment with PPG or as a result of his
termination of employment, as contemplated herein; and Horgan agrees not to
assert any such claims or causes of action against PPG. This Release and
Waiver includes, but is not limited to, claims arising under federal, state or
local laws prohibiting employment discrimination (specifically included are
those claims under the Age Discrimination in Employment Act, as amended) or
claims growing out of any legal restrictions on PPG's right to terminate its
employees. Horgan does not release or waive rights or claims that may arise
after the date this Agreement is executed.
11. Horgan has carefully read and fully understands the provisions of this
Agreement, including the Release and Waiver of claims, and Horgan
acknowledges having at least twenty-one (21) days to consider this Agreement,
the release and waiver of rights, and to consult with an attorney prior to
executing this Agreement. Horgan acknowledges that his Agreement was
provided for his review on February 10, 1995.
The parties also understand that Horgan shall have seven (7) days following the
execution of this Agreement to revoke it. Accordingly, this Agreement shall
become effective on the eighth day following the date of execution. If Horgan
chooses to revoke this Agreement, he shall notify Russell L. Crane, Senior Vice
President, Human Resources and Administration, in writing of his revocation.
12. PPG and Horgan agree that they and their counsel shall maintain the
terms of this Agreement in complete confidentiality. To that end, Horgan shall
not discuss the financial terms of this Agreement with anyone other than
members of his immediate family and such professional advisors as he may from
time to time engage for the purpose of assisting him in making decisions
concerning career, taxes or legal matters. PPG may disclose the facts and
terms of this Agreement to its officers, directors, employees, agents,
attorneys and professional advisors as may be necessary for the conduct of its
business. PPG and Horgan agree to hold persons to whom the fact and terms of
this Agreement are disclosed to the same terms of confidentiality as apply to
PPG and Horgan.
13. This Agreement is made and entered into in the Commonwealth of
Pennsylvania and shall, in all respects, be interpreted, enforced and governed
under the laws of said Commonwealth.
14. Should any provision of this Agreement be declared or be determined by
any court of competent jurisdiction to be illegal or invalid, the validity of
the remaining parts, terms or provisions of it shall not be affected thereby
and said
illegal or invalid part, term or provision shall be deemed not to be a part of
this Agreement.
15. This Agreement sets forth the entire agreement between Horgan and PPG
and fully supersedes any and all prior agreements or understandings between
them pertaining to the subject matter hereof.
16. This Agreement may be modified or amended only by the written
agreement of Horgan and PPG.
READ THIS DOCUMENT CAREFULLY AS IT INCLUDES
A GENERAL RELEASE AND WAIVER OF KNOWN AND
UNKNOWN CLAIMS.
/s/ John J. Horgan /s/ Guy A. Zoghby
John J. Horgan Witness
February 15,1995
PPG Industries, Inc. ATTEST:
By: /s/ Robert D. Duncan /s/ Russell L. Crane
Robert D. Duncan Witness
February 10,1995
EXHIBIT A
EMPLOYEE'S AGREEMENT
In consideration of my employment and/or continued employment by PPG
INDUSTRIES, Inc. or its subsidiaries (hereinafter referred as "the Company"),
in a capacity in which I may receive or contribute to confidential information
concerning the technology and trade secrets on which the Company's business
depends, I acknowledge and agree that:
Any inventions, discoveries and suggestions that are related to the
business of the Company that are made or conceived by me, either solely or
jointly with others, while in the employ of the Company, whether during working
hours or not, shall be and remain the sole property of the Company, whether or
not patentable; and I will communicate promptly and do hereby assign to the
Company all such inventions, discoveries and improvements;
During and after the period of my employment I will execute all documents
and will assist the Company in every proper way, without compensation other
than my salary, but at the Company's expense, to obtain and enforce patents for
such inventions in any and in all countries;
I will not disclose to any person without the Company's written consent,
either during or subsequent to my employment, any of the Company's trade
secrets or other confidential information;
I will not improperly disclose to the Company, nor induce the Company to
use, any trade secrets or other confidential information belonging to others;
Upon cessation of my employment with the Company I will deliver to the
Company all records of any nature related to the company business including all
copies thereof; and
This agreement shall be binding upon my heirs, legal representatives and
assigns.
As a matter of records, I attach hereto a complete list of all unpatented
inventions which I have made or conceived prior to my employment and which I
desire to exclude from this agreement.
Signed as of August 15, 1975
/s/ John J. Horgan
(SIGNATURE)
John J. Horgan
(TYPE OR PRINT NAME)
Corporate Law Department - G.O.
(DIVISION AND LOCATION)
WITNESS:
/s/ Margaret A. Deringer
EXAMPLE OF STRAIGHT-LIFE ANNUITY VS VARIOUS JOINT & SURVIVOR OPTIONS
BENEFIT J&S RETIREE J&S JOINT ANNUITANT
OPTION AMOUNT FACTOR BENEFIT % BENEFIT
STRAIGHT-LIFE $10,000 N/A $10,000 0% -0-
25% J&S 10,000 .951 9,510 25% $2,377.50
50% J&S 10,000 .907 9,070 50% 4,535.00
75% J&S 10,000 .867 8,670 75% 6,502.50
100% J&S 10,000 .830 8,300 100% 8,300.00
Exhibit B
February 17, 1995
Mr. John J. Horgan
Senior Vice President, Fiber Glass
33 North
Dear John:
This will confirm our several discussions concerning your
freedom to describe the fiber glass business unit and its
achievements in resumes you may prepare and to persons with whom
you may need to discuss your PPG career and accomplishments. As
you know, generalized information specific to the fiber glass
business unit is provided to various analysts even though we
regard it as an integral part of the Glass segment. Attached are
examples of some of the data recently used. There will be no
problem with your using such data. In addition, use of
comparative data such as percent increase in earnings, percent
reduction in costs, and percent revenue growth are all acceptable
as is the rough size of the total business as a percent of
overall Glass Group. You may also describe the business within
the range of analysts' estimates but shall not affirm the details
in such estimates.
I believe these clarifications will meet your needs. If
not, it is always possible to review any data you wish to use in
advance of its publication.
Sincerely,
/s/ Guy A. Zoghby
Guy A. Zoghby
GAS:vlc
Attachments: Security Analysts Meeting, October 21, 1993
Security Analysts Meeting, July 24, 1994
Security Analysts Meeting, October 27, 1994