Exhibit 10.1
[HUTTIG BUILDING PRODUCTS LETTERHEAD]
Robert S. Evans
Chairman
Huttig Building Products, Inc.
555 Maryville University Dr.
St. Louis, Missouri 63141
Mr. Barry M. Kulpa
3 Glen Forest
St. Louis, MO 63124
March 5, 2003
Dear Mr. Kulpa:
This is to confirm your resignation effective immediately from
your employment with Huttig Building Products, Inc. (the "Company") as its
President and Chief Executive Officer and as a member of its Board of Directors,
and from all positions as an employee, officer and director of any direct or
indirect subsidiary of the Company. In accordance with our prior discussions,
you will be entitled to the following (subject to all applicable tax
withholdings):
(a) You have a negative balance in your cash subaccount under the
Company's EVA Incentive Compensation Plan, so you will be entitled to
no further cash payments under that Plan, but you shall be entitled to
retain any and all vested shares of Company Common Stock previously
issued to you under that Plan. Any shares of restricted stock that
were not vested immediately prior to your termination of employment,
whether awarded to you under the EVA Incentive Compensation Plan or
otherwise, as well as any stock options, shall expire and be forfeited
as of the date of this letter.
(b) You will be entitled to receive payment in full promptly
after the date of this letter of (i) any accrued but unpaid salary and
payment for any accrued vacation and (ii) reimbursement for any
previously unreimbursed Company-related business expenses (subject to
presentation of adequate supporting documentation therefor and
compliance with other Company policies regarding expense
reimbursement).
(c) During the period beginning on the date of this letter and
ending March 31, 2005 (the "Severance Period"), you will be entitled
to receive severance pay in the form of salary continuation, at a rate
equal to your current rate of base salary, payable in accordance with
the Company's regular payroll practices. In addition, you will be
entitled to continue to participate in the Company's health, life and
disability insurance plans, and the Company will pay the portion of
the plan costs that the Company would pay if you continued to be an
active employee, until the earliest of (i) the expiration of the
Severance Period or (ii) the date you commence other employment.
(d) All of your compensation and benefits, to the extent accrued
and vested through but not after the date of this letter, under the
Company's benefit plans and programs shall be paid to you in
accordance with the terms of such plans and programs. Without limiting
the generality of the foregoing, your vested stock options will expire
90 days after the salaries ends. Car is continued for the length of
salary.
In consideration for the payments and benefits that will be
provided to you under this Agreement, on behalf of yourself and your dependents,
heirs, administrators, representatives, trustees, beneficiaries, executors,
successors, assigns and any other person or entity, you hereby unconditionally
release and forever discharge the Company and its agents, officers, directors,
employees, parents, attorneys, subsidiaries, divisions, affiliates,
predecessors, successors and assigns, all their respective employee benefit
plans and their administrators, trustees and other fiduciaries (severally and
collectively called the "Released Parties") from
any and all manner of claims, demands, debts, rights, disputes, judgments,
agreements, losses, costs, damages and liabilities of any kind whatsoever, in
law or in equity, whether known or unknown, that you or any person or entity
acting for you now has or hereafter may have against any of the Released Parties
for any acts, circumstances, omissions, or events up to and including the date
hereof, it being your intention to effect a general release of all claims. This
general release includes, without in any way limiting the generality of the
foregoing, all claims or causes of action arising out of or relating to your
employment or termination of employment with the Company; and any claims arising
from any alleged violation by any of the Released Parties of any federal, state
or local statutes, ordinances, rules, Executive Orders or regulations,
including, but not limited to, any of the following, as amended: Title VII of
the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Americans with
Disabilities Act, the Employee Retirement Income Security Act of 1974, the Civil
Rights Act of 1991, and the Age Discrimination in Employment Act, and every
other source of legal rights and obligations which may be waived and/or
released; provided, however, that the foregoing release shall not adversely
affect your rights under this letter.
You acknowledge that you have been given no less than twenty-one
(21) days to consider this letter agreement before executing it. You further
acknowledge that you may revoke this Agreement for a period of seven (7) days
from the date you execute it (the "Revocation Period"), by notifying in writing,
Nick H. Varsam, Vice President - General Counsel, Huttig Building Products,
Inc., 555 Maryville University Drive, St. Louis, Missouri 63141. In the event
you revoke this agreement during the Revocation Period, this agreement shall be
null and void in its entirety and all of the Company's obligations hereunder
shall cease immediately.
Except as directed by the Board of Directors of the Company or as
may be required by law, you shall keep confidential and shall not divulge to any
other person or entity at any time any of the business secrets or other
confidential information regarding the Company and its affiliates, except to the
extent that such information has become public knowledge through no fault of
yours. Consistent with the Company's policy, you acknowledge that all papers,
books and records of every kind and description relating to the business and
affairs of the Company and its affiliates, whether or not prepared by you, other
than your personal notes, shall remain the sole and exclusive property of the
Company, and you shall return them to the Company promptly after the date of
this letter.
You agree that you will not make, publish or disseminate any
derogatory statements or comments, whether orally or in writing, about the
Company or its officers or directors, or take any action that a reasonable
person would expect, directly or indirectly, to impair the goodwill, business
reputation or good name of any of them. In addition, during the Severance
Period, you will, if requested by the Company from time to time, consult and
cooperate with the Company and its representatives and answer questions with
regard to the business, management and finances of the Company; provided, that
the Company shall take reasonable measures to ensure that such obligations do
not materially interfere with any employment opportunities or responsibilities
you may have during such Severance Period. Finally, you agree to cooperate with
the Company in any actual or threatened litigation or other proceedings
involving the Company or any of its affiliates. Such cooperation shall include,
but not be limited to, testifying on the Company's behalf at depositions, before
administrative or regulatory bodies or in court or arbitration or similar
proceedings.
This agreement shall be governed by the laws of the State of
Missouri, other than the conflict of laws provisions thereof.
This letter agreement constitutes the entire understanding of the
parties with respect to its subject matter, supersedes all prior agreements and
understandings with respect to such subject matter, and may be terminated or
amended only by a writing signed by all of the parties to this Agreement. The
Employment/Severance Agreement between you and the Company, dated as of October
18, 1999, is hereby terminated in its entirety as of the date of this letter.
HUTTIG BUILDING PRODUCTS, INC.,
By: /s/ Robert S. Evans
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Robert S. Evans
Chairman of the Board
Agreed to and accepted by:
/s/ Barry J. Kulpa
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Barry M. Kulpa