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Exhibit 10.14
SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement is dated as of this 3rd day of
February, 1998 and is between TransPro, Inc., (the "COMPANY") and John C.
Martin, III (the "EMPLOYEE").
WHEREAS, the EMPLOYEE has had an employment relationship with the
COMPANY; and
WHEREAS, disputes among the parties have arisen in connection with
EMPLOYEE's employment; and
WHEREAS, the parties desire to compromise and settle any and all
disputes which have arisen upon the terms hereinafter set forth.
NOW THEREFORE, in consideration of the mutual promises of the parties
and other valuable and sufficient consideration, and intending hereby to
compromise and settle any and all such disputes, the parties hereto agree as
follows:
1. EMPLOYEE's employment with the COMPANY will terminate as of November
6, 1998, and he will perform no services for the COMPANY thereafter.
2. (A) In settlement of any and all possible claims, which arise or
might arise pursuant to EMPLOYEE's employment with the COMPANY, the COMPANY will
pay EMPLOYEE as follows:
1. Six (6) months of severance pay at the rate of $14,500.00 per
month, paid bi-weekly, notwithstanding any other employment or
earnings. Following this initial six (6) month period of
severance, EMPLOYEE will be eligible to receive up to an
additional twelve (12) months of severance. Severance pay
received during this twelve (12) months will be reduced by any
salary received by the EMPLOYEE from another employer and any
consulting compensation received by the EMPLOYEE from a
prospective employer (other than consulting compensation
received by an independent consulting business conducted by
EMPLOYEE). Any salary or consulting compensation received by
the EMPLOYEE shall be reported by the EMPLOYEE to the COMPANY.
2. On or before February 15, 1999 EMPLOYEE will be paid his
accrued and earned but not used vacation.
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3. For purposes of the COMPANY's 401k savings plan and pension
plans EMPLOYEE will no longer be deemed to be an employee as
of November 6, 1998.
4. EMPLOYEE will receive all rights and benefits he has earned
and accrued under the TransPro, Inc. 401k Savings Plan and
pension plans.
5. The use of the automobile furnished to the EMPLOYEE by the
COMPANY shall continue until the earlier of (1) May 6, 1999,
or (2) the date the EMPLOYEE obtains employment with another
employer, and the EMPLOYEE agrees that he will not remove such
automobile to any state other than the state in which he was
last employed by the COMPANY or the State of New York, and
that upon any such removal the COMPANY shall be entitled to
immediate possession of such automobile and shall no longer
furnish the use of such automobile to the EMPLOYEE.
6. During the period in which the EMPLOYEE is receiving the
severance payments the COMPANY shall arrange to provide the
EMPLOYEE with life, disability, accident and group health
insurance benefits substantially similar to those which the
EMPLOYEE was receiving immediately prior to termination.
Benefits received by the EMPLOYEE pursuant to this paragraph
shall be reduced to the extent comparable benefits actually
are received by the EMPLOYEE from any other source during the
severance period, and any such benefits actually received by
the EMPLOYEE shall be reported to the COMPANY.
7. 10,855 replacement Allen Performance Restricted Shares will
vest and will be turned over to the EMPLOYEE without
restriction based upon the following formula: number of full
months worked between December 31, 1996 and November 6, 1998
(date of termination) divided by 60 times the original grant
of 29,603 shares. All other stock options and restricted stock
grants previously awarded to the EMPLOYEE shall be governed by
the terms and conditions of the TransPro, Inc. 1995 Stock
Option Plan and the terms and conditions of each Restricted
Stock Agreement and Non-Qualified Option granted to the
Employee.
(B) As consideration for the release of claims by EMPLOYEE in paragraph
6, hereof, the COMPANY will pay EMPLOYEE the following, which are over and above
what is otherwise required under the Employment Agreement between the EMPLOYEE
and the COMPANY:
1. The use of the automobile furnished to the EMPLOYEE by the
COMPANY shall continue an additional six (6) months until the
earlier of (1) November 1, 1999, or (2) the date the EMPLOYEE
obtains
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employment with another employer, and there shall be no
geographical restriction regarding the use of the automobile.
2. The COMPANY will provide twelve (12) months of Outplacement
assistance with a professional Outplacement Firm and the
COMPANY shall pay the fee for the Outplacement Firm's services
on behalf of the EMPLOYEE.
3. The COMPANY will pay EMPLOYEE 11/12ths of any annual incentive
compensation he would have earned under the TransPro Annual
Incentive Plan for 1998 performance as determined by the
Nominating & Compensation Committee of the Board of Directors
of TransPro, Inc. Payment for any award granted will be made
no later than April 30, 1999.
3. Except as described in paragraph 2 of this Settlement and Release
Agreement, EMPLOYEE expressly admits, acknowledges and agrees that no other
payments shall be made by the COMPANY to him and that he has no entitlement to,
or any right to make any claim for, any additional payments by the COMPANY of
any kind or nature or under any circumstances whatsoever.
4. EMPLOYEE acknowledges receiving this Settlement and Release
Agreement on February 2, 1999 and that he has twenty-one (21) days from that
date, i.e. February 22, 1999, to consider the terms of this Settlement and
Release Agreement.
5. This Settlement and Release Agreement is revocable by EMPLOYEE for
seven (7) days after it is signed by him. This Settlement and Release Agreement
shall not be effective or enforceable until the period for revocation has
expired.
6. As a material inducement to the COMPANY to enter into this
Settlement and Release Agreement, EMPLOYEE hereby releases, for himself and for
his heirs, executors, administrators, successors and assigns, the COMPANY and
its current and former parents, affiliates, subsidiaries, partners,
stockholders, and their current and former officers, directors, employees,
agents, representatives, successors and assigns, from any and all liabilities
whatsoever, including, but not limited to, any claim for any compensation or
benefits under the SEVERANCE AGREEMENT, those specifically arising directly or
indirectly out of his employment relationship with the COMPANY, and from any
rights, claims in law or equity for wrongful discharge, discriminatory treatment
under any local, state or federal law, regulation or order (including without
limitation the Age Discrimination in Employment Act of 1967 ("ADEA") the Civil
Rights Act of 1964, the Civil Rights Act of 1866, the Connecticut Fair
Employment Practices Act), the Employee Income Security Act of 1974, the
Americans With Disabilities Act of 1992) personal injury, contract, defamation,
mental anguish, injury to health and/or personal reputation and any other claim
arising out of his employment with the COMPANY or the termination of his
employment, or under any other facts or circumstances whatsoever. The release of
claims in this Settlement and Release Agreement shall extend to
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claims of any nature whatsoever, including claims that are known or unknown,
suspected or unsuspected. This release shall not effect any pension rights and
benefits EMPLOYEE has earned or accrued under the TransPro, Inc. 401k Savings
Plan, or any other obligation provided for in this Agreement.
7. EMPLOYEE agrees and covenants not to initiate a lawsuit or commence
any sort of action or proceedings against the COMPANY or its current and former
parents, affiliates, subsidiaries, partners, stockholders, or their current and
former officers, directors, employees, agents, representatives, successors and
assigns at any time in the future based on any right or claim that arose or
could have arisen on or before the effective date of this Settlement Agreement
and Release.
8. EMPLOYEE recognizes that during the course of, and for the purpose
of his employment, by the COMPANY he was informed of or helped originate
proprietary information, some of which was confidential; and that the COMPANY
considers at least the following types of information to be confidential and the
property of the COMPANY: proposed inventions, engineering designs, new product
plans and market studies, manufacturing know-how, prices and pricing strategies,
profit margins and financial performance reports and financial performance
targets, names and addresses of suppliers, customers and consultants, and
customer problems, preferences, needs and complaints. EMPLOYEE also recognizes
that there may be other types of confidential information, such as that which is
proprietary to others and provided to the COMPANY under a secrecy agreement. The
EMPLOYEE agrees to immediately return any such confidential information in his
possession to COMPANY; agrees to hold and protect in strict confidence and to
not use or disclose for any purpose to any person who is not then an employee of
the COMPANY, any of the COMPANY's confidential or proprietary information; and
further agrees not to cause or assist any other person to use, publish or
disclose any of said information, except, however, such of the foregoing
information as shall have become generally available to the public without any
action, cause or fault of the EMPLOYEE's.
9. EMPLOYEE agrees that during the period in which severance payments
are being received EMPLOYEE will not: (a) offer, perform, or attempt to perform
services for any other person, firm or corporation if any of those services
would use or disclose or cause disclosure of any of the confidential or
proprietary information described in paragraph 8 above, and thereby would assist
or benefit competition against any line of the COMPANY's business; (b) cause,
assist or encourage any solicitation of a customer of the COMPANY for a sale in
competition with the COMPANY, and (c) cause, assist or encourage any recruitment
of any employee of the COMPANY to become employed with another, and (d) directly
or indirectly, whether as principal, agent, stockholder, employee, consultant or
in any other capacity, engage in or offer, perform or attempt to perform any
services or have a financial interest in any firm, corporation, or enterprise
which is in competition with any business conducted by the COMPANY or any of its
subsidiaries, or to take any other action not consistent with the good faith of
this Settlement and Release Agreement. In the event that during the severance,
EMPLOYEE engages in any of the conduct proscribed by this paragraph, EMPLOYEE's
severance payments will cease, and Employer will take such legal action as
authorized by law or equity
10. This Settlement and Release Agreement shall be governed by and
construed under the laws of the State of Connecticut.
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11. The provisions of this Settlement and Release Agreement are
severable, and if any part of it is found to be unenforceable, the other
paragraphs shall remain fully valid and enforceable, This Settlement and Release
Agreement shall survive the termination of any arrangements contained herein.
12. EMPLOYEE acknowledges that he is entering into this Settlement and
Release Agreement knowingly and voluntarily, that he fully understands all of
its provisions, and that he has been advised of his right to consult with an
attorney prior to signing this Settlement and Release Agreement. This Settlement
and Release Agreement constitutes the entire understanding of the parties, and
cannot be modified except by a writing signed by both parties.
13. The COMPANY and the EMPLOYEE agrees that, except as permitted by
Paragraph 12, or except as permitted or required by applicable Federal, State,
or Local law, the COMPANY and the EMPLOYEE will maintain the confidentiality of
this Settlement and Release Agreement and make no voluntary statement or take
any other action that might reasonably be expected to result in disclosure of,
or any publicity concerning, the terms hereof or the consideration paid to him
by the COMPANY, except EMPLOYEE may disclose the terms of this Agreement to his
spouse, personal attorney and/or accountant for legal and tax purposes.
14. The COMPANY, when asked for a reference concerning the reasons for
the EMPLOYEE's separation from the COMPANY, will advise prospective employers
that EMPLOYEE voluntarily resigned his employment with appropriate notice on
November 6, 1998. On the COMPANY's behalf, no person other than the President &
CEO and/or the Vice President of Human Resources shall respond to any reference
inquiry.
15. This Settlement and Release Agreement shall not in any way be
construed as an admission by the COMPANY that it has acted wrongfully with
respect to EMPLOYEE in connection with his employment with or termination of
employment from the COMPANY.
16. The COMPANY will provide EMPLOYEE by June 1, 1999 a calculation on
the benefit due EMPLOYEE at retirement under the TransPro, Inc. Retirement Plan
and the amount earned under the TransPro, Inc. Supplemental Non-Qualified
Pension Benefit, both of which shall be reasonably satisfactory to EMPLOYEE.
IN WITNESS WHEREOF, the undersigned have executed this Settlement and
Release Agreement as of the date first above written.
/s/ JOHN C. MARTIN, III February 3, 1999
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EMPLOYEE Date
By: /s/ JEFFREY L. JACKSON January 27, 1999
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Name Date
Vice President Human Resources
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