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BRIGGS & STRATTON CORPORATION
Form 10-Q for Quarterly Period Ended April 2, 1995
Exhibit No. 10.9
RELEASE AND SETTLEMENT AGREEMENT
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RELEASE AND SETTLEMENT AGREEMENT
This Release and Settlement Agreement ("Agreement"), dated as of
February 27, 1995 (the "Effective Date"), is made between Briggs & Stratton
Corporation ("Briggs"), a Wisconsin corporation, with offices at 12301 West
Wirth Street, Wauwatosa, Wisconsin 53222, and Mr. Harold M. Stratton, II ("the
"Executive").
WHEREAS, pursuant to the terms of the Contribution Agreement, Plan and
Agreement of Reorganization and Distribution, dated as of February 27, 1995,
and the Schedules, Exhibits and Annexes thereto ("Contribution Documents"), the
Executive will terminate his services with Briggs;
WHEREAS, the Executive and Briggs are parties to an Employment
Agreement, dated April 1, 1989 as renewed and amended from time to time, and a
Change in Control Employment Agreement, dated March 8, 1990 as renewed and
amended from time to time;
WHEREAS, the Executive is a participant in Briggs' Stock Incentive
Plan, Briggs' Economic Value Added Incentive Compensation Plan, and Briggs'
Officer Survivor Annuity Benefit Plan;
WHEREAS, as of the Effective Date, the Executive will be an officer
and participant in various STRATTEC SECURITY CORPORATION ("STRATTEC") benefits
plans.
WHEREAS, the Executive and Briggs desire to terminate the Executive's
rights under the benefit plans and agreements described above and agree upon
the responsibility of such payments and benefits;
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NOW, THEREFORE, in consideration of the agreements and covenants
contained herein, the Executive and Briggs hereby agree as follows:
1-4 Covenants By the Parties.
1. The Executive's Employment Agreement, dated April 1, 1989 (and
as renewed and amended from time to time), and Change in
Control Employment Agreement, dated March 8, 1990 (and as
renewed and amended from time to time), will terminate as of
the Effective Date. Except as specifically provided elsewhere
in the Contribution Documents, no further payments or other
form of remuneration under the Employment Agreement and Change
in Control Employment Agreement are due after the Effective
Date.
2. All of the Executive's rights in Briggs' Officer Survivor
Annuity Benefit Plan, as may have been amended from time to
time, will terminate as of the Effective Date. Except as
specifically provided elsewhere in the Contribution Documents,
no further payments or other form of remuneration under the
Officer Survivor Annuity Benefit Plan are due after the
Effective Date.
3. Prior to the Effective Date, the Executive previously
exercised 6,000 options exercisable in January, 1995. Briggs
agrees to accelerate the Executive's exercise date for (i) 600
options (granted on February 19, 1991) from January 1, 1996 to
January 18, 1995; (ii) 3,400 options
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(granted February 19, 1991) from January 1, 1996 to the Effective
Date; and (iii) 12,000 options (granted May 18, 1992) from January 1,
1996 and 1997 to the Effective Date. The Executive exercised the 600
options described in 3.(i) above on or before the Effective Date. The
Executive agrees to exercise the 15,400 options (subject to any
adjustment as a result of the spin-off of STRATTEC) described in
3.(ii) and (iii) above and Briggs agrees to cash out the options
(hereafter "Proceeds") in accordance with the procedures and terms of
the Briggs' Stock Incentive Plan during the April 1995 Window Period
(as defined in the Briggs Stock Incentive Plan). If the April 1995
Window Period is unavailable, Briggs and the Executive agree to select
the next Window Period or another mutually agreed upon date. By May
31, 1995, Executive will receive the Proceeds less any amount required
by law to be withheld for income or employment taxes. The Executive
agrees that all other Briggs options held by the Executive will expire
as of the Effective Date and that the Executive's participation in
Briggs' Stock Incentive Plan will terminate as of the Effective Date.
Except as specifically provided elsewhere in the Contribution
Documents, no further payments or other form of remuneration under the
Briggs Stock Incentive Plan are due after the Effective Date.
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4. By August 15, 1995 and pursuant to the terms of Briggs'
Economic Value Added Incentive Compensation Plan ("EVA Plan"),
the Executive will receive $55,817, less any amount required
by law to be withheld for income or employment taxes, in
complete payment of the Bank Balance under the EVA Plan. The
Executive agrees that the Executive's participation in Briggs'
EVA Plan will terminate as of the Effective Date and that,
except as specifically provided elsewhere in the Contribution
Documents, (including, but not limited to, any payments the
Executive will receive pursuant to the Employee Benefits and
Compensation Agreement, dated February 27, 1995) no further
form of remuneration or payments are due.
5. Release.
The Executive, for himself, his heirs, personal
representatives and assigns does hereby remise, release and
discharge Briggs, its subsidiaries, affiliates, its officers,
directors, employee and its agents, attorneys, heirs,
successors ("Released Parties") of and from any and all manner
of action or actions, cause or cause of action, suits, debts,
covenants, contracts, agreements, judgements, executions,
claims (including, but not limited to, contribution),
liabilities, obligations and demands whatsoever in law or
equity, whether known or unknown, anticipated or
unanticipated, matured or
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unmatured, liquidated or unliquidated, fixed or contingent,
which the Executive now has or may have against the Released
Parties, for or by reason of any transaction, matter cause or
thing whatsoever whether based on tort, contract, or
otherwise, expressed or implied, or any federal, state or
local law, statute, or regulation concerning the benefit plans
or agreements described above in this Agreement; provided,
however, that this Agreement shall not release the Released
Parties from the covenants or obligation set forth in this
Agreement.
6. Entire Agreement.
This Agreement constitutes the entire agreement among the
parties with respect to the subject matter described herein
and there are no understandings or agreements relating to this
Agreement that are not fully expressed in this Agreement.
7. Waivers and Amendments.
This Agreement may be amended, superseded, canceled, renewed,
or modified, and the terms hereof may be waived only by a
written instrument signed by the parties or, in the case of a
waiver, by the party waiving compliance. No delay on the part
of any party in exercising any right, power, or privilege
hereunder shall operate as a waiver thereof.
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8. Binding Effect.
This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and permitted
assigns and legal representatives.
9. Counterparts.
This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts
shall together constitute one and the same agreement.
10. Headings.
The headings in this Agreement are for reference only, and
shall not affect the interpretation of this Agreement.
11. Governing Law.
This Agreement and the transactions contemplated hereby shall
be construed in accordance with and governed by the internal
laws of the State of Wisconsin.
12. Reformation and Severability.
If any provision of this Agreement shall be held to be
invalid, unenforceable or illegal in any jurisdiction under
any circumstances for any reason, (i) such provision shall be
reformed to the minimum extent necessary to cause such
provision to be valid, enforceable and legal and preserve the
original intent of the parties, or (ii) if such provision
cannot be so reformed, such provision shall be severed from
this
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Agreement. Such holding shall not affect or impair the
validity, enforceability or legality of such provision in any
other jurisdiction or under any other circumstances. Neither
such holding nor such reformation or severance shall affect or
impair the legality, validity or enforceability of any other
provisions of this Agreement to the extent that such other
provision is not itself actually in conflict with any
applicable law.
IN WITNESS HEREOF, the parties hereto have caused this
Agreement to be executed the day and year first above written.
Harold M. Stratton
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Harold M. Stratton, II Briggs & Stratton Corporation
John S. Shiely
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John S. Shiely
President and Chief Operating
Officer
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