November 16, 1998
John A. Cosentino, Jr.
72 East Weatogue Street
Simsbury, CT 06070
RE: AGREEMENT AND GENERAL RELEASE
Dear John:
The Stanley Works and its subsidiaries and their respective employees,
officers, directors and agents (collectively, "Stanley"), and you, agree that:
1. Your last day of employment with Stanley was October 14, 1998 ("last
day worked"). The period from September 17, 1998, through October 14, 1998 was
considered a period of paid vacation to cover all unused vacation owed to you
for 1998.
2. Stanley agrees to pay and/or provide you with the following,
provided Stanley receives the letters from you in the form attached hereto as
Exhibits A and B.
a. Stanley will pay you the monthly amount of Twenty-Six
Thousand, Two Hundred Dollars ($26,200), less lawful deductions, from October
15, 1998, through July 14, 1999, and the monthly amount of Twenty-Five Thousand
Dollars ($25,000), less lawful deductions, from July 15,1999 through January 14,
2000, on the regular payday applicable to the payroll beginning in October,
1998, and ending in January, 2000. These payments, plus the vacation paid to you
from September 17, 1998 to October 14, 1998, will total $410,800, less all
lawful deductions, and include all entitlements you may have under any Stanley
policy, including those covering vacation and or severance pay.
b. You remained a participant in the pension and 401(k) plans
in which you are currently participating through your last day worked.
c. You will continue to receive your current level of life and
accidental death and dismemberment insurance through the end of the month in
which the payments outlined in section 2(a) are made, provided you continue to
make the required contributions.
d. You will continue to receive medical and dental coverage
through the end of the month in which the payments outlined in section 2(a) are
made, provided you continue to make the required contributions. You will then
have the same COBRA rights commonly provided terminating employees
e. Your short term and long term disability coverage ceased on
your last day worked.
f. You will remain a participant in the Executive Council Life
Insurance Plan through the last day of the current plan year, and will then have
the same rights under the Plan commonly provided terminating employees
g. You remained a participant in the Management Incentive
Compensation Plan ("MICP") through your last day worked. You will receive a
payment of One Hundred Fifty Thousand dollars ($150,000.00) under the 1998 MICP,
payable in February, 1999.
h. You remained a participant in the Executive Financial
Planning Program through your last day worked.
i. You remained a participant in the Stock Option Plan ("SOP")
through your last day worked. The original SOP document, which included as part
thereof, your September 22, 1997, offer letter, has the effect of allowing you
to take until October 14, 1999, to exercise your NQSO shares granted in 1997,
under the terms of the Plan.
j. You remained a participant in the Stanley Employee Stock
Purchase Plan through your last day worked. You may continue to sell any stock
in your employee account through the Plan's transfer agent, even after your last
day worked.
k. Your car allowance payments stopped effective your last day
worked.
l. You remained a participant in the Long Term Performance
Award Plan ("LTPAP") through your last day worked. Under the terms of the LTSAP,
you are not eligible for any payments that may become due under such Plan.
m. Stanley will not contest your receipt of unemployment
compensation benefits.
3. You understand and agree that you would not receive all of the money
and benefits specified in sections 2(a) through (m), excluding section 2(g),
above except for your execution of this Agreement and your fulfillment of the
promises contained herein.
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4. You understand that you may revoke this Agreement for a period of
seven business days following the day you execute it and that this Agreement
will not become effective or enforceable until such revocation period has
expired. Any revocation within this period must be submitted, in writing, to the
Corporate Director, Employee Relations, The Stanley Works, 76 Batterson Park
Road, Farmington, CT 06032, and state, "I hereby revoke my acceptance of our
Agreement." Such revocation must be personally delivered, or mailed by certified
mail, within seven business days of execution of this Agreement to the Corporate
Director, Employee Relations.
5. Except with respect to a claim for any compensation or benefits
under the plans and programs in which you participate by virtue of your
employment, you hereby release and discharge Stanley of and from any and all
debts, obligations, claims, demands, judgments or causes of action of any kind
whatsoever, known or unknown, in tort, contract, by statute or on any other
basis, for equitable relief, compensatory, punitive or other damages, expenses
(including attorneys' fees), reimbursements of costs of any kind, including but
not limited to, any and all claims, demands, rights and/or causes of action,
including those which might arise out of allegations relating to a claimed
breach of an alleged oral or written employment contract, or relating to
purported employment discrimination or civil rights violations, such as, but not
limited to, those arising under Title VII of the Civil Rights Act of 1964 (42
U.S.C. ss.ss.2000e et seq.), the Civil Rights Acts of 1866 and 1871 (42 U.S.C.
ss.ss.1981 and 1983), Executive Order 11246, as amended, the Age Discrimination
in Employment Act (29 U.S.C. ss.621 et seq.), the Employee Retirement Income
Security Act of 1974, the Equal Pay Act of 1963 (29 U.S.C. ss.206(d)(1)), the
Civil Rights Act of 1991, the Americans with Disabilities Act, all statutory
provisions of the Connecticut General Statutes over which the Connecticut
Commission on Human Rights and Opportunities is authorized to exercise
jurisdiction, or any other applicable federal, state, or local employment
discrimination statute or ordinance, which you, your executors, administrators,
successors, and assigns might have or assert against Stanley (a) by reason of
any event which occurred on or before the time of execution of this Agreement,
in connection your employment by Stanley, or the termination of such employment,
and all circumstances related thereto, or (b) by reason of any matter, cause or
thing whatsoever which may have occurred prior to the time of execution of this
Agreement. Nothing in this Agreement prevents you from enforcing the terms and
conditions of this Agreement.
6. You waive your right to file any charge or complaint, except as such
waiver is prohibited by law, and agree that you will not accept any relief or
recovery from any charge or complaint against Stanley before any federal, state,
or local administrative agency. You further waive all rights to file any action
before any federal, state, or local court against Stanley. You confirm that no
charge, complaint, or action exists in any forum or form. Except as prohibited
by law, in the event that any such claim is filed, it shall be dismissed with
prejudice upon presentation hereof and you shall reimburse Stanley for the
costs, including attorney's fees, of defending any such action.
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7. You agree not only to release Stanley from any and all claims as
stated above which you could make on your own behalf, but also those which may
be made by any other person or organization on your behalf. You specifically
waive any right to become, and promise not to become, a member of any class in a
case in which a claim against Stanley is made involving any events up to and
including the date of this Agreement, except where such waiver is prohibited by
law. You further agree not to in any way voluntarily assist or cooperate with
any individual or entity in commencing or prosecuting any action or proceeding
against Stanley including, but not limited to, any charges, complaints, or
administrative agency claims, except as prohibited by law.
8. With respect to any secret or confidential information obtained by
you during your employment at Stanley, you will not disclose or use for any
purpose any such secret or confidential information. For purposes hereof, secret
or confidential information includes any process, technique, formula, recipe,
drawing, apparatus, method for or result of cost calculation, result of any
investigation or experiment made by or on behalf of Stanley, and any sales,
production or other competitive information, acquired by you during the course
of your employment by Stanley and all other information that Stanley itself does
not disclose to the public.
You further agree that any work, design, discovery, invention or
improvement conceived, made, developed or received by you during the period of
your employment with Stanley, which relates to the actual or anticipated (as of
the date hereof) business, operations or research of Stanley, including but not
limited to any process, art, machine, manufacture, materials or composition of
matter, which could be manufacturing or used by Stanley, whether patentable or
not, is the sole property of Stanley. The terms invention and improvement as
used herein, in addition to their customary meaning, shall mean creative
concepts and ideas relating to advertising, marketing, promotional and sales
activities.
You further state that you have assigned or hereby do assign to Stanley
or its designee all right, title and interest in any or to any idea, work,
design, discovery, invention or improvement made or created during your
employment at Stanley and to any application for letters patent or for trademark
registration made thereon, and to any common law or statutory copyright therein,
and that you will cooperate with Stanley in order to enable it to secure any
patent, trademark, copyright, or other property right therefor in the United
States or any foreign country, and any division, renewal, continuation or
continuation-in-part thereof, or for any reissue of any patent issued thereon.
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You also agree that Stanley has all rights to, possession of, and all
title in and to, all electronic files, papers, documents and drawings, including
copies thereof, which you may have originated or which came into your possession
during your employment with Stanley and which related to the business of
Stanley, regardless of whether such electronic files, papers, documents and
drawings are kept at your office, at your home or somewhere else, without
retaining any copies thereof, except for any personnel, benefit or compensation
information of a personal nature and any general business reference materials or
documents which do not contain any confidential or proprietary information.
8a. You agree not to work for -- or provide any consulting services to
- -- the following companies that compete with The Stanley Works until at least
January 14, 2000; Danaher, Snap-On, Black and Decker, Cooper Tool, Illinois Tool
Works, Porter Cable, SENCO.
8b. You also agree that you will not personally solicit or personally
and initially identify to any company or executive recruiting organization with
which you have a relationship, any employee of Stanley for any employment
opportunities through January 14, 2000. You may, however, at the request of any
Stanley employee provide employment references and or recommendations.
9. You agree that you will not make any statements that are intended to
have and actually do have a material unfavorable effect on Stanley or any of its
officers, directors, agents or employees.
10. You agree not to disclose any information regarding the substance
of this Agreement. Notwithstanding this agreement of non-disclosure, you may
disclose the substance of this Agreement to members of your immediate family and
to any attorney with whom you choose to consult concerning the execution of this
Agreement, and to any tax advisor, financial planning advisor or potential
employer to whom the facts of this Agreement may require disclosure; provided
that you agree that any such person to whom disclosure is made will not disclose
any information regarding such disclosure to any third party.
An initial violation of this section will subject you to liquidated
damages of $5,000. For any subsequent violation, you will be subject to damages
in an amount which Stanley actually proves.
11. All disputes and controversies of every kind and nature between the
parties to this Agreement arising out of or in connection with this Agreement as
to the existence, construction, validity, interpretation or meaning,
performance, non-performance, enforcement, operation, breach, continuance, or
termination of this Agreement shall be submitted to and determined by
arbitration pursuant to the procedure set forth in this Agreement.
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Either party may demand such arbitration by notice ("notice procedure":
if to Stanley, sent to the attention of the Corporate Director, Employee
Relations, by fax (860-409-1287) and confirmed by UPS overnight express or a
comparable service sent to Corporate Director, Employee Relations, 76 Batterson
Park Road, Farmington, CT 06032; and if to you, sent to you at your address set
forth at the beginning of this Agreement by UPS overnight express or a
comparable service) in writing sent within 90 days after the time the demanding
party becomes aware, or should have become aware, that a controversy exists.
Within 30 days after such demand has been sent, the demanding party will request
in writing (with a copy to the other party sent in accordance with the "notice
procedure") the Arbitration Committee of the American Arbitration Association to
name an arbitrator to hear the dispute in the New Britain, CT area.
An award rendered by the arbitrator appointed under this section 11
shall be final and binding on all parties to the proceeding, and judgment on
such award may be entered by either party in the highest court, state or
federal, having jurisdiction. Nothing contained in this Agreement shall be
deemed to give the arbitrator any authority, power, or right to alter, change,
amend, modify, add to, or subtract from any of the provisions of this Agreement.
The arbitration costs and expenses (including legal fees) of each party
will be borne by the losing party.
12. You will not apply in the future for any employment with Stanley.
13. This Agreement is made in the State of Connecticut and shall be
interpreted under the laws of such state. If any portion of this Agreement is
declared illegal or unenforceable and cannot be modified to be enforceable,
including the general release language, such portion shall immediately become
void, leaving the remainder of this Agreement in full force and effect. However,
if in any proceeding it is asserted by you or anyone else on your behalf and
with your approval that any portion of the general release language of
paragraphs 5, 6, or 7 is unenforceable and any portion of such language is, in
fact, ruled to be unenforceable in such proceeding for any reason, you will
return the consideration paid hereunder to Stanley.
14. You agree that neither this Agreement nor the furnishing of the
consideration for this Release will be deemed or construed at anytime for any
purpose as an admission by Stanley of any liability or unlawful conduct of any
kind.
15. This Agreement may not be modified, altered or changed except by
you and Stanley in a writing that specifically references this Agreement. This
Agreement sets forth the entire agreement between you and Stanley, and fully
supersedes any prior agreements or understandings between us.
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THE PARTIES HAVE READ AND FULLY CONSIDERED THIS AGREEMENT AND ARE
MUTUALLY DESIROUS OF ENTERING TO THIS AGREEMENT. THE TERMS OF THIS AGREEMENT ARE
THE PRODUCT OF MUTUAL NEGOTIATION AND COMPROMISE BETWEEN STANLEY AND YOU; YOU
UNDERSTAND THAT THIS AGREEMENT SETTLES, BARS, AND WAIVES ANY AND ALL CLAIMS THAT
YOU HAVE OR COULD POSSIBLY HAVE AGAINST STANLEY. YOU HAVE BEEN AFFORDED AT LEAST
21 DAYS TO CONSIDER THIS AGREEMENT AND HAVE BEEN ADVISED TO CONSULT WITH AN
ATTORNEY. HAVING SUBSEQUENTLY ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE
PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET
FORTH IN PARAGRAPHS 2(A) THROUGH 2(M) ABOVE, YOU FREELY AND KNOWINGLY, AND AFTER
DUE CONSIDERATION, ENTER INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND
RELEASE ALL CLAIMS YOU HAVE OR MIGHT HAVE AGAINST STANLEY.
You and Stanley now voluntarily and knowingly execute this Agreement.
/s/ John A. Cosentino
--------------------------
John A Cosentino
Signed and sworn before me this 20th day of January, 1999.
/s/ Daniela L. Galoforo
- --------------------------------------------------
(Notary Public/Commissioner of the Superior Court)
THE STANLEY WORKS:
By: /s/ Mark Mathieu
--------------------------
Mark Mathieu
Vice President, Human
Resources
Signed and sworn before me this 25th day of January, 1999.
/s/ Jennie C. Everson
-------------------------------------------------
(Notary Public/Commissioner of the Superior Court)
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EXHIBIT A
1/20/99
-------
Date
Mr. Mark Mathieu
Vice President, Human Resources
The Stanley Works
1000 Stanley Drive
New Britain, CT 06053
RE: Agreement
Dear Mark:
On 1/20/99 1999, I executed an Agreement and General Release (the
"Agreement") between The Stanley Works and me. Stanley advised me, in writing,
to consult with an attorney of my choosing prior to executing the Agreement.
More than 7 days have elapsed since I executed the Agreement. I have
never revoked my acceptance or execution of the Agreement and hereby reaffirm my
acceptance of the Agreement. Therefore, in accordance with the terms of the
Agreement, I hereby request payment of the benefits described in paragraphs 2(a)
through 2(m) of the Agreement.
Very truly yours,
/s/ John A. Cosentino
---------------------
John A. Cosentino
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EXHIBIT B
1/20/99
-------
Date
Mr. Mark Mathieu
Vice President, Human Resources
The Stanley Works
1000 Stanley Drive
New Britain, CT 06053
RE: Agreement
Dear Mark:
I hereby resign the office I hold with Stanley Chiro International,
Ltd., effective September 17, 1998.
Further, effective September 17, 1998, I resign all offices and
directorships that I hold with The Stanley Works, and any and all of its
subsidiaries and divisions.
Very truly yours,
/s/ John A. Cosentino
---------------------
John A. Cosentino
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