Exhibit 10.I
THE PROGRESSIVE CORPORATION EXECUTIVE SEPARATION
ALLOWANCE PLAN
SECTION 1 -- DEFINITIONS
1.1 "AFFILIATED COMPANY" - means any entity in which the Company owns, directly
or indirectly, more than fifty percent (50%) of the stock or assets.
1.2 "ANNUAL SALARY" - as to each Eligible Employee means his/her annualized
base salary or other base wages immediately prior to his/her Termination
Date (including any geographic differential). This term does not include
commissions, stock-related awards, incentive compensation, separate pay
adjustments or allowances or any other forms of remuneration.
1.3 "GROUP I EMPLOYEES" - are those Eligible Employees who are parties to
written employment agreements duly authorized and executed by and between
the Eligible Employee and Progressive the benefits to which are triggered
by a "Change of Control" as defined in those written agreements.
1.4 "GROUP II EMPLOYEES" - are those Eligible Employees who, immediately
preceding their Termination Date and for at least two years prior thereto,
had Gainsharing and Non-Qualified Stock Option ("NQSO") targets under the
then applicable Gainsharing Plan and Incentive Plan, respectively, of
greater than fifty percent (50%), exclusive of Group I Employees.
1.5 "GROUP III EMPLOYEES" - are those Eligible Employees who, immediately
preceding their Termination Date and for at least two years prior thereto,
had Gainsharing and NQSO targets under the then applicable Gainsharing and
Incentive Plan, respectively, of thirty-five percent (35%) and greater,
exclusive of Group I Employees and Group II Employees.
1.6 "COMPANY" - means The Progressive Corporation, an Ohio corporation, or its
successors.
1.7 "DISABILITY" - means the inability to perform work due to illness, injury
or pregnancy-related condition.
1.8 "ELIGIBLE EMPLOYEE" - means regular, non-temporary, non-union executive
employees of Progressive who qualify either as a Group I Employee, Group II
Employee or a Group Employee as defined hereunder.
1.9 "MISCONDUCT" - means an Eligible Employee's commission of a terminable
offense under Progressive's Code of Conduct, as reasonably determined in
good faith by the Company.
1.10 "PCIC" - means Progressive Casualty Insurance Company, an Ohio corporation,
or its successors.
1.11 "PLAN" - means The Progressive Corporation Executive Separation Allowance
Plan, as set forth herein and as the same may be amended from time to time.
1.12 "PROGRESSIVE" - includes the Company and any other entity which from time
to time is an Affiliated Company.
1.13 "REDUCTION IN FORCE" - means a reduction by Progressive in the number of
employees working in any of Progressive's operating divisions.
1.14 "REORGANIZATION" - means Progressive's elimination of one or more positions
or redefinition of the job duties of one or more positions.
1.15 "SEPARATION AGREEMENT AND GENERAL RELEASE" - means an agreement and release
substantially in the forms attached hereto as Exhibits A and B together
with such changes, additions and deletions as Progressive, in its sole
discretion, may specify.
1.16 "TERMINATION DATE" - means the effective date of any Eligible Employee's
termination of employment with Progressive.
SECTION 2 -- ENTITLEMENT TO SEPARATION ALLOWANCE
2.1 An Eligible Employee shall be entitled to receive a Separation Allowance
under this Plan if (a) Progressive terminates his/her employment for
reasons other than resignation (including retirement), job elimination,
death, Disability, unsatisfactory job performance or Misconduct; and (b)
the Eligible Employee signs a Separation Agreement and General Release and
delivers it to the Company within ninety (90) days after the Eligible
Employee's Termination Date. In no event shall any Eligible Employee be
entitled to receive a Separation Allowance if (x) his/her employment
terminates as a result of a resignation (including retirement), a Reduction
in Force or Reorganization, death, Disability, failure to meet job
performance standards, Misconduct or any reason other than as a result of
the circumstances described in (a) above, or (y) he/she fails to deliver a
signed Separation Agreement and General Release to the Company within the
time specified above.
SECTION 3 -- AMOUNT OF SEPARATION ALLOWANCE
3.1 The Separation Allowance payable to each Eligible Employee who is entitled
to such allowance under Section 2 above shall be in the amount as provided
below:
ELIGIBLE EMPLOYEE SEPARATION ALLOWANCE
----------------------------------------------------------
GROUP I EMPLOYEE One year Annual Salary plus
----------------
Gainsharing. The amount paid as
Gainsharing shall equal the
higher of a) the highest annual
Gainsharing paid to the Group I
Employee during the past three
years; or b) payment of the Group
I Employee's targeted Gainsharing
at a factor of 1.0 in the
calendar year of the Termination
Date.
GROUP II EMPLOYEE One-year Annual Salary
ELIGIBLE EMPLOYEE SEPARATION ALLOWANCE
----------------------------------------------------------
GROUP III EMPLOYEE The greater of a) six months of
------------------
the Group III Employee's Annual
Salary; or b) the amount that
would be payable to the Group III
Employee if the employee were
entitled to benefits under The
Progressive Corporation
Separation Allowance Plan (the
"SAP Plan"), provided that the
Separation Allowance paid
hereunder shall in no event
exceed the employee's Annual
Salary.
3.2 Each Separation Allowance shall be paid in a lump sum within thirty (30)
days following the later of (i) the Eligible Employee's Termination Date or
(ii) the expiration of the revocation period referred to in the Eligible
Employee's signed Separation Agreement and General Release. Alternatively,
Progressive, in its sole discretion, may elect to pay any Separation
Allowance in installments over any period not exceeding twenty-four (24)
months after the Eligible Employee's Termination Date.
3.3 Progressive shall withhold from each Separation Allowance all applicable
federal, state, and local taxes, Social Security taxes and other deductions
required by law, and any other amounts due Progressive for any reason.
3.4 Each Eligible Employee's Separation Allowance payable under this Plan shall
be reduced by the amount of any state-mandated Separation Allowance or
severance payments payable by Progressive to such Eligible Employee.
3.5 Notwithstanding anything herein to the contrary, no Separation Allowance
payments shall be made under this Plan to any Eligible Employee more than
twenty-four (24) months after his/her Termination Date.
SECTION 4 -- ADDITIONAL PAYMENTS AND BENEFITS
4.1 Progressive may elect to provide or pay to any Eligible Employee who is
entitled to a Separation Allowance under this Plan such additional payments
or benefits, if any, as Progressive, in its sole discretion, shall
determine, such as outplacement assistance benefits; reimbursements for the
cost of obtaining health, life, disability, employee assistance or other
welfare benefits; and other payments and benefits.
SECTION 5 -- PROGRESSIVE DISCRETION
5.1 Notwithstanding anything herein to the contrary, no determination by
Progressive as to the amount, timing or manner of payment of any Separation
Allowance or other payment or benefit under this Plan shall be regarded as
a precedent or guideline for purposes of determining the amount, timing or
manner of payment of any other Separation Allowance or other payment or
benefit under this Plan, nor shall any such determination otherwise limit
Progressive's discretion provided for under this Plan in any way.
SECTION 6 -- ELIGIBILITY UNDER OTHER PLANS AND AGREEMENTS
6.1 Except as provided in Sections 6.2 and 6.3, this Plan shall entirely
supersede and replace all policies, plans, agreements, understandings and
arrangements adopted or entered into before November 1, 2001 regarding
separation allowances, severance pay and/or similar compensation payable by
Progressive to terminated Eligible Employees (other than with respect to
any Eligible Employees who may have incurred Termination Dates prior to
November 1, 2001).
6.2 Section 6.1 of this Plan shall not limit any Eligible Employee's rights, if
any, under the SAP Plan in the event of any Reorganization or Reduction in
Force, provided that an Eligible Employee shall only be entitled to receive
benefits under the circumstances specified under the Plan and the SAP Plan
and shall not be entitled to receive benefits under both this Plan and the
SAP Plan.
6.3 Individual employment, separation, severance and other agreements that
include provisions regarding separation allowances, severance pay and/or
similar compensation following termination of employment and that are
entered into in writing with an Eligible Employee shall supersede and
replace this Plan, except as otherwise expressly provided by such
agreements; however, no such agreement entered into on or after November 1,
2001 shall be effective or enforceable unless approved in writing by PCIC's
Chief Human Resources Officer or the holder of any similar successor
office, and nothing in this Plan shall be construed as ratifying or
validating any such agreements that have not been so approved.
SECTION 7 -- CLAIMS PROCEDURES
7.1 The Company shall establish reasonable procedures under which a claimant,
or his/her duly authorized representative, may present a claim for benefits
under this Plan.
7.2 Unless such claim is allowed in full by the Company, written notice of the
denial shall be furnished to the claimant within ninety (90) days (which
may be extended by a period not to exceed an additional ninety (90) days if
special circumstances so require and written notice to the claimant is
given prior to the expiration of the initial ninety (90) day period
describing such circumstances and indicating the date by which the Company
expects to render its determination) setting forth the following in a
manner calculated to be understood by the claimant:
(i) The specific reason(s) for the denial;
(ii) Specific reference(s) to any pertinent provision(s) of the Plan or
rules promulgated pursuant thereto on which the denial is based;
(iii) A description of any additional information or material as may be
necessary to perfect the claim, together with an explanation of why it
is necessary;
(iv) A description of the Plan's claims review procedures and the time
limits applicable to such procedures, including a statement of the
claimant's right to
bring a civil action under Section 502(a) of ERISA following an
adverse benefit determination on review; and
(v) An explanation of the steps to be taken if the claimant wishes to
resubmit his/her claim for review.
7.3 Within a reasonable period of time after the denial of the claim, but in
any event, not to be more than sixty (60) days, the claimant or his/her
duly authorized representative may make written application to the Company
for a review of such denial. The claimant or his/her representative, may,
upon request and free of charge, review or receive copies of documents,
records and other information relevant to the claimant's claim for
benefits, and may submit written comments, documents, records and other
information relating to the claim for benefits.
7.4 If an appeal is timely filed, the Company shall conduct a full and fair
review of the claim and mail or deliver to the claimant its written
decision within sixty (60) days after the claimant's request for review
(which may be extended by a period not to exceed an additional sixty (60)
days if special circumstances or a hearing so require and written notice to
the claimant is given prior to the expiration of the initial sixty (60) day
period describing such special circumstances and indicating the date by
which the Company expects to render its determination). In conducting its
review, the Company shall take into account all comments, documents,
records and other information submitted by the claimant relating to the
claim, without regard to whether such information was submitted or
considered in the initial benefit determination. The Company's decision on
review shall:
(i) Be written in a manner calculated to be understood by the claimant;
(ii) State the specific reason(s) for the decision;
(iii) Make specific reference to pertinent provision(s) of the Plan;
(iv) State that the claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records
and other information relevant to the claimant's claim for benefits;
and
(v) Include a statement of the claimant's right to bring a civil action
under Section 502(a) of ERISA.
7.5 If a period of time is extended, as permitted under Sections 7.2 and 7.4
above, due to a claimant's failure to submit information to decide a claim,
the period for making the benefit determination on review shall be tolled
from the date on which the notification of the extension is sent to the
claimant until the date on which the claimant responds to the request for
additional information."
SECTION 8 -- AMENDMENT AND TERMINATION
8.1 This Plan may be amended, modified or terminated by the Company in whole or
in part at any time for any reason without the consent of any Affiliated
Company or any employee or other person, provided that, except for legally
required amendments, modifications and terminations, no such amendment,
modification or termination shall impair the rights of any Eligible
Employee who incurs a Termination Date prior to the date the Company adopts
such amendment or modification or approves such termination.
SECTION 9 -- RIGHTS OF SETOFF
9.1 Progressive shall have the unrestricted right and power to set off against,
or recover out of, any payments owed an Eligible Employee or other person
under this Plan, at the time such payments would have otherwise been
payable under this Plan, any amounts owed to Progressive by such Eligible
Employee or other person.
SECTION 10 -- FUNDING
10.1 All payments pursuant to this Plan shall be made from Progressive's general
funds and nothing contained herein shall be deemed to require Progressive
to, and Progressive shall not, physically segregate any sums from its
general funds, or create any trust or escrow account, or make any special
deposit, in respect of any amounts payable hereunder.
SECTION 11 -- ADMINISTRATION
11.1 The Company shall be the Administrator of this Plan and shall be the "named
fiduciary" within the meaning of Section 402 of the Employee Retirement
Income Security Act of 1974, as amended, and, except as specified elsewhere
herein, shall exercise all rights and duties with respect hereto, including
without limitation, the right:
(a) to make and enforce such rules and regulations as are necessary or
proper for the efficient administration of this Plan; and
(b) to interpret and construe this Plan and to decide all disputes and
other matters arising hereunder, including but not limited to the
right to determine eligibility for benefits and resolve possible
ambiguities, inconsistencies or omissions. All such rules,
interpretations and decisions shall be applied in a uniform manner to
all persons similarly situated.
Except as otherwise specifically provided herein, no action or decision
taken in accordance with this Plan by the Company or Progressive shall be
relied upon as a precedent for any similar action or decision under any
circumstances.
SECTION 12 -- EFFECTIVE DATE
12.1 This Plan shall be effective November 1, 2001, but only as to Eligible
Employees who incur Termination Dates on or after such date.
IN WITNESS WHEREOF, The Progressive Corporation has hereunto caused this
Plan to be executed by its duly authorized representative as of the 31st day of
October, 2001.
THE PROGRESSIVE CORPORATION
By: /s/ Charles E. Jarrett
--------------------------------------
Charles E. Jarrett, Secretary
EXHIBIT A
SEPARATION AGREEMENT AND GENERAL RELEASE
(GROUP I AND II EMPLOYEES)
THIS AGREEMENT is entered into as of the ____ day of ______________, 20__
between ("Employee") and ("Employer") pursuant to The Progressive Corporation
Executive Separation Allowance Plan (the "Plan").
WHEREAS, Employee's employment with Employer terminated (or will terminate)
effective __________________________, 200__ ; and
WHEREAS, Employee desires to receive certain employment termination
benefits under the Plan; and
WHEREAS, the Plan provides employment termination benefits only to
employees who sign a Separation Agreement and General Release in the form
specified in the Plan;
NOW, THEREFORE, Employee and Employer hereby agree as follows:
1. Employer shall pay Employee a separation allowance of $ _______
pursuant to Section 3 of the Plan in a lump sum on
_____________________________, 200__ [in monthly installments
commencing ____________________, 200__], subject to the limitations
specified in the Plan.
2. Employer shall pay Employee for all credited ETB in accordance with
Employer's standard practices within thirty (30) days following the
expiration of the revocation period referred to at the end of this
Agreement or at such earlier time as may be required by law.
3. Employee shall be entitled to continue his/her and his/her dependents'
medical, dental and vision coverages under The Progressive Corporation
Group Insurance Plan ("Group Insurance Plan"), subject to the terms,
conditions and limitations of the Group Insurance Plan. Employee also
shall be entitled to the conversion privileges, if any, applicable to
his/her life insurance and/or other coverages under the Group
Insurance Plan.
4. Employer shall provide the following additional payments and/or
benefits to Employee:
______________________________________________________________
_______________________________________________________________________________
______________________________________________________________
_______________________________________________________________________________
______________________________________________________________
_______________________________________________________________________________
5. Employee's entitlement to pension benefits, if any, shall be
determined in accordance with The Progressive Corporation Long- Term
Savings Plan.
6. Employee shall be entitled to whatever other rights or benefits are
available to former employees of Progressive under any other written
employee benefit plans or programs maintained by Progressive, subject
to the terms, conditions and limitations of those plans and programs.
7. With the exception of the rights and benefits contained in, or
expressly referred to in this Agreement, Employee hereby waives any
and all rights and benefits Employee now has or might hereafter have
acquired under the Plan, The Progressive Corporation Separation
Allowance Plan, The 200___ Gainsharing Program and any other
compensation or bonus programs, employee benefit plans and fringe
benefit programs maintained by Progressive or any of its affiliates by
virtue of Employee's employment with Progressive or the termination
thereof.
8. Employee acknowledges the forfeiture of any and all unvested
non-qualified stock options ("NQSOs") awarded to Employee under The
Progressive Corporation 1989 Incentive Plan or The Progressive
Corporation 1995 Incentive Plan (the "Incentive Plans"). Employee's
rights, if any, under The Progressive Corporation Executive Deferred
Compensation Plan, The Progressive Pension Plan and The Incentive
Plans (collectively, the "Programs") shall be determined in accordance
with the governing provisions of the Programs as in effect from time
to time. For purposes of such Programs, Employee shall be considered
to have terminated employment with Progressive on the Separation Date.
9. In consideration of the above undertakings of Employer, Employee
hereby releases Employer, Progressive and their respective affiliates,
officers, directors, employees, agents, successors and assigns
(collectively, the "Released Entities"), from any and all claims,
liabilities, demands, actions, suits and causes of action, whether
known or unknown, that Employee ever had or now has against any of the
Released Entities, including but not limited to claims arising under
the Age Discrimination in Employment Act, as amended, and other claims
relating to Employee's employment with Progressive and the termination
of that employment, and claims under The Progressive Corporation
Separation Allowance Plan (collectively "Claims"). [If Employee is a
California resident, Employee acknowledges that he/she has read and
understands California Civil Code Section 1542, which reads as
follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must
have materially affected his settlement with the debtor."
Employee hereby waives the provisions and protections of California Civil
Code Section 1542 and agrees that the above release shall apply to all Claims
that Employee ever had or now has against the Released Entities, regardless of
whether Employee currently is aware of the Claims or suspects that they exist.]
10. Employee further agrees that he will not, during the twenty-four (24)
month period after the Separation Date, solicit or recruit any person
who is a Progressive employee at the time of such solicitation or
recruitment (unless such person has theretofore been given notice of
the termination of his/her employment by Progressive) to act as an
employee, consultant, agent or independent contractor with respect to
any insurance or other business.
11. Employee agrees that Employee will maintain the confidentiality of
confidential information which Employee has received by virtue of
his/her employment with Progressive and will refrain from using such
information or disclosing it to anyone other than Progressive or its
employees. For purposes of this Agreement, confidential information is
information which Progressive endeavors to keep confidential,
including, without limitation, customer lists, employee lists, rate
schedules, underwriting information, the terms of contracts and
policies, marketing plans, program designs, trade secrets, proprietary
information, and any such information provided by a third party to
Progressive in confidence. Employee represents that promptly following
his/her execution of this Agreement, Employee will return to
Progressive any records in his/her possession containing confidential
information of Progressive or records which are the property of
Progressive.
12. In the event of any actual or threatened breach by Employee of the
provisions of Paragraphs 10 or 11, Progressive shall be entitled to an
injunction (including an EX PARTE temporary restraining order)
restraining Employee from violating these provisions. The period
provided in Paragraph 10 shall not run and will be suspended during
the period of any violation by Employee of Paragraph 10 and, at the
conclusion of any such violation, the period will run for its
remaining term. Progressive shall also be entitled to recover, as
liquidated damages, the amount equal to fifty percent (50%) of the
severance paid to Employee under this Agreement.
13. All payments to be made by Employer under this Agreement are subject
to applicable tax withholding, other legally required deductions and
(except to the extent prohibited by law) amounts due Progressive for
any reason.
14. All capitalized terms used in this Agreement shall have the meanings
given to them in the Plan, unless otherwise required clearly by the
context.
15. This Agreement, together with the Plan and the other documents
referred to herein, constitute the entire agreement of the parties,
superseding all prior oral or written representations, agreements and
understandings relating to the subject matter of this Agreement. Any
modifications of this Agreement must be in a writing signed by both
parties in order to be effective. Employee may not assign
this Agreement or any of his/her rights or obligations hereunder
without Employer's prior written consent. This Agreement is subject to
the terms, provisions and limitations of the Plan in all respects.
16. Employee has read and understands all of the terms of this Agreement
and Employee has been encouraged to consult with an attorney. Employee
acknowledges that he/she has been given a period of at least ( ) days
to review this Agreement with an attorney and individuals of his/her
own choice and consider its effect, including Employee's release of
rights. Employee signs this Agreement in exchange for the
consideration to be given to him/her, which Employee acknowledges is
adequate and satisfactory. Neither Progressive nor its agents,
representatives or employees have made any representations to Employee
concerning the terms or effects of this Agreement other than those
contained in this Agreement or the Plan.
IMPORTANT! BEFORE YOU SIGN THIS AGREEMENT YOU SHOULD CONSULT WITH AN
ATTORNEY. ALSO, AFTER YOU HAVE SIGNED THIS AGREEMENT YOU HAVE SEVEN (7)
DAYS WITHIN WHICH TO REVOKE IT FOR ANY REASON. YOU DO NOT NEED EMPLOYER'S
CONSENT IN ORDER TO REVOKE THIS AGREEMENT, BUT YOU MUST GIVE WRITTEN NOTICE
OF YOUR REVOCATION TO EMPLOYER WITHIN THE SEVEN (7) DAY REVOCATION PERIOD.
THIS AGREEMENT WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF
THE SEVEN (7) DAY REVOCATION PERIOD.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
indicated above.
____________________________________ ____________________________________
WITNESS EMPLOYEE
____________________________________ ____________________________________
WITNESS EMPLOYER
By: ________________________________
Title: _____________________________
EXHIBIT B
SEPARATION AGREEMENT AND GENERAL RELEASE
(GROUP III EMPLOYEES)
THIS AGREEMENT is entered into as of the _____ day of _______________, 20__
between ("Employee") and ("Employer") pursuant to The Progressive Corporation
Executive Separation Allowance Plan (the "Plan").
WHEREAS, Employee's employment with Employer terminated (or will terminate)
effective ____________________________, 200__; and
WHEREAS, Employee desires to receive certain employment termination
benefits under the Plan; and
WHEREAS, the Plan provides employment termination benefits only to
employees who sign a Separation Agreement and General Release in the form
specified in the Plan;
NOW, THEREFORE, Employee and Employer hereby agree as follows:
1. Employer shall pay Employee a separation allowance of $ ______________
pursuant to Section 3 of the Plan in a lump sum on
___________________, 200__ [in _____ monthly installments commencing
_________________, 200__], subject to the limitations specified in the
Plan.
2. Employer shall pay Employee for all credited ETB in accordance with
Employer's standard practices within thirty (30) days following the
expiration of the revocation period referred to at the end of this
Agreement or at such earlier time as may be required by law.
3. Employee shall be entitled to continue his/her and his/her dependents'
medical, dental and vision coverages under The Progressive Corporation
Group Insurance Plan ("Group Insurance Plan"), subject to the terms,
conditions and limitations of the Group Insurance Plan. Employee also
shall be entitled to the conversion privileges, if any, applicable to
his/her life insurance and/or other coverages under the Group
Insurance Plan.
4. Employer shall provide the following additional payments and/or
benefits to Employee:
______________________________________________________________
_______________________________________________________________________________
______________________________________________________________
_______________________________________________________________________________
______________________________________________________________
_______________________________________________________________________________
5. Employee's entitlement to pension benefits, if any, shall be
determined in accordance with The Progressive Corporation Long- Term
Savings Plan.
6. Employee shall be entitled to whatever other rights or benefits are
available to former employees of Progressive under any other written
employee benefit plans or programs maintained by Progressive, subject
to the terms, conditions and limitations of those plans and programs.
7. With the exception of the rights and benefits contained in, or
expressly referred to in this Agreement, Employee hereby waives any
and all rights and benefits Employee now has or might hereafter have
acquired under the Plan, The Progressive Corporation Separation
Allowance Plan, The 200___ Gainsharing Program and any other
compensation or bonus programs, employee benefit plans and fringe
benefit programs maintained by Progressive or any of its affiliates by
virtue of Employee's employment with Progressive or the termination
thereof.
8. Employee acknowledges the forfeiture of any and all unvested
non-qualified stock options ("NQSOs") awarded to Employee under The
Progressive Corporation 1989 Incentive Plan or The Progressive
Corporation 1995 Incentive Plan (the "Incentive Plans"). Employee's
rights, if any, under The Progressive Corporation Executive Deferred
Compensation Plan, The Progressive Pension Plan and The Incentive
Plans (collectively, the "Programs") shall be determined in accordance
with the governing provisions of the Programs as in effect from time
to time. For purposes of such Programs, Employee shall be considered
to have terminated employment with Progressive on the Separation Date.
9. In consideration of the above undertakings of Employer, Employee
hereby releases Employer, Progressive and their respective affiliates,
officers, directors, employees, agents, successors and assigns
(collectively, the "Released Entities"), from any and all claims,
liabilities, demands, actions, suits and causes of action, whether
known or unknown, that Employee ever had or now has against any of the
Released Entities, including but not limited to claims arising under
the Age Discrimination in Employment Act, as amended, and other claims
relating to Employee's employment with Progressive and the termination
of that employment, and claims under The Progressive Corporation
Separation Allowance Plan (collectively "Claims"). [If Employee is a
California resident, Employee acknowledges that he/she has read and
understands California Civil Code Section 1542, which reads as
follows:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor."
Employee hereby waives the provisions and protections of California
Civil Code Section 1542 and agrees that the above release shall apply
to all Claims that Employee ever had or now has against the Released
Entities, regardless of whether Employee currently is aware of the
Claims or suspects that they exist.]
10. Employee agrees that Employee will maintain the confidentiality of
confidential information which Employee has received by virtue of
his/her employment with
Progressive and will refrain from using such information or disclosing
it to anyone other than Progressive or its employees. For purposes of
this Agreement, confidential information is information which
Progressive endeavors to keep confidential, including, without
limitation, customer lists, employee lists, rate schedules,
underwriting information, the terms of contracts and policies,
marketing plans, program designs, trade secrets, proprietary
information, and any such information provided by a third party to
Progressive in confidence. Employee represents that promptly following
his/her execution of this Agreement, Employee will return to
Progressive any records in his/her possession containing confidential
information of Progressive or records which are the property of
Progressive.
11. In the event of any actual or threatened breach by Employee of the
provisions of Paragraphs 10, Progressive shall be entitled to an
injunction (including an ex parte temporary restraining order)
restraining Employee from violating these provisions. Progressive
shall also be entitled to recover, as liquidated damages, the amount
equal to fifty percent (50%) of the severance paid to Employee under
this Agreement.
12. All payments to be made by Employer under this Agreement are subject
to applicable tax withholding, other legally required deductions and
(except to the extent prohibited by law) amounts due Progressive for
any reason.
13. All capitalized terms used in this Agreement shall have the meanings
given to them in the Plan, unless otherwise required clearly by the
context.
14. This Agreement, together with the Plan and the other documents
referred to herein, constitute the entire agreement of the parties,
superseding all prior oral or written representations, agreements and
understandings relating to the subject matter of this Agreement. Any
modifications of this Agreement must be in a writing signed by both
parties in order to be effective. Employee may not assign this
Agreement or any of his/her rights or obligations hereunder without
Employer's prior written consent. This Agreement is subject to the
terms, provisions and limitations of the Plan in all respects.
15. Employee has read and understands all of the terms of this Agreement
and Employee has been encouraged to consult with an attorney. Employee
acknowledges that he/she has been given a period of at least
____________ (___) days to review this Agreement with an attorney and
individuals of his/her own choice and consider its effect, including
Employee's release of rights. Employee signs this Agreement in
exchange for the consideration to be given to him/her, which Employee
acknowledges is adequate and satisfactory. Neither Progressive nor its
agents, representatives or employees have made any representations to
Employee concerning the terms or effects of this Agreement other than
those contained in this Agreement or the Plan.
IMPORTANT! BEFORE YOU SIGN THIS AGREEMENT YOU SHOULD CONSULT WITH AN
ATTORNEY. ALSO, AFTER YOU HAVE SIGNED THIS AGREEMENT YOU HAVE SEVEN (7)
DAYS WITHIN WHICH TO REVOKE IT FOR ANY REASON. YOU DO NOT NEED EMPLOYER'S
CONSENT IN ORDER TO REVOKE THIS AGREEMENT, BUT YOU MUST GIVE WRITTEN NOTICE
OF YOUR REVOCATION TO EMPLOYER WITHIN THE SEVEN (7) DAY REVOCATION PERIOD.
THIS AGREEMENT WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF
THE SEVEN (7) DAY REVOCATION PERIOD.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
indicated above.
________________________________________________________________________________
WITNESS
EMPLOYEE
________________________________________________________________________________
________________________________________________________________________________
WITNESS
EMPLOYER
By: _______________________________________________________________________
Title: ____________________________________________________________________