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EXHIBIT NO. 10
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SEPARATION AGREEMENT AND GENERAL
RELEASE, DATED APRIL 28, 1995,
BETWEEN THE REGISTRANT AND MICHAEL MURR,
FORMERLY CHIEF INVESTMENT OFFICER
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SEPARATION AGREEMENT AND GENERAL RELEASE
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1. I, MICHAEL MURR ("Employee"), accept the severance of my employment
from Progressive Partners, Inc. ("Progressive") effective April 28,
1995 (the "Separation Date"), in accordance with the terms of this
Agreement. In accepting the consideration noted in Paragraph 2 below,
Employee releases Progressive and its affiliated companies, their
officers, directors, employees and agents, from all actions, suits,
claims, and demands in law or equity, that Employee ever had or now
has, by reason of any matter, cause, or thing, and particularly any
claims relating in any way to Employee's employment relationship or
the termination of Employee's employment relationship with
Progressive, including, without limitation, any claim under the Age
Discrimination in Employment Act, any claim arising under any federal,
state, or local law and any common law claim, but excepting those
matters described in Paragraph 2 below.
2. In full consideration of Employee signing this Agreement and for the
covenants contained herein, Progressive hereby agrees to the
following:
A. Employee shall be paid One Million One Hundred Fifty Thousand
Dollars ($1,150,000) (the "Severance Amount"), less all
applicable withholding taxes, in one (1) lump-sum payment.
The Severance Amount shall be paid to Employee within ten (10)
days of the execution of this Agreement.
B. Employee shall be paid for credited but unused vacation time
determined as of the Separation Date with such payment to be
made within ten (10) days of the Separation Date.
3. Other than the rights specified in 2 above, Employee waives any and
all rights he now has or might hereafter have acquired to, and
acknowledges the forfeiture of, any and all rights under The
Progressive Corporation 1994 and 1995 Executive Bonus Plans, The
Progressive Partners Stock Option Plan, The Progressive Corporation
1989 Incentive Plan, The Progressive Corporation Separation Allowance
Plan, The Progressive Corporation Executive Deferred Compensation
Plan, and to any other compensation or bonus Employee may have
received had Employee remained employed by Progressive.
4. Employee shall make best efforts to remove all personal items from his
office at the earliest practical time, provided that such removal
shall occur during normal weekday business hours.
5. Each party's obligations shall terminate in the event the other party
breaches any of his or its obligations or representations under this
Agreement.
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6. Employee hereby agrees that neither Employee nor any person,
organization, or other entity acting on Employee's behalf will
communicate or permit to be communicated, either directly or
indirectly, any information regarding the financial terms of this
Agreement except to Employee's counsel, Employee's spouse, Employee's
accountant, a prospective employer, financial institutions when needed
to demonstrate Employee's personal financial condition, or to any
court involved in any action brought by either party to enforce the
terms of this Agreement or as otherwise required by law. Progressive
shall not disclose the terms of this Agreement except as is necessary
to fulfill its obligations hereunder or as is required by law.
7. The parties agree and acknowledge that this Agreement is not and shall
not be construed to be an admission of any violation of any federal,
state, or local law, regulation or of any duty owed by either party to
the other and that the execution of this Agreement is a voluntary act
to provide conclusion to Employee's employment relationship with
Progressive.
8. Progressive represents and warrants that it is not presently aware of
any facts which would give rise to a claim against Employee.
9. Employee agrees that Employee will maintain the confidentiality of
confidential information which Employee has received by virtue of
Employee's employment with Progressive and will refrain from using
such information or disclosing it to anyone other than Progressive or
its employees or Employee's counsel. For purposes of this Agreement,
confidential information is information which Progressive endeavors to
keep confidential, including, without limitation, Progressive's
investment strategies and objectives, 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.
Progressive shall make best efforts to ensure that no person acting
for or on its behalf shall directly or indirectly disclose to any
person any fact, allegation, or contention regarding Employee's
employment, performance, termination of employment or the reasons
therefore, or any other information acquired by Progressive in
connection with Employee's employment, or release any publicity or
make any public statement with respect thereto except in the form of a
mutually agreed upon press release or as may be required by law.
10. Employee has read and understands all of the terms of this Agreement.
Employee signs this Agreement in exchange for the consideration to be
given to Employee. 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 the Agreement.
11. The terms of this Separation Agreement and General Release are
separate and independent and should any of them be declared invalid or
unenforceable by any court, the remaining provisions and terms of this
Agreement shall remain in full force and effect.
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12. This Agreement shall be governed and interpreted in accordance with
the laws of the State of New York.
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 EMPLOYEE HAS BEEN GIVEN A PERIOD OF
TWENTY-ONE (21) DAYS TO REVIEW THIS AGREEMENT WITH AN ATTORNEY AND
CONSIDER ITS EFFECT, INCLUDING EMPLOYEE'S RELEASE OF RIGHTS AND
SEPARATION. EMPLOYEE ALSO ACKNOWLEDGES THAT EMPLOYEE HAS SEVEN (7)
DAYS FOLLOWING EXECUTION OF THIS AGREEMENT TO REVOKE THIS AGREEMENT
FOR ANY REASON AND IS HEREBY ADVISED THAT THIS AGREEMENT SHALL NOT
BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF THE SEVEN (7)
DAY REVOCATION PERIOD.
IN WITNESS WHEREOF, the parties have executed this Agreement this
28th day of April, 1995.
/s/ Michael Murr
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MICHAEL MURR
/s/ Claire Jones
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Witness
PROGRESSIVE CASUALTY INSURANCE COMPANY
By: /s/ David M. Schneider
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Title: Secretary
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/s/ Cynthia E. Barth
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Witness