EXHIBIT (10)(B)
AGREEMENT AND RELEASE
A. The Parties to this Agreement
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1. "MR. GARAVENTI" means Donald C. Garaventi, an individual who lives at
428 Garden Lane, Bryn Mawr, Pennsylvania 19010.
2. "Rohm and Haas" means Rohm and Haas Company, a Delaware corporation
with its corporate offices at 100 Independence Mall West, Philadelphia,
Pennsylvania 19106-2399.
B. Background
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3. MR. GARAVENTI has been employed with Rohm and Haas since June 30, 1958.
MR. GARAVENTI has voluntarily agreed to separate from Rohm and Haas on
December 31, 1995, ("LDW").
4. MR. GARAVENTI is free to sign this Agreement or not sign it. If MR.
GARAVENTI chooses not to voluntarily separate from Rohm and Haas under the
terms of this Agreement, he will continue as an at-will Rohm and Haas employee
and will be treated as any other Rohm and Haas employee should any other
downsizing occur.
C. Payments and Benefits Received by MR. GARAVENTI if he signs this Agreement
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5. If MR. GARAVENTI signs this Agreement and does not revoke it, he will
retire from Rohm and Haas on December 31, 1995, and will receive as severance
pay an amount equal to $590,000 (FIVE HUNDRED AND NINETY THOUSAND DOLLARS) in
consideration of the promises contained herein.
6. MR. GARAVENTI will be eligible for the same retiree medical insurance
coverage and life insurance that Rohm and Haas provides to other retirees, on
the same terms and conditions as is made available to other retirees.
7. MR. GARAVENTI will also be paid for any unused 1995 vacation or
floating holiday earned as of his LDW. These funds will be processed during
the next payroll cycle immediately following his LDW. Vacation accrued toward
the following year will not be paid, notwithstanding any Rohm and Haas policy
to the contrary.
8. MR. GARAVENTI will receive annual payments equal to what he would have
received under the Annual and Long-Term bonus plans had he remained an
employee until December 31, 1997.
D. The Release of Claims
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9. In return for the promises herein, which exceed that to which MR.
GARAVENTI is otherwise entitled under Rohm and Haas' policies and practices,
MR. GARAVENTI, his representatives, successors, heirs, and assigns do hereby
completely release and forever discharge Rohm and Haas, its past and present
direct or indirect predecessors, successors, parents, subsidiaries, business
units or affiliated companies, its and their respective past and present
directors, officers, attorneys, employees, successors, assigns, insurers and
other representatives (collectively, the "RELEASED PARTIES"), from any and all
manner of claims, demands, actions, causes of action, suits, arbitration
proceedings, debts, costs, judgments, executions, claims and demands of
whatsoever nature, direct or indirect, known or unknown, asserted or
unasserted, matured or not matured, which MR. GARAVENTI, his spouse, children,
heirs, parents, siblings, extended family, successors or assigns, or other
representatives (collectively, the "RELEASING PARTIES"), either individually
or collectively, ever had, now or hereinafter can, shall or may have against
the RELEASED PARTIES, from the beginning of time until the present, arising
out of or in any manner relating to all events or circumstances in any way
related to MR. GARAVENTI's employment with Rohm and Haas or the separation of
that employment. This Agreement specifically includes, but is not limited to,
any and all claims for wrongful discharge, breach of contract (whether express
or implied), and all forms of employment discrimination in violation of
federal, state or local statute,
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ordinance, executive order, or common law (including but not limited to
claims for discrimination on the basis of race, color, religion, sex, national
origin, mental or physical disability or for age discrimination under Title
VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e et. seq.), the Age
Discrimination in Employment Act (29 U.S.C. 621 et. seq.) (as amended by the
Older Workers' Benefits Protection Act, and any other amendments), the Civil
Rights Act (42 U.S.C. 1981), the Americans With Disabilities Act (29 U.S.C.
S 706, 42 U.S.C. 12101 et. seq.), the Family and Medical Leave Act and any
state Human Relations Act or any other such laws or any and all suits in tort
(for personal injury of any kind) as well as any and all claims for damages
whatsoever kind arising from MR. GARAVENTI's employment relationship with Rohm
and Haas or separation therefrom. MR. GARAVENTI further agrees not to bring
any suit, action or legal proceeding against the RELEASED PARTIES concerning
any matter covered by this Release.
E. Claims not Released
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10. Notwithstanding the above, this Agreement does not release any claims
possessed by MR. GARAVENTI for benefits under the applicable Workers'
Compensation Act, including claims arising from workplace exposure to toxic
substances. This Agreement also does not release any rights to recover
post-separation benefits to which he is entitled under any applicable Rohm and
Haas retirement or other benefit plan in effect as of his LDW including any
enhancements made between the date of this Agreement and his LDW.
F. Additional Terms of this Agreement
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11. Rohm and Haas has the right to disclose the terms of this agreement
for any bonafide business reason.
12. This Agreement supersedes and replaces the Settlement Agreement
executed by MR. GARAVENTI on December 18, 1995. The post-separation
provisions of the Employment Agreement between MR. GARAVENTI and Rohm and Haas
("Exhibit A"), and the signed Records Security Statement ("Exhibit B") shall
remain in full force and effect and be incorporated into this Agreement. Rohm
and Haas and MR. GARAVENTI agree that paragraph II of Exhibit A will have no
further effect after MR. GARAVENTI's LDW. The remaining provisions of Exhibit
A will at all times remain in full force and effect.
13. MR. GARAVENTI may name Larry Wilson or his designee as an employment
reference for MR. GARAVENTI's work at Rohm and Haas.
Alternatively, MR. GARAVENTI is free to name any employee of Rohm and
Haas, its subsidiaries or affiliates as a reference. MR. GARAVENTI agrees the
opinions and statements given by those individuals will in no way be construed
to represent opinions and statements of Rohm and Haas. Any of the individuals
who choose to provide a reference for MR. GARAVENTI will not be acting on
behalf of Rohm and Haas or as agents of Rohm and Haas or in the scope of their
employment with Rohm and Haas in providing any such reference. MR. GARAVENTI
further agrees that any opinions or statements given by those persons are
subject to the release set forth in paragraph 9.
14. Nothing in this Agreement shall be deemed an admission of liability
by Rohm and Haas. To the contrary, Rohm and Haas expressly denies any
liability to MR. GARAVENTI and maintains that its conduct relating to MR.
GARAVENTI's employment with Rohm and Haas and subsequent separation was at all
times proper.
15. MR. GARAVENTI acknowledges that he is acting of his own free will,
that he has been advised by Rohm and Haas to consult an attorney of his
choice, that he has had a sufficient opportunity to read the terms of this
Agreement, and consult legal counsel, if desired, and that he fully
understands all of the provisions of this Agreement. In addition, MR.
GARAVENTI acknowledges that neither Rohm and Haas nor any of its employees,
agents, representatives or attorneys have made any representations concerning
the terms of this Agreement other than those contained herein.
16. MR. GARAVENTI hereby acknowledges that he has had in excess of 45
days to fully consider his decision to voluntarily separate from Rohm and Haas
and to fully consider whether to accept the terms of this Agreement.
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17. MR. GARAVENTI may change his decision to voluntarily separate and to
execute this Agreement within seven (7) days of his signing it, and the
Agreement shall not become effective or enforceable, nor will the payments and
benefits outlined above be paid, until the revocation period has expired.
18. MR. GARAVENTI acknowledges that he has previously received a written
notification setting forth the eligibility requirements for the executive
Severance Benefit Program as well as the ages and job classifications of those
individuals eligible for that Program and the ages and job classifications of
those individuals selected (by virtue of their volunteering) for that program.
19. This Agreement contains the entire agreement of the parties relating
to the subject matter herein. It may be changed only by a written agreement,
signed by both parties.
20. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
21. This Agreement may be executed in counterparts and will be valid even
though the signatures of all parties do not appear on the same page.
Dated: __________ _______________________________
DONALD C. GARAVENTI
Dated: __________ _______________________________
J. LAWRENCE WILSON
FOR ROHM AND HAAS
RECORDS SECURITY STATEMENT
I have returned all Company Confidential documents, including research
notebooks, which I have had in my possession to Rohm and Haas, and I have no
copies of such documents remaining in my possession. I have reread my
Employment Agreement and understand that my obligations, to which I had agreed
earlier, continue beyond the separation of my employment.
Dated: __________ _______________________________
DONALD C. GARAVENTI
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