EXHIBIT (10)(a)
AGREEMENT AND RELEASE
A. The Parties to this Agreement
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1. "Mr. Talucci" means John F. Talucci, an individual who lives at
1555 Mt. Pleasant Road, Villanova, Pennsylvania 19085.
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. Talucci has been employed with Rohm and Haas since June 26,
1961. By an earlier agreement, dated January 17, 1995, Mr. Talucci had
voluntarily agreed to separate from Rohm and Haas on December 31, 1996,
under the Rohm and Haas executive Severance Benefit Program. At Rohm
and Haas' request, made because of its business need to retain Mr.
Talucci's services, Mr. Talucci has agreed to remain in Rohm and Haas
employ until December 31, 1998 ("LDW") and to voluntarily separate from
service on that date.
4. Mr. Talucci is free to sign this Agreement or not sign it. If
Mr. Talucci chooses not to voluntarily separate from Rohm and Haas under
the terms of this Agreement, he will continue to be bound by the terms
of the January 17, 1995 Agreement described in paragraph 3.
C. Payments and Benefits Received by Mr. Talucci if he signs this Agreement
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5. If Mr. Talucci signs this Agreement and does not revoke it, he
will separate from Rohm and Haas on December 31, 1998, and will receive
as severance pay an amount equal to twenty-four months salary based on
his annual salary as of his LDW, less applicable taxes and withholdings.
6. Mr. Talucci 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 are made available
to other retirees.
7. Mr. Talucci will also be paid for any unused 1998 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. Talucci will be guaranteed a minimum retirement benefit equal
to the lump sum value of his accrued pension benefit from the Pension
Plan and the Non-Qualified Pension Plan (formerly the Executive Pension
Parity Plan) as of December 31, 1996. This amount shall be calculated
using the PBGC interest rate and the mortality table used by the
Non-Qualified Pension Plan at December 31, 1996. If at the date of his
retirement under this Agreement, the combined lump sum values of the
Pension Plan and Non-Qualified Plan are less than the guaranteed minimum
retirement benefit, the difference will be paid in a lump sum, net of
any legally required withholdings, at the same time as Mr. Talucci's
severance payment is paid under paragraph 5.
9. Mr. Talucci 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, 2000.
10. If Mr. Talucci terminates his employment before December 31,
1998, with the consent of the Chief Executive Officer of Rohm and Haas,
the benefits payable to him under paragraph S and the hypothetical
period of extended service under paragraph 9 will be adjusted
proportionately, by multiplying the otherwise payable amount or service
period, as applicable, by a fraction, the numerator of which is equal to
12 plus one-half of the number of calendar months after December 1996
during which Mr. Talucci has worked for Rohm and Haas and the
denominator of which is 24.
11. Rohm and Haas will also buy a term life insurance policy, of
which Rohm and Haas will be policy owner, on Mr. Talucci's life (the
"Term Policy"), for a term of two years, in a face amount equal to the
excess of the December 31, 1996 values of (1) one year's base salary
plus (2) the minimum retirement benefit guaranteed under paragraph 8
plus (3) the value of the level lifetime income option that would be
paid under the Rohm and Haas post-retirement insurance program in the
event of Mr. Talucci's death over (4) the death benefits that
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would be payable by Rohm and Haas and its employee benefit plans in
the event of Mr. Talucci's death, as an active employee, at December 31,
1996. If Mr. Talucci dies on or before December 31, 1998, Mr. Talucci's
beneficiary, who will be designated by Mr. Talucci in a writing
delivered to Rohm and Haas, will be paid the face amount of the Term
Policy. No benefit will be payable under the Term Policy if Mr. Talucci
dies after December 31, 1998.
12. If Mr. Talucci dies before the LDW identified in paragraph 3,
the payments and benefits conferred on him in paragraphs 5 through 10 of
this Agreement, other than those benefits to which Mr. Talucci is
otherwise entitled apart from this Agreement, will be replaced by the
usual and customary death benefits available to similarly situated Rohm
and Haas employees, plus an additional year of bonuses under the Annual
and Long Term Award Plans. This paragraph 12 will not affect the
benefits provided under paragraph 11.
13. If Mr. Talucci is determined to have committed an act of
intentional wrongdoing against Rohm and Haas or any of its employees
before his LDW, he will separate from employment with Rohm and Haas at
that time and will forfeit all benefits conferred upon him in paragraphs
5 through 11 of this Agreement, other than those benefits to which he is
otherwise entitled apart from this Agreement. For this purpose
"intentional wrongdoing" shall mean (i) defrauding Rohm and Haas, (ii)
embezzling, converting or otherwise illegally or impermissibly obtaining
possession of Rohm and Haas property or funds, (iii) disclosing or
otherwise using confidential information, trade secrets or similar
material other than for the benefit of Rohm and Haas. The initial
determination of whether an act of intentional wrongdoing has occurred
will be made by the Chief Executive Officer or President of Rohm and
Haas, but Mr. Talucci may appeal the determination to the Executive
Compensation Committee of the Board of Directors. Notwithstanding any
other provision in this Agreement, Mr. Talucci does not give up his
right to sue under this Paragraph 13.
D. The Release of Claims
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14. In return for the promises herein, which exceed that to which
Mr. Talucci is otherwise entitled under Rohm and Haas' policies and
practices, Mr. Talucci, 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. Talucci, 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.
Talucci'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, 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 (42 U.S.C. 621 et. seq.), the
Civil Rights Act (42 U.S.C. 1981), the Americans With Disabilities Act
(29 U.S.C. section 706, 42 U.S.C. 12101 et. seq.) 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. Talucci's employment relationship with
Rohm and Haas or separation therefrom. Mr. Talucci 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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15. Notwithstanding the above, this Agreement does not release any
claims possessed by Mr. Talucci 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.
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F. Additional Terms of This Agreement
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16. Rohm and Haas has the right to disclose the terms of this
Agreement for any bona fide business reason.
17. The post-separation provisions of the Employment Agreement
between Mr. Talucci 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.
Talucci agree that paragraph 11 of Exhibit A will have no further effect
after Mr. Talucci's LDW. The remaining provisions of Exhibit A will at
all times remain in full force and effect.
18. Mr. Talucci may name Larry Wilson or his designee as an
employment reference for Mr. Talucci's work at Rohm and Haas.
Alternatively, Mr. Talucci is free to name any employee of Rohm and
Haas, its subsidiaries or affiliates as a reference. Mr. Talucci 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. Talucci 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. Talucci further agrees that any opinions or
statements given by those persons are subject to the release set forth
in paragraph 14.
19. 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. Talucci and maintains that its conduct
relating to Mr. Talucci's employment with Rohm and Haas and subsequent
separation was at all times proper.
20. Mr. Talucci 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. Talucci 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.
21. Mr. Talucci hereby acknowledges that he has had a period 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.
22. Mr. Talucci 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.
23. Mr. Talucci acknowledges that if he signs this Agreement and
does not revoke it, the prior Agreement described in paragraph 3 above
will be superseded and of no further effect.
24. The fact that a provision of this Agreement is found invalid or
unenforceable shall not affect the validity or enforceability of the
remainder of this Agreement.
25. 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.
26. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
27. 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: _______________ ___________________________________
JOHN TALUCCI
Dated: _______________ ____________________________________
C.D. SOUTHWARD
FOR ROHM AND HAAS
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EXHIBIT A
EMPLOYMENT AGREEMENT
In consideration of my employment by Rohm and Haas Company and the
compensation and benefits attendant thereto, I agree as follows:
I. I recognize any business or trade secrets, including secret
processes of manufacture of Rohm and Haas Company, as the property of
Rohm and Haas Company, as well as any information contained in research
records, financial records, payroll records, personnel records, and all
other confidential information to which I have access. I agree to keep
such information secret and confidential and not to use such information
other than in an authorized manner in the course of Rohm and Haas
Company's business. I further agree not to divulge such information to
outsiders or other unauthorized persons either while employed by Rohm
and Haas Company or afterwards.
II. I will not engage in any business interests or business
activities which, in the opinion of Rohm and Haas Company, conflict with
the interests of Rohm and Haas Company.
III. I will disclose promptly to Rohm and Haas Company any and all
inventions, discoveries, and improvements (patentable or not) conceived
or made by me during the period of my employment and relating to the
business or activities of Rohm and Haas Company. I hereby assign and
agree, to assign all of my interest therein to Rohm and Haas Company or
its nominee and agree to execute any and all documents necessary to
enable Rohm and Haas Company to secure Letters Patent of the United
States and any foreign country or to otherwise protect Rohm and Haas
Company's interests therein. These obligations shall continue beyond
the termination of my employment with respect to inventions,
discoveries, and improvements conceived or made by me during the period
of employment.
IV. I agree, on termination of my employment, to return to Rohm and
Haas Company all papers, notes, books, or other documents or property
belonging to Rohm and Haas Company or relating to its business.
Executed in _______________, this _________ day of ________________________.
_________________________________ (SEAL) ROHM AND HAAS COMPANY
SIGNATURE
_________________________________ ______________________________
WITNESS
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EXHIBIT B
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.
______________________________
JOHN F. TALUCCI
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EXHIBIT C
JOB GROUP: EXECUTIVES
AGE AS OF 11/1/94 NUMBER OF EMPLOYEES NUMBER AFFECTED
62 2 0
60 2 1
59 2 1
58 1 1
57 5 3
56 2 1
55 7 2
54 5 0
53 3 1
52 5 0
51 6 0
50 5 0
49 3 0
48 3 0
47 5 0
46 2 0
45 2 0
43 3 0
42 2 0
41 1 0
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EXHIBIT D
REFERENCE LETTER
A form of reference letter will be mutually agreed upon between Mr.
Talucci and Rohm and Haas, and will be included as Exhibit D. The
procedure will work as follows: Mr. Talucci will draft a letter and send
it to Mr. Wilson for comments or changes. When both parties agree to
the language of the letter, it will become Exhibit D to this Agreement.
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