Exhibit 10.24
World Kitchen, Inc. One Pyrex Place 607 377 8000
P.O. Box 1555 fax: 607 377 8946
Elmira, NY 14902-1555 www.worldkitchen.com
April 26, 2001
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Dennis E. Schneider
Dear Dennis:
Enclosed, as per our discussions, is a Waiver and Release Agreement. We believe
that it is in your best interest to consult with your personal attorney and
secure his/her advice with respect to your separation of employment and the
Waiver and Release Agreement. We encourage you to do so. If you or your attorney
would like to discuss the situation or the Waiver and Release Agreement, we
would be happy to do so.
Further, upon separation, the following benefits shall be provided in addition
to those set forth in the Waiver and Release Agreement:
Savings Plan
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If you are participating in the Borden Savings Plan, your distribution
options upon separation are as follows:
If your total vested account balance is $5,000 or more. You may take your
distribution at any time following the date your employment ends and age
65. Your distribution will be in the form of a lump-sum payment. This
payment may be paid directly to you or may be rolled over into an IRA or
another employer's qualified plan.
If your total vested account balance is less than $5,000. When you leave
World Kitchen, your entire account balance will automatically be
distributed to you in a lump-sum cash payment and taxed accordingly.
If you have an outstanding loan balance, you will be required to repay your
loan in full within 90 days of your termination date. If you do not repay
your loan within 90 days, your outstanding balance will be treated as a
distribution and will be subject to the same income taxes and tax penalties
as other distributions and withdrawals from the Plan.
Dennis E. Schneider
April 26, 2001
Page -2-
Disability
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Eligibility for any disability plans will terminate effective your last day
of employment.
Pension Plan
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(Years of service 0 or less than 5 years)
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If you have been making contributions to the Corning Consumer products
Company Pension Plan for Salaried Employees, the Company will automatically
refund these contributions, along with interest, to you. The check will be
mailed to you following the next valuation, to the last home address shown
on Company records.
If you have any questions regarding your pension or your Savings Plan,
please call 1-800-548-2421.
BORDEN ESPP
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You are also a participant in the Borden ESPP. Your distribution elections
were made prior to your enrollment and those elections are still in effect.
If you have any questions. Please call Carol Bell at 614-220-5092.
If you should have any questions about the Waiver and Release Agreement or the
benefits described above, please ask.
Sincerely yours,
World Kitchen. Inc.
By:
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Dennis E. Schneider
April 26, 2001
Page -3-
GENERAL RELEASE AND WAIVER
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I, Dennis E. Schneider (hereinafter "I" or "Employee") understand that my
employment with World Kitchen, Inc. ("the Company" or the "Employer") will end
on April 30, 2001. The Employer and Employee are also referred to herein as the
"Parties". I understand that in consideration for my agreement to the following
terms of this General Release and Waiver I will receive the compensation on
and/or benefits described below:
Assuming I have executed this Agreement and the seven (7) day revocation
period has expired, as its consideration for this Agreement, the Employer
shall continue my salary (at its current annual rate of $240,000) and
health care, dental and life insurance benefits for 13 months from April
30, 2001 to May 31, 2002. Salary continuation shall be paid in installments
through the normal payroll cycle, less appropriate deductions, including,
without limitation, state, federal, and/or local taxes and FICA/FUDA,
hereinafter the ("Separation Amount").
In addition, the Company will provide you with outplacement services
through the firm of Drake Beam Morris (DBM).
The Separation Amount and outplacement services represent sums of money and
services that I am entitled to receive only by virtue of execution of this
Agreement. I acknowledge that the foregoing consideration is provided by
the Employer in exchange for my waiver of claims and other covenants and
promises as outlined herein and is in addition to anything of value to
which I am already entitled.
I understand and agree that I will not receive the compensation and/or
benefits specified herein unless I execute this General Release and Waiver and I
specifically acknowledge that but for my execution of this document I would not
be entitled to receive these benefits. I agree that I will be responsible for
any income tax liability which may be imposed on the Separation Amount.
I understand that I may revoke this General Release and Waiver for a period
of seven (7) days following the date I execute this General Release and Waiver.
Any revocation within this period should be submitted to Raymond Kulla, General
Counsel, and state "I hereby revoke my agreement to the General Release and
Waiver." The revocation must be personally communicated or delivered by mail and
post marked within seven (7) days of the execution of this General Release and
Waiver.
Dennis E. Schneider
April 26, 2001
Page -4-
This General Release and Waiver shall not become effective or enforceable until
the revocation period has expired ("Effective Date"). If I revoke this
Agreement, it shall be null and void and the obligations or entitlements of both
parties under this Agreement shall be eliminated.
As a material inducement for The Employer to enter into this Agreement, I
hereby agree, acknowledge and promise to forego and waive any and all rights I
may have to file a claim, action, complaint, controversy, cause of action,
lawsuit, charge, complaint, suit, demand or petition ("claim" or "claims") in a
court of law against the Employer, the Employer's owner, stockholders,
predecessors, successors, assigns, agents, directors, officers, current and
former employees, representatives, attorneys, divisions, groups, subsidiaries,
affiliates and parent companies, as well as any parent companies' owners,
stockholders, predecessors, successors, assigns, agents, directors, officers,
current and former employees, representatives, attorneys, divisions, groups,
subsidiaries and affiliates, and all persons acting by, through, under, or in
concert with any of them, or any of them, (collectively, "Releasees") for any
rights, claims or entitlements I claim to have against the Employer and/or
Releasees, known and/or unknown, choate and/or inchoate, which I now have, own,
or hold, or claim to have, own or hold, or which I at any time heretofore had,
owned or held, or claimed to have, owned, at held, or which I at any time may
have, own, or hold, or claim to have, own or hold against the Employer and/or
Releasees, from the beginning of time to the date of this Agreement, by reason
of any claims arising from or related to my employment relationship with the
Employer or otherwise, any affiliate of the Employer and/or Releasees, and
termination of that employment relationship and any matters or allegations which
are the subject matter of the aforementioned allegations and contentions or
otherwise, including any claims arising from any alleged violation by Releasees
of any federal, state or local statutes, regulations, ordinances or common law
causes of action in law and in equity, (and all associated claims for attorneys'
fees) including but not limited to:
1. the Federal Age Discrimination in Employment Act of 1967, as amended,
which, among other things, prohibits discrimination in employment on
account of a person's age:
2. Title VII of the Civil Rights Act of 1964, as amended, which, among
other things, prohibits discrimination in employment on account of a
person's race, color, religion, sex or national origin;
3. 42 U.S.C. Sec. 1981, as amended, which, among other things, prohibits
certain race discrimination;
4. the Federal Equal Pay Act of 1963, which, among other things,
prohibits, under certain circumstances, discrimination in pay on the
basis of sex;
Dennis E. Schneider
April 26, 2001
Page -5-
5. the Federal Employee Retirement Income Security Act of 1974, as
amended, which, among other things, regulates pension and welfare
plans and, which, among other things, prohibits interference with
individual rights protected under the statute;
6. the Americans With Disabilities Act, as amended, which, among other
things, prohibits discrimination relating to employment on account of
a person's handicap or disability;
7. the Family and Medical leave Act, which, among other things, prohibits
taking adverse employment actions against eligible employees taking
leave from work for the birth and care of a child; placement of an
adopted or foster child; the care of a parent, spouse or child with a
serious health condition; or the care of the employee's own serious
health condition;
8. Executive Order 11246 (applicable to Federal Government contractors
and subcontractors), which, among other things, requires affirmative
action for and prohibits discrimination against individuals by reason
of race and sex.
9. the Vietnam-Era Veteran's Readjustment Assistance Act of 1974
(applicable to Federal Government contracts and subcontractors),
which, among other things, requires affirmative action for and
prohibits discrimination against individuals by reason of their status
as a veteran or a disabled veteran;
10. the Rehabilitation Act of 1973 (applicable to Federal Government
contracts and subcontractors), which, among other things, requires
affirmative action for and prohibits discrimination against
individuals by reason of handicap;
11. the Immigration and Nationality Act, as amended, which, among other
things, prohibits discrimination against employees because of
national origin or citizenship in hiring, recruitment, referral or
discharge;
12. the Uniform Services Employment and Reemployment Rights Act of 1944,
which among other things, prohibits discrimination on account of a
person's service in the uniformed services of the United States or any
state;
13. the New York State Human Rights law, as amended, which, among other
things, prohibits discrimination in employment on account of a
person's age, race, creed, color, national origin, sex, disability,
marital status or status as an ex-offender;
14. Section 194 of the New York State Labor Law, which, among other
things, prohibits, under certain circumstances, discrimination in pay
on the basis of sex;
Dennis E. Schneider
April 26, 2001
Page -6-
15. Section 201-d of the New York State Labor Law, which, among other
things, prohibits discrimination on account of a person's political
activities outside of working hours, a person's legal use of
consumable products, an individual's legal recreational activities
outside of working hours and an individual's membership in a labor
organization or exercise of rights under the National Labor Relations
Act, as amended;
16. Section 740 of the New York State Labor Law; which, among other
things, prohibits retaliatory action against an employee because of
"whistle-blower" activity;
17. any Federal, State or local law, rule, statute, ordinance, regulation,
executive order or guideline, including, but not limited to, those
laws specifically described above;
18. any oral or written contract of employment with the Employer, express
or implied, or any oral or written agreement, express or implied,
purporting to establish terms and conditions of employment or
addressing termination of employment; and
19. any other Federal, State or local common-law causes of action related
to Employee's employment with The Employer or separation from
employment with The Employer.
I ACKNOWLEDGE AND AGREE THAT THIS RELEASE SPECIFICALLY INCLUDES AND
RESOLVES ANY AND ALL CLAIMS (IN ADDITION TO THESE ABOVE) FOR RELATED COSTS
AND/OR ATTORNEYS' FEES.
Execution of this Agreement by me operates as a complete bar and defense
against any and all of my Claims against the Company, including but not limited
to Employer and/or the other Releasees. If I should hereafter assert any of my
Claims in any action, claim or proceeding against the Company or any of the
Releasees, this Agreement may be raised as and shall constitute a complete bar
to any such action, claim or proceeding and I agree that to the fullest extent
permitted by law, the Employer and/or the other Releasees may be entitled to set
off of the Separation Payment and other consideration given to me under this
Agreement, against any damages I may recover in any such action or proceeding.
The Employer's enforcement of its rights under this paragraph will not affect
the validity and enforceability of the releases, discharges and waivers
contained in this Agreement.
Dennis E. Schneider
April 26, 2001
Page -7-
Except as provided below, I agree to release and discharge Releasees not
only from any and all claims which I could make on my own behalf, but I also
specifically waive any right to become, and promise not to become, a member of
any class in any proceeding or case in which a claim or claims against Releasees
may arise, in whole or in part, from any event which occurred as of the date of
this Release. It is understood that if I, by no action of my own, become a
mandatory member of any class from which I cannot opt out by operation of law or
order of court, such mandatory class membership will not constitute a breach of
this Release.
I waive my right to monetary or other recovery should any federal, state or
local administrative agency pursue any claims on my behalf arising out of or
relating to my employment with and/or separation from employment with any of
Releasees. This means that by signing this General Release and Waiver, I will
have waived any right I had or have to bring a lawsuit or obtain recovery if an
administrative agency pursues a claim against any of the Releasees based on any
actions taken by any of the Releasees up to the date of the signing of this
General Release and Waiver, and that I Will have released the Releasees of any
and all claims of any nature arising up to the date of the signing of this
General Release and Waiver.
I acknowledge that I have not heretofore filed any claims against Releases
in a court of law. To the extent I had previously filed other claims, I agree to
take all steps necessary to dismiss that action with prejudice within ten (10)
business days of the Effective Date of this Agreement and I agree that claims
raised therein are released and waived by virtue of this Agreement. I further
agree that no other person, organization or entity acting on my behalf and with
my consent shall file such a claim against Releasees.
Should I file a claim against Releasees with an agency or tribunal other
than a court of law which claim arose prior to or on the date I signed this
Agreement and which claim related in any way to my employment with the Employer,
separation from employment with the Employer and/or any matters or allegations
related to my employment with the Employer, I agree to irrevocably and
unconditionally release, acquit, and forever discharge Releasees from any and
all liability which may result from that claim (including attorney's fees, costs
actually incurred, and liquidated damages), of any nature whatsoever, and will
not participate in any recoveries which may result from that claim. This release
includes, but is not limited to any claims arising from any alleged violation by
Releasees of any federal, state or local statutes, regulations, ordinances or
common law causes of action in law and in equity, including but not limited to,
these causes of action listed specifically above.
I agree that I will not voluntarily assist others in bringing any type of
claims against any of the Releases, involving any matter allegedly occurring
and/or occurring in the past up to the date of this Agreement or involving any
continuing effects of actions or practices which arose prior to the date of this
Agreement, or involving and based upon any claims, which are the subject of this
Agreement, unless otherwise required by law or legal process.
Dennis E. Schneider
April 26, 2001
Page -8-
I further agree that to my knowledge I have not sustained any disabling
personal injury and/or occupational disease during my employment with the
Company or due to the separation from that employment and that to my knowledge I
have no personal injury and/or occupational disease which as been contributed
to, or aggravated by my employment with the Company and/or the separation from
that employment.
I acknowledge that I have been advised I have twenty-one (2l) days to
consider this General Release and Waiver. I acknowledge that the Company has
advised me in writing of my right to consult with an attorney regarding the
legal consequences of this General Release and Waiver and that I have had an
opportunity to discuss the terms of this General Release and Waiver With an
attorney. I understand the legal consequences of this General Release and
Waiver. The Parties agree that any changes to this Agreement, material or
immaterial, will not restart the running of the twenty-one (21) day period
referenced herein.
I agree that neither this General Release and Waiver, nor the furnishing of
the consideration for this General Release and Waiver, shall be deemed or
construed at any time to be an admission by either the Employer or myself of any
improper or unlawful conduct.
I agree that this General Release and Waiver is confidential and agree not
to willfully disclose any information regarding the terms of this General
Release and Waiver, except to an attorney with whom I choose to consult
regarding this General Release and Waiver, my financial consultant, my spouse or
as required by law. I further agree that if I violate this provision of
confidentiality, I will repay the Employer the compensation paid and return the
value of the benefits delineated herein. Nothing contained in this Agreement
shall be deemed to restrict or prohibit me from responding to or complying with
any lawful subpoena or process of law, I agree to notify and authorize my
attorney to notify the Employer in writing within five (5) business days of my
or my agent's receipt of any subpoena, process of law or other request seeking
to discover a copy of this Agreement and will permit the Employer, alone or
through its designated representative, to review and investigate and, if
necessary, quash such subpoena or document request prior to any production
mandated by such document. The Company shall be responsible for legal fees,
costs, disbursements or other expenses in any such proceeding.
In further consideration of the payments and benefits specified above, I
agree that I will not disparage products of the Company. In addition, for a
period of one (1) year from the date hereof, I will not willfully reveal or
divulge to anyone, other than persons employed by the Company, confidential
information relating to customers, pricing, margins, trade secrets, unless such
information is readily ascertainable from published or trade sources.
Dennis E. Schneider
April 26, 2001
Page -9-
This Agreement is made and entered into in the State of New York and shall
in all respects be interpreted, enforced and governed under the laws of said
State without regard to its choice of law provisions, as well as the laws of the
United States of America. The language of all parts of this Agreement shall in
all cases be construed as a whole and according to its fair meaning. Should any
word, phrase, sentence, paragraph, clause or provision of this Agreement be
declared or be determined by any court to be illegal or invalid, the validity of
the remaining parts, terms or provision shall not be affected thereby and said
illegal or invalid part, term, or provision shall be deemed not to be a part of
this Agreement. The Parties agree that New York State courts have exclusive
jurisdiction over any claims or suits arising under this Agreement and that all
such suits must be brought in the appropriate state or federal court in New York
State.
This Agreement may be executed through the use of separate signature pages
is multiple originals and in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same Agreement,
binding on all Parties, notwithstanding that all Parties are not signatories to
the same counterpart. The Parties shall exchange original signed Agreements as
soon as practicable following delivery and execution as aforesaid.
BY SIGNING THIS GENERAL, RELEASE AND WAIVER, I STATE THAT:
A. I HAVE CAREFULLY READ IT.
B. I FULLY UNDERSTAND IT AND KNOW THAT I AM GIVING UP
IMPORTANT RIGHTS AS MORE PARTICULARLY DESCRIBED IN THE GENERAL RELEASE
AND WAIVER, AND PURSUANT TO ANY OTHER AGREEMENTS OR CONTRACTS I MAY
HAVE WITH THE COMPANY.
C. AGREE WITH EVERYTHING IN IT.
D. I HAVE BEEN ADVISED OF MY RIGHT TO CONSULT WITH AN ATTORNEY BEFORE
EXECUTING IT.
E. I HAVE BEEN GIVEN WHAT I CONSIDER TO BE MORE THAN A REASONABLE PERIOD
OF TIME TO REVIEW AND CONSIDER THIS GENERAL RELEASE AND WAIVER BEFORE
SIGNING IT, AND I UNDERSTAND THAT FOR A PERIOD OF SEVEN (7) DAYS AFTER
SIGNING IT, I MAY REVOKE MY ACCEPTANCE OF IT IN THE MANNER PROVIDED IN
THIS WAIVER AND RELEASE. I UNDERSTAND THAT NONE OF THE BENEFITS
PROVIDED FOR HEREIN WILL BE PAID UNTIL THE SEVEN DAY REVOCATION PERIOD
EXPIRES.
Dennis E. Schneider
April 26, 2001
Page -10-
F. HAVE SIGNED THIS GENERAL RELEASE AND WAIVER KNOWINGLY AND
VOLUNTARILY.
G. AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE AND WAIVER MAY NOT
BE AMENDED, WAIVED, CHANGED, OR MODIFIED EXCEPT BY AN INSTRUMENT IN
WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY.
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES
A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS
EMPLOYEE SIGNATURE: /s/ Dennis E. Schneider
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Dated: May 11, 2001
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STATE OF New York )
COUNTY of Broome ) ss:
I certify that on May 11, 2001, DENNIS E. SCHNEIDER personally came before me
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and acknowledged under oath, to my satisfaction, that this person, DENNIS E.
SCHNEIDER is named in and personally signed this document; and signed, sealed
and delivered this document as his act and deed.
/s/
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Notary Public
Dated: 4/27/01 On behalf of World Kitchen /s/ Craig A. Saline
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Craig A. Saline