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Executive Separation Waiver Agreement - Ford Motor Co. and Donald A. WInkler

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                      Executive Separation Waiver Agreement

1.   Employment Termination
     ----------------------

     On or about December 14, 2001, I (Donald A. Winkler;  sometimes referred to
     as "you") voluntarily  resigned all positions I held with Ford Motor Credit
     Company,  Ford Motor Company or any of their subsidiaries or affiliates.  I
     ratify and affirm that act,  and  voluntarily  resign all  positions I ever
     held as an officer, director or employee of Ford Motor Credit Company, Ford
     Motor Company,  or any of their  subsidiaries  or  affiliates.  The parties
     agree  that the  effective  date of this  resignation  is,  and  shall  be,
     December 31, 2001.

2.   Release of Employment Claims
     ----------------------------

     I waive, abandon and release any and all rights or claims of any kind I may
     have,  or my heirs,  executors,  agents or assigns may have,  against  Ford
     Motor Company, Ford Motor Credit Company, their affiliates or subsidiaries,
     their respective officers,  agents or employees (the "Company").  Except as
     provided in Section 3 below,  I agree not to start any  proceedings  of any
     kind  against  the  Company  relating  in any way to my  employment  or the
     termination of my employment and I agree to terminate any proceedings I may
     have begun or withdraw  from any I may be  participating  in relating to my
     employment.  This waiver and release  includes,  but is not limited to, any
     and all rights or claims,  whether  known or unknown,  I may have under the
     Age Discrimination in Employment Act ("ADEA") and any other federal,  state
     or local  civil  rights  laws or  regulations,  or any common  law  actions
     related  in any  way  to  employment  or  employment  discrimination.  This
     includes any claims for breach of employment  contract,  either  express or
     implied,  defamation,  slander,  libel,  wrongful  discharge,  constructive
     discharge or tort-based  claims,  including but not limited to, intentional
     or negligent infliction of emotional distress.

     The Company waives,  abandons and releases you, your heirs,  successors and
     assigns from any and all rights, liabilities or claims of any kind, whether
     known or unknown,  it has or may have against you through the date you sign
     this  agreement.  This  waiver and  release is limited in nature and scope.
     Excluded  from this waiver and release is any right,  claim,  liability  or
     lawsuit  that  relates to any  intentional  misconduct  by you as a Company
     employee  or  executive  that  caused  harm or  damage,  or any  conduct or
     behavior  by you as an  employee  or  executive  that was  inimical  to the
     interests of the Company and caused harm or damage to it.

3.  Rights or Claims That Survive
    -----------------------------

     I do not waive or  release  any  rights or claims I may have that may arise
     out of this  Agreement  or after this  Agreement  is signed or if it is not
     permitted by law, such as workers'  compensation  claims in some states.  I
     also do not waive and release any claims I may have against the Company for
     reimbursement  of  authorized  and  reasonable  expenses if the expense was
     incurred  prior to my  termination  date.

                                      -1-

<PAGE>

     Except as provided in Section 2, rights or claims that the Company may have
     against me shall also survive. Nothing in this Agreement shall be construed
     to affect the independent right and  responsibility of the Equal Employment
     Opportunity  Commission  ("EEOC")  or a  state  or  local  fair  employment
     practices agency acting as an EEOC referral agency to enforce ADEA. Signing
     this  Agreement  also will not interfere  with my right to file a charge or
     participate in an  investigation  or proceeding  conducted by the EEOC or a
     state or local fair  employment  practices  agency  with  respect to an age
     discrimination  claim or affect my right to challenge  the validity of this
     Agreement  under ADEA.  However,  I understand  that if a court upholds the
     validity  of this  Agreement,  I will have no  further  rights  to  recover
     damages for alleged age discrimination.

4.   Confidential Information
     ------------------------

     I agree to keep secret and retain in strictest  confidence,  and shall not,
     without the prior  written  consent of the Chief  Operating  Officer of the
     Company,  furnish, make available or disclose to any third party or use for
     my benefit or the benefit of any third party, any Confidential Information.
     As used in this Agreement  Confidential  Information  means any information
     relating  to the  business  or affairs of the  Company,  including  but not
     limited  to  information   relating  to  financial   statements,   customer
     identities,  potential customers,  employees, suppliers, servicing methods,
     equipment,  product  or  service  programs,  cycle  plans,  strategies  and
     information,  databases  and  information  systems,  and  analyses,  profit
     margins,  comparative or futuring studies or other proprietary  information
     used by the Company,  whether or not  generated by the Company or purchased
     by the Company through business consultants. Confidential Information shall
     not  include  any  information  in the public  domain or that is or becomes
     known  in  the  industry  through  no  wrongful  act on my  part.  I am not
     prohibited from disclosing  information  required to be disclosed by law or
     by a court,  and I may  disclose  information  to my lawyers and  financial
     advisors, provided that I notify such lawyers and financial advisors of the
     existence  of this  Section 4 and they agree to abide by it. I  acknowledge
     that the  Confidential  Information is vital,  sensitive,  confidential and
     proprietary to the Company. I acknowledge and agree that my promise to keep
     confidential the  Confidential  Information is reasonable and necessary for
     the protection of the Company's business interests, that irreparable injury
     will  result to the  Company if I break my promise and that the Company may
     not  have an  adequate  remedy  at law if I break or  threaten  to break my
     promise.  Accordingly,  I agree that in such  event,  the  Company  will be
     entitled to immediate temporary  injunctive and other equitable relief in a
     court of competent  jurisdiction,  without the necessity of showing  actual
     monetary  damages,  subject to a hearing as soon  thereafter  as  possible.
     Nothing contained herein shall be construed as prohibiting the Company from
     pursuing any other remedies available to it for failing to keep my promise,
     including the recovery of any damage which it is able to prove.

                                      -2-

<PAGE>

5.   Return of Company Materials Upon Termination
     --------------------------------------------

     I  acknowledge   that  all  written   materials  or  documents   containing
     Confidential  Information  prepared  by me or  coming  into  my  possession
     because of my employment  with the Company is and shall remain the property
     of the  Company.  I agree to return  to the  Company  all such  items in my
     possession, together with all copies, no later than seven days after I sign
     this agreement.  Further,  I promise and agree to return all other property
     owned by the Company no later than seven days after I sign this agreement.

6.   Business Reputation
     -------------------

     Each party to this Agreement  acknowledges that the business  reputation of
     the other is a valuable  asset of such other party.  Each party agrees that
     it shall take no action  following the execution of this agreement that can
     reasonably  be deemed to be  inimical  to the best  interests  of the other
     party,  including but not limited to:  publishing  material that disparages
     the other party, participating in interviews or making "leaks" to the press
     disparaging  the other  party or taking  action in any other  manner or way
     disparaging the other party.

7.   Miscellaneous
     -------------

     a.   If any provision of this Agreement is found to be  unenforceable,  the
          other terms will remain fully  enforceable.  This  Agreement  shall be
          governed by the laws of the State of Michigan, excluding its choice of
          law provisions.
     b.   As a former  executive,  the Company  agrees to indemnify,  defend and
          hold you harmless  from any claim or  liability to the maximum  extent
          authorized by Delaware law for acts that may have  occurred  while you
          were an  employee  of the  Company.  This  promise  is  subject to the
          requirements  of  Delaware  law  and  the  Company's   Certificate  of
          Incorporation.
     c.   As consideration  for the promises recited  throughout this agreement,
          the Company promises and agrees to pay you, in a single payment, a sum
          equal to fifteen (15) months of your base salary (total  $962,500.00),
          subject to withholding only for income tax, medicare, social security,
          any money you owe the Company for non-reimbursable Company credit card
          charges,  and as provided in 7.f. below. This sum will be delivered to
          you or your  designated  agent  within  three  days of the vote of the
          Company's Compensation and Options Committee approving this Agreement.
     d.   Also as  consideration  for the promises made by you  throughout  this
          agreement,  the Company will pay you, in a single payment, a sum equal
          to the value of your unused 2001 vacation days, subject to withholding
          only for income tax,  medicare and social security.  The parties agree
          that you have five unused  vacation days  remaining.  This sum will be
          calculated  based on your base salary and will be  delivered to you or
          your designated agent within twenty-nine days of the date you sign and
          deliver this Agreement.  This  subparagraph is not subject to approval
          by the Company's Compensation and Options Committee.

                                      -3-

<PAGE>


     e.   The Company promises and agrees to continue your health care insurance
          benefits  (including   prescription  drug  coverage)  for  six  months
          following  the date you sign and deliver  this  agreement  on the same
          basis as such benefits were provided to you immediately  prior to your
          termination  of  employment.  If you obtain a new full-time job before
          this six month period expires,  then this promise shall lapse, as soon
          as coverage by your new employer is effective,  and become null,  void
          and unenforceable.  At the expiration of the six-month period, you may
          elect  to  participate  in  Company  health  care  insurance  plans as
          provided by federal law (COBRA).  The terms of this  subparagraph  are
          not  subject to vote or  approval of the  Company's  Compensation  and
          Options   Committee  and  shall  become  effective   immediately  upon
          execution of this Agreement by you. Unless addressed elsewhere in this
          agreement,  you may not participate in any other executive or employee
          benefit plan, and by signing this agreement you agree to abandon those
          right or privileges.
     f.   The Company promises and agrees to permit you to continue to lease and
          use a motor  vehicle  that you now permit  your  daughter  to operate.
          Addendum "A" to this  agreement  describes the vehicle.  Consideration
          for the  continued  possession  and use of this  vehicle  through  the
          expiration of the lease  arrangement (the end of June 2003) shall be a
          single payment of the amount due and owing under the lease through its
          expiration.  By signing this  agreement  and promising to abide by its
          terms,  you authorize the Company to take this single payment from the
          money due you under subparagraph c. hereof. You also promise and agree
          to return this motor  vehicle to Ford Motor Company  immediately  upon
          the  expiration  of the  lease in a clean  and  acceptable  condition,
          reasonable wear and tear and accidental  damage excepted.  Through the
          end of the lease term,  the lease will continue to be an  "evaluation"
          lease  pursuant  to  which  the  Company  provides  the  insurance  in
          accordance with the lease terms, and the other lease terms also remain
          in  effect.  This  subparagraph  is not  subject  to  approval  by the
          Company's  Compensation  and  Options  Committee,   and  shall  become
          effective when you sign this Agreement.
     g.   As  further  consideration  for  the  promises  made  by you  in  this
          agreement the Company promises to transfer title and possession of the
          Jaguar  motor  vehicle  last  assigned to you while you worked for the
          Company  (currently in your possession).  This vehicle is described in
          Addendum  "B" to this  agreement.  The Company  will issue an IRS Form
          1099 based on the fair  market  value of the vehicle on the date title
          to the vehicle is delivered to you.
     h.   The  Company  will use its best  efforts to cause to be paid to you or
          your designated  agent all of the deferred  compensation  under all of
          the  Company's  deferred  compensation  plans no later  than March 31,
          2002,  subject to withholding only for income tax, medicare and social
          security.  This  subparagraph  is  not  subject  to  approval  by  the
          Company's Compensation and Options Committee.
     i.   Subject to the  approval  of the  Company's  Compensation  and Options
          Committee,  which is expected next to meet on or about March 13, 2002,
          the  Company  also  promises  and agrees to extend  that final date by
          which you may exercise  your rights to purchase its common stock under
          its existing  stock
                                      -4-

<PAGE>

          option plans.  You may exercise your rights to purchase  Company stock
          under the stock option plan for a period of eighteen months commencing
          the date you sign this  Agreement.  This  extended  right to  purchase
          Company stock under the stock option plans is limited to the number of
          shares  you had a vested  right to  purchase  under the plans when you
          delivered your resignation on December 31, 2001. Any right you have to
          purchase  Company  stock under the stock  option  plans shall  forever
          expire   eighteen   months  after  you  sign  this   Agreement.   This
          subparagraph  does not  extend  any right you had under the  Company's
          long- term incentive stock ownership plans.
     j.   You also  promise  and  agree to  cooperate  with the  Company  in the
          defense of any claims or lawsuits  now pending  against the Company or
          any that may be filed or served in the future.
     k.   The  Company  promises  and  agrees  promptly  to  cooperate  with you
          regarding the return of any personal  files  (electronic  or paper) or
          materials that belong to you.
     l.   You also promise  never in the future to seek  employment  of any kind
          with the Company or any of its subsidiaries.
     m.   You brought certain preexisting  Breakthrough Leadership ("Preexisting
          Materials")  training materials to the Company when you initially were
          employed. During your employment,  you were involved in development of
          additional Breakthrough  Leadership ("Additional  Materials") training
          materials.  In order to resolve our  respective  rights  regarding the
          Preexisting  Materials  and  the  Additional  Materials,  the  parties
          covenant and agree as follows:

          1.   You represent and warrant that you believe that you are the owner
               of all right,  title and  interest,  including but not limited to
               copyright interests,  in the Preexisting Materials you brought to
               the Company upon the commencement of your employment; and
          2.   You  acknowledge  that as between  you and the Company all right,
               title  and  interest,  including  but not  limited  to  copyright
               interests,  in the  Additional  Materials  developed  by you  and
               others during your  employment is and remains the property of the
               Company; and
          3.   You,  your  heirs,  successors  and assigns  hereby  grant to the
               Company  and its  suppliers  and dealers an  irrevocable  paid-up
               non-exclusive  license to all rights you have in the  Preexisting
               Materials for use in the Company's business and activities; and
          4.   Subject to your compliance with the terms of this Agreement,  the
               Company  assigns  and  grants  to  you  an  irrevocable   paid-up
               non-exclusive  license  to all  rights  it has in the  Additional
               Materials; and
          5.   These  licenses  shall  not  apply  to  Breakthrough   Leadership
               training  materials or portions thereof to which the parties have
               no right to grant a license and

                                      -5-

<PAGE>

          6.   You agree immediately to remove from the Additional Materials all
               references to the Company and its  subsidiaries  and  affiliates.
               You also  agree to  refrain  in the  future  from any  direct  or
               indirect  reference  to  the  Company  in  connection  with  your
               publication or use of these training materials; and
          7.   There shall be no  obligation  for either  party to transfer  any
               documents  or  other  tangible  items  to the  other  under  this
               Agreement.

     n.   The  Company  promptly  will  cooperate  with you and provide you on a
          reasonable  basis with any computer  media and  assistance you need to
          move  www.cyberwink.com to a new hosting company and server,  provided
          that this exercise does not involve  material  expense to the Company,
          and  provided  that you  refrain  now and in the future from using any
          Company trademark or trust mark on this website or elsewhere and agree
          to refrain  from using this website in any way that is contrary to the
          interests of the Company. A truthful, non-confusing,  non-disparaging,
          non-proprietary  use of the names of the Company,  for example, in the
          text of a  speech,  in a  resume,  or in  giving  an  example,  is not
          considered  the use of a trademark or trust mark. The parties will, in
          good faith,  use their best efforts to reach agreement  concerning the
          removal of information from the website within a reasonable time after
          you sign this  Agreement.  The  Company  grants to you an  irrevocable
          paid-up  non-exclusive  license  to all  rights  it has in the text or
          format of this site. You will keep all LTIP (performance stock rights)
          awards  granted to you prior to December 31,  2001,  which grants will
          earn their  performance  periods and pay out to you  accordingly.  You
          will  continue  to receive  dividend  equivalents  during  performance
          periods.
     o.   All of your restricted  stock, to the extent not already vested,  will
          be deemed  vested as of January 1, 2002 and the Company  promptly will
          transfer it to you in accordance  with your  instructions,  subject to
          share withholding, if permissible.
     p.   SSIP and BEP - You will  keep all  vested  SSIP and BEP in  accordance
          with the plan terms and have the  ability  to roll over the SSIP.  The
          Company  promptly  will permit you to  withdraw  these funds after the
          effective date of this Agreement.
     q.   Company has no objection  to use or copying by you,  NCLD or any other
          person or entity of materials  concerning learning  differences in the
          work place  prepared for use by Company,  provided that any references
          to Company are eliminated from such materials.

I acknowledge that:

     o    I have been  advised in writing to consult  with an attorney of my own
          choice  (and  not  related  to the  Company)  prior  to  signing  this
          Agreement and the Company strongly  recommends I do so. I have engaged
          counsel of my  choice,  and he has  advised  me fully  about my rights
          under this agreement;

                                      -6-

<PAGE>


     o    I have not relied on any  statements,  promises or  agreements  of any
          kind made to me in connection  with my decision to sign this Agreement
          except for those terms set forth in the  summary  and this  Agreement;
          and

     o    I have  been  given  at  least  21  calendar  days  to  consider  this
          Agreement. I may revoke this Agreement with seven calendar days of the
          date I sign  it in  which  event  I will  not  receive  the  executive
          separation benefit, but my employment will be terminated regardless. I
          may sign this  Agreement  at any time  prior to the 21  calendar  days
          after which the seven  calendar day  revocation  period will commence.
          This  Agreement  shall not become  effective  or  enforceable  and the
          Company  is not  obligated  to meet  any of its  promises  under  this
          agreement until after the revocation period has expired.
     o    Unless  otherwise  specifically  noted in this text, this Agreement is
          subject to vote and approval of the Company's  Compensation and Option
          Committee.  The Company's Chief of Staff  personally will present this
          text to the  Committee  when it next meets and will urge the Committee
          to adopt and  approve  the terms of the  Agreement.  If the  Committee
          fails or refuses to adopt and approve all terms of this Agreement, the
          Company agrees to identify the Committee's concerns,  disclose them to
          you and  attempt in good faith to  negotiate a new  agreement  that is
          acceptable to the Committee and you. At this time,  the Company has no
          reason  whatsoever  to  believe  that  its  Compensation  and  Options
          Committee will not approve the Agreement in its entirety.

By  signing  below,  I  voluntarily  agree to the terms and  conditions  of this
Agreement.


/s/Donald Winker                                     2/4/02
-----------------------------------             -----------------
Donald Winkler                                       Date

ACCEPTED and agreed to by:

Ford Motor Company:

By: /s/ John Rintamaki                               2/5/02
    -------------------------------             -----------------
Title: SECRETARY                                     Date
       ----------------------------------------------------------

Ford Motor Credit Company:

By: /s/Peter Sherry, Jr.                             2/5/02
    -------------------------------             -----------------
Title: ASSISTANT SECRETARY                           Date
    -------------------------------------------------------------

                                      -7-

<PAGE>

                                   Addendum A


The following is the vehicle referred to in paragraph 7(f):

001 Focus SE 4-DR Wagon (Twilight Blue/Med. Parchment Cloth)
Vehicle Identification Number: 1FAHP3638 1W352314
Tag No.: 784L151
Plate: CSS2466 (OH) Plate Expiration: 2/20/02
Lease Fee: $278.16/mo. (two-year lease commitment)
In-Service Date: 06/26/01

<PAGE>

                                   Addendum B


The following is the vehicle referred to in paragraph 7(G)

2001 Jaguar VDP Supercharged (Topaz/Ivory Leather)
Vehicle Identification Number:  SAJDA25BX 1MF35775
Tag No.: 010E069
Plate: UEL918 (MI)
In-Service Date: 05/21/01