Severance Agreement - Maytag Corp. and Joseph F. Fogliano
August 10, 1995
Joseph F. Fogliano
1310 Golf View Lane
Newton, Iowa 50208
Dear Joe,
This letter will confirm your separation from the Maytag Corporation, outline
your separation benefits, and offer you enhanced benefits available to you
contingent upon your agreement to certain conditions.
Your employment with Maytag Corporation will terminate effective August 31, 1995
(the date of separation). You will resign all officer positions held with
Maytag Corporation and any of its subsidiary and associated companies effective
August 31, 1995. Your last day worked will be Thursday, August 10, 1995.
I. As a former executive, you will receive:
1. Salary through August 31, 1995, less normal withholdings, payable that
date.
2. Vacation pay based on unused, but accrued, vacation hours computed and
payable as of August 31, 1995, less applicable withholdings.
3. Maytag Salary Savings Plan 401(k) match through August 31, 1995.
4. The opportunity to withdraw all sums from the Maytag Salary Savings
Plan 401(k), the Employee Stock Ownership Plan, Employee Stock
Purchase Plan, Capital Accumulation Plan, or other similar plan, as
applicable under the plan, upon the date of separation.
5. The opportunity to exercise stock options (vested to you as of
August 31, 1995) in accordance with the plan.
6. The opportunity to continue health coverage, at your full expense,
under COBRA, effective as of the date of separation.
7. The opportunity to convert your group health and life coverage to
individual coverage, at your full expense, effective as of the date of
separation.
You should contact Clark Benning at (515) 246-4016 to determine what options you
have in the Executive Life Insurance Program.<PAGE>
II. Provided you sign the attached agreement and return it to Jon Nicholas on
or before 5:00p.m. Friday, September 1, 1995, and you do not revoke your
decision within seven (7) days after our receipt of that document, Maytag offers
you in addition to the items outlined in Item I above the following enhanced
separation benefits:
1. Severance Pay - You will receive twelve (12) monthly payments
equivalent to your monthly payroll rate as of the date of separation
($33,750) less applicable withholdings. These payments will be made at
the end of each month beginning in September, 1995 and ending in
August, 1996. During this time period, you will not be a Maytag
employee and you will not be expected or authorized to perform any
services for Maytag Corporation or any of its companies.
2. Benefits Continuation - Maytag will provide at no cost to you the
benefits outlined above in Item I.6. You will be eligible for this
enhanced benefit until the earlier of (a) August 31, 1996, (b) your
becoming a full-time employee of another employer, or (c) your
becoming eligible for Medicare. The level of benefits provided will
be according to the applicable plans.
3. Annual Incentive Compensation - Your 1995 annual incentive opportunity
will be prorated as of August 31, 1995 based on your ending base
salary, your plan opportunity of 66%, an individual performance factor
of 100%, and a projected corporate performance rating of 65%. This
proration totals $115,830 and will be payable, less applicable
withholdings, September 30, 1995.
4. Stock Incentive Award Plan - Rather than forfeiture of all your shares
of Restricted Stock and Restricted Stock Units under this plan, you
will receive a payment equivalent to but in lieu of all such shares
and units held by you as of August 31, 1995, prorated as of that date
based on the preceding 40-day average closing stock price, and the
following projected achievements: 1993 - 120%, 1994 - 100%, and 1995
- 60%. This proration is estimated to total $610,300 and will be
payable, less applicable withholdings, September 30, 1995.
5. Capital Accumulation Plan - If you request, and your request is
approved by Maytag, you will be allowed to withdrawal your CAP balance
in a lump sum.
6. Sale of Residence - Maytag will assist you in the sale of your
residence in Newton, Iowa through its third party relocation program.
7. Relocation Expense - Maytag will pay for the relocation of your
household goods currently located in Newton, Iowa per the applicable
provisions of the attached Maytag Relocation Policy to a location of
your choice within the continental United States provided the move
takes place prior to November 30, 1995. Alternatively, Maytag will at
your request pay for the movement of such household goods to storage
for up to six months (but will not pay for movement out of storage).
<PAGE>
8. Temporary Living Expenses - Maytag will provide to you a payment of
$24,000 less applicable withholdings. This payment is intended to
assist you with approximately six months of temporary living expenses
following the date of separation.
9. Outplacement - Maytag will provide you with outplacement services
through Hardy Freeman & Associates, or other such service of your
choice with Maytag approval, not to exceed 15% of your ending base
salary.
10. Executive Appliances - You may retain the appliances you have under
the Executive Appliance Test Program.
We trust that you will agree with this proposal to provide you with enhanced
benefits not otherwise available. If so, please sign and return the enclosed
Agreement to Jon Nicholas no later than 5:00 p.m. Friday, September 1, 1995, the
date on which this offer will expire if not accepted by you.
Should you have any questions regarding this matter, please let me know.
Sincerely,