{"id":40451,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-and-general-release-alliant-techsystems4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-and-general-release-alliant-techsystems4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-and-general-release-alliant-techsystems4.html","title":{"rendered":"Separation Agreement and General Release &#8211; Alliant Techsystems Inc. and John L. Lotzer"},"content":{"rendered":"<pre>                    SEPARATION AGREEMENT AND GENERAL RELEASE\n\n------------------------------------------------------------------------------\n\nThis Separation Agreement and General Release (Agreement), is made and entered\ninto this day of 30 September 1999, by and between John L. Lotzer ('you'), a\n                 --\nresident of the state of Minnesota and Alliant Techsystems Inc. ('Alliant'), a\nDelaware corporation with its principal place of business in Hopkins, Minnesota.\nYou and Alliant have agreed that your employment will conclude as provided in\nthis Agreement and, in connection with the termination of your employment,\nAlliant has agreed to provide you with certain payments to which you would not\nbe entitled absent your execution of this Agreement.  Further, you and Alliant\ndesire to settle any and all disputes related directly or indirectly to your\nemployment by Alliant and\/or your termination from employment, in accordance\nwith the terms and conditions set forth in this Agreement.  Therefore, in\nconsideration of the mutual covenants and agreements set forth in this Agreement\nand other good and valuable consideration, the receipt and sufficiency of which\nare hereby acknowledged, you and Alliant agree as follows:\n\n1.   Termination of Employment.\n     ------------------------- \n\n(a)  Effective as of the close of business on December 31, 1999:\n\n     (i)   you will no longer be an employee of Alliant and, except as otherwise\n           set forth in this Agreement, or as set forth in the applicable\n           employee benefit plan, all of your privileges as an Alliant employee\n           will end; and\n\n     (ii)  you acknowledge and agree that you voluntarily resign from the office\n           of Vice President - Tax and Investments of Alliant.\n\n(b)  Effective as of the close of business on September 30, 1999:\n\n     (i)      except as otherwise set forth in this Agreement or as otherwise\n           mutually agreed between you and Alliant, you will cease to have any\n           signature authority or management authority previously delegated to\n           you as an employee of Alliant; and\n\n     (ii)     you acknowledge and agree that you voluntarily resign as Vice\n           President and Treasurer of Alliant International Holdings Inc. and as\n           a director of Alliant Techsystems Foreign Sales Corporation B.V.\n\n2.   Payments.\n     -------- \n\n(a)  In connection with your termination of employment, Alliant will provide you\nthe following payments and benefits:\n\n          (i)   Weekly Severance. Alliant will pay to you the sum of $30,001.85\n                ----------------   \n              as Severance Payments. This severance amount will be paid in\n              accordance with Alliant's normal payroll disbursements beginning\n              on October 1, 1999 and ending December 31, 1999. Alliant will\n              withhold required deductions, including deductions for applicable\n              state and federal taxes, social security and all other standard\n              deductions. This amount will be considered 'Earnings' or\n              'Recognized Compensation' for purposes of Alliant's qualified and\n              non-qualified employee benefit plans.\n\n          (ii)  Additional Non-Severance Payment.  Alliant will pay to you an\n                --------------------------------\n              additional sum of $15,000.00: This amount will be paid to you on\n              or about December 31, 1999. Alliant will withhold required\n              deductions,\n\n \n              including deductions for applicable state and federal taxes,\n              social security and all other standard deductions. This amount\n              will be considered 'Earnings' or 'Recognized Compensation' for\n              purposes of Alliant's qualified and non-qualified employee benefit\n              plans.\n\n     (iii)       Executive Outplacement Services.  You will be entitled, at the\n                 -------------------------------\n              expense of Alliant, to receive outplacement services (from a\n              nationally recognized firm of your selection), up to a total\n              amount, not to exceed 15% of your annual base salary, which amount\n              is calculated to be $19,500.00, upon presentation of an invoice\n              for the costs thereof which are (a) not paid for by a prospective\n              or subsequent employer, and (b) incurred prior to January 31,\n              2000.\n\n     (iv)        Accrued but Unused Vacation.  As soon as administratively\n                 ---------------------------\n              feasible after your Lay Off date (September 30, 1999) as set forth\n              above, or as dictated by state law, Alliant will pay to you any\n              amount owed to you of accrued and unused vacation. This sum will\n              be paid regardless of whether you execute this Agreement. Vacation\n              time will not be earned or accrued during the period October 1\n              through December 31, 1999.\n\n     (v)         Employee Benefit Plans.  Your rights to benefits under all\n                 ----------------------\n              other Alliant employee benefit plans will be governed by the terms\n              of such plans.\n\n     (vi)        MIP.  You will be eligible to receive a Management Incentive\n                 ---\n              Plan (MIP) payment for the 6 Month Portion of Fiscal Year 2000\n              that you were an active employee, i.e., the period from April 1,\n              1999 through September 30, 1999. Such payment will be based on the\n              performance criteria already agreed upon between you and Alliant\n              prior to the beginning of such 2000 Fiscal Year and actual\n              individual and corporate performance. This amount will be paid in\n              a single lump sum payment in cash at the same time as all other\n              MIP participants receive payment. This amount will be considered\n              'Earnings' or Recognized Compensation' for purposes of Alliant's\n              qualified or non-qualified employee benefit plans.\n\n     (vii)       Stock Option.  Non-vested stock options shall be forfeited\n                 ------------\n              effective on you termination date. Vested stock options are\n              exercisable for a period which is equal to the lesser of a) three\n              (3) years from your termination date as set forth in paragraph 1,\n              or b) the stock option's normal expiration date, whichever is\n              sooner. You have 6,499 vested options.\n\n     (viii)      Performance Shares.  Performance Shares covered by the May 10,\n                 ------------------\n              1999 letter from Paul David Miller are canceled.\n\n     (ix)        Executive Life Insurance.  The Executive Life Insurance Plan in\n                 ------------------------   \n              which you are currently covered will be continued at its current\n              amount and under its current terms through December 31, 1999, and\n              Alliant will not maintain it in effect thereafter. It is\n              understood that the policy shall be transferred to you on such\n              date but that any cash surrender value remaining on December 31,\n              1999 will not be transferred to you.\n\n     (x)         Income Security Plan. As of the date hereof, you waive any and\n                 --------------------\n              all right to receive payments and\/or benefits under, and release\n              Alliant from any and all obligation to you under, Alliant's Income\n              Security Plan (the 'Income Security Plan'), and agree that you\n              shall not be deemed a Participant (as defined in the Income\n              Security Plan) for any purpose.\n\n     (xi)        Financial Planning.  You will continue to be eligible to\n                 ------------------\n              receive benefits under the ATK Financial Planning Program until\n              December 31, 1999.\n\n \n(b)  Except as provided above, or as provided in Attachment 1 or as provided in\n     a Consulting Agreement to be entered into effective January 1, 2000, you\n     acknowledge that you have received all other compensation and benefits due\n     and owing to you from Alliant and that you have no further claim to any\n     compensation or employee benefits from Alliant. You acknowledge that you\n     are not entitled to the payment in paragraph 2(a)(i) and (ii) above unless\n     you sign this Agreement and that Alliant has agreed to provide this payment\n     solely as consideration for your signing this Agreement.\n\n3.   Your Death.  Alliant agrees that the compensation described in paragraph\n     -----------                                                             \n2(a)(i) and (ii) above will be paid to your estate in the event of your death,\non the condition that you have signed this Agreement and have not exercised your\nright to rescind.\n\n4.   Unemployment Compensation.  Alliant agrees not to challenge your \n     -------------------------  \nentitlement to unemployment compensation benefits as provided by law.\n\n5.   Attorneys' Fees and Expenses.  You agree that you are responsible for \n     ----------------------------                                         \npayment of all of your own attorneys' fees and expenses incurred in conjunction\nwith the review of this Agreement and resolution of any and all claims you may\nhave against Alliant.\n\n6.   Confidential Information.  You acknowledge that in the course of your\n     ------------------------                                             \nemployment with Alliant or any of its predecessor companies, you have had access\nto confidential information and trade secrets relating to business affairs of\nAlliant and\/or its predecessor or related companies and entities. You agree that\nyou will maintain the confidentiality of Alliant's confidential information\nand\/or trade secrets. You agree that at no time following your execution of this\nAgreement, will you disclose or otherwise make available to any person, company\nor other party confidential information or trade secrets. This Agreement shall\nnot limit any obligations you have under any other Alliant confidentiality\nagreement or applicable federal or state law.\n\n7.   Return of Alliant Property.  You acknowledge that prior to your last day of\n     -------------------------- \nactive employment, you will return all property owned by Alliant which is in\nyour possession, including, but not limited to, any company credit card (or\ncredit card on which Alliant is a guarantor), computer, telephone, pager, fax or\nprinter. Further, you agree to repay to Alliant the amount of any permanent or\ntemporary advances previously made to you by Alliant which remain outstanding\nand any balance owing on any credit cards of any moneys due and owing Alliant or\nfor which Alliant is a guarantor.\n\n8.   Release. You fully release and discharge the companies and individuals\n     -------                                                               \nlisted below from all liability for damages or claims of any kind arising out of\nany action, inaction, decision, or event occurring through the date of your\nexecution of this Agreement:\n\n.  Alliant, and its predecessor companies;  .  Alliant's current and\n.  All companies owned by, connected with,     former Directors, Officers, \n   or affiliated with Alliant; and             Managers, Employees Agents, \n                                               Insurers, Counsel, and\n                                               Shareholders.            \n\n          You understand that you are giving up any and all manner of actions or\ncauses of actions, suits, debts, claims, complaints, or demands of any kind\nwhatsoever, whether direct or indirect, fixed or contingent, known or unknown,\nin law or in equity, that you have or may have for claims arising under or based\non, but not limited to, the:\n\n \n \n                                                               \n.  Minnesota Human Rights Act, Minn. Stat. (SS)                  .  Family and Medical Leave Act, 29 U.S.C. (SS) 2601, et seq.; \n   363.01, et seq. or any other similar state statute            .  National Labor Relations Act, 29 U.S.C. (SS) 151, et seq.;\n   applicable in your state of residence;                        .  Occupational Safety and Health Act, 29 U.S. C. (SS) 651, et \n.  Age Discrimination in Employment Act, 29 U.S.C. (SS)             seq.;      \n   621, et seq., as amended by the Older Workers                 .  Rehabilitation Act, 29 U.S.C. (SS) 701 et seq.;   \n   Benefit Protection Act;                                       .  Title VII, as amended by the Civil Rights Act of 1991, 42 U.S.C \n.  Americans with Disabilities Act, 42 U.S.C. (SS)                  (SS) 2000e, et seq.;                                            \n   12101, et seq.;                                               .  Worker Adjustment and Retaining Notification Act of 1988, 29    \n.  Employee Retirement Income and Security Act, 29                  U.S.C. (SS) 2101, et seq.; or                                   \n   U.S.C. (SS) 1001, et seq.;                                    .  Any other federal, state or local law, including any attorneys' \n.  Fair Labor Standards Act, 29 U.S.C. (SS)  201, et seq.;          fees that could be awarded in connection with these or any  \n                                                                    other claims.                                      \n \n\n     You further understand that this Agreement extends to, but is not limited\nto, all claims that you have or may have in contract or tort theories. This\nincludes, but is not limited to, the following potential claims:\n\n\n                                                              \n.  Wrongful discharge, or wrongful discharge in                  .  Retaliation, or  intentional or negligent infliction of \n   violation of public policy;                                      emotional distress;               \n.  Breach of contract, breach of an express or implied           .  Defamation (including all forms of libel, slander, and \n   promise, breach of the implied covenant of good                  self-defamation);  \n   faith and fair dealing, or breach of fiduciary duty;          .  Negligent hiring, retention or supervision; and\/or \n.  Interference with contractual relations;                      .  Any other claim otherwise based on any theory, whether  \n.  Promissory estoppel;                                             developed or undeveloped, arising from or related to your\n.  Breach of employee handbooks, manuals or other policies;         employment or the termination of  your employment with Alliant,\n.  Assault or battery;                                              or any other fact or matter occurring prior to your execution \n.  Intentional or negligent misrepresentation, or                   of this Agreement.\n   fraud;                                                                                                               \n \n\n     You further agree that you will not institute any claim for damages,\nor any other relief, nor request any other party or entity, to institute any\nclaim for damages on your behalf. You understand that you waive your right to\nmoney damages or other legal or equitable relief awarded as a result of any\nclaim filed on your behalf by any other person, entity or governmental agency.\n\n9.   Consideration Period.  You have been informed that the terms of this\n     ---------------------                                               \nAgreement shall be open for consideration by you for a period of at least forty\nfive (45) calendar days after the date set forth above, during which time you\nmay consider whether or not to accept this Agreement and seek legal counsel to\nadvise you of your rights. You agree that changes to this Agreement, whether\nmaterial or immaterial, will not restart this acceptance period. You further\nunderstand that you are not required to take the entire forty five (45) day\nperiod to decide whether you wish to execute the Agreement and that you may do\nso on an accelerated basis without prejudice to your own or Alliant's rights\nunder this Agreement.\n\n10.  Right to Rescind.  You understand that you have the right to rescind this\n     -----------------                                                        \nAgreement for any reason by informing Alliant of your intent to rescind this\nAgreement within fifteen (15) calendar days after you sign it. You understand\nthat this Agreement will not become effective or enforceable unless and until\nyou execute the Agreement and the applicable rescission period has expired. Any\nsuch rescission must be in writing and hand-delivered to the person listed below\nor, if sent by mail, must be received by such person within the applicable time\nperiod, sent by certified mail, return receipt requested, and addressed as\nfollows:\n\n \n                    Sandy Ketchmark, MN11-1025\n                    Alliant Techsystems\n                    600 2\/nd\/ Street NE\n                    Hopkins, MN  55343\n\nIn the event that you effectively rescind the Agreement, neither you nor Alliant\nwill have any rights or obligations whatsoever under this Agreement. Any\nrescission, however, does not affect your termination of employment from\nAlliant, effective as of the date set forth in paragraph 1.\n\n11.  Effective Date.  This Agreement does not become effective until sixteen\n     --------------                                                         \n(16) calendar days after you sign it and return it to the person named above and\nthen only if it has not been rescinded by you under the procedures of paragraph\n10.\n\n\n12.  No Admission.  This Agreement is not an admission by Alliant that any of \n     ------------                                                     \nits actions or inactions are unjustified, unwarranted, discriminatory, wrongful\nor in violation of any federal, state or local law and this Agreement shall not\nbe interpreted as such. Alliant disclaims any liability to you or any other\nperson on the part of itself and\/or its current or former directors, officers,\nemployees, representatives, and agents. You agree and acknowledge that this\nAgreement shall not be interpreted to render either party to be a prevailing\nparty for any purpose including, but not limited to, an award of attorney's fees\nunder any statute or otherwise.\n\n13.  Effect of Breach.  In the event that you breach any provision of this\n     ----------------                                                     \nAgreement, Alliant will have no further obligations under paragraph 2(a)(i) and\n(ii) of this Agreement.  You agree that in the event of your breach Alliant will\nbe entitled to repayment of all moneys paid to you under such section together\nwith the attorneys' fees and costs incurred to collect the money and to seek\ninjunctive relief.\n\n14.  No Adequate Remedy.  You agree that it is impossible to measure in money\n     ------------------                                                      \nall of the damages which will accrue to Alliant by reason of your breach of any\nof your obligations under this Agreement. Therefore, if Alliant shall institute\nany action or proceeding to enforce the provisions hereof, you hereby waive the\nclaim or defense that Alliant has an adequate remedy at law, and you shall not\nraise in any such action or proceeding the claim or defense that Alliant has an\nadequate remedy at law.\n\n15.  No Assignment.  This Agreement is personal to you and may not be assigned\n     -------------                                                            \nby you.\n\n16.  Enforceable Contract.  This Agreement shall be governed by the laws of the\n     ---------------------                                                     \nState of Minnesota. If any part of this Agreement is construed to be in\nviolation of any law, such part shall be modified to achieve the objective of\nthe parties to the fullest extent permitted and the balance of this Agreement\nshall remain in full force and effect.\n\n17.  Entire Agreement.  You agree that this Agreement contains the entire\n     -----------------                                                   \nagreement between you and Alliant with respect to the subject matter hereof and\nthere are no promises, undertakings or understandings outside of this Agreement,\nexcept with respect to your continued requirement to not reveal confidential,\nsecret or top secret information, patent, trademark or similar matters and as\nspecifically set forth herein. This Agreement supersedes all prior or\ncontemporaneous discussions, negotiations and agreements, whether written or\noral, except as specifically set forth herein. Your right to payments or\nemployee benefits from Alliant are specified exclusively and completely in this\nAgreement. Any modification or addition to this Agreement must be in writing,\nsigned by an officer of Alliant and you.\n\n18.  Acknowledgment.  You affirm that you have read this Agreement, and have had\n     ---------------                                                            \nadequate time to consider the terms of the Agreement. Further, you have been\nadvised that you should consult with an attorney prior to signing this\nAgreement. You acknowledge that the provisions of this\n\n \nAgreement are understandable to you and to the extent that you have not\nunderstood any section, paragraph, sentence, clause or term, you have taken\nsteps to ensure that it was explained to you. You have entered into this\nAgreement freely and voluntarily.\n\nIN WITNESS WHEREOF, the parties have executed this Agreement by their signatures\nbelow.\n\nEmployee -\n\nDated:  September 30, 1999                    John L. Lotzer - [social security\n                                                               number]\n\n                                                 \/s\/ John L. Lotzer\n                                                 ------------------\n                                                  Your signature\n********************************************************************************\n\nHR Administrator -\n\nDated: September 30, 1999                    Alliant Techsystems Inc.\n\nRobert E. Gustafson  \/s\/ RG                  \/s\/ Scott S. Meyers\n---------------------------                  -------------------\n(Print name)                                 Signature\n\n                                             Vice President &amp; CFO         \n                                             --------------------   \n                                             Title\n\n \n                                 Attachment 1\n                                 ------------\n\n[This agreement, which is intentionally omitted, provides Mr. Lotzer with the\nopportunity to earn incentive compensation aggregating up to a maximum of\n$262,000 if certain predetermined results are achieved in connection with\nprojects assigned to Mr. Lotzer. Any such incentive compensation will be paid\nwithin 60 days of achieving the predetermined results, and will not be\nconsidered 'Earnings' or 'Recognized Compensation' for purposes of the\nregistrant's qualified and non-qualified employee benefit plans.]\n\n \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6632],"corporate_contracts_industries":[9474],"corporate_contracts_types":[9539,9551],"class_list":["post-40451","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alliant-techsystems-inc","corporate_contracts_industries-aerospace__ordnance","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40451","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40451"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40451"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40451"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40451"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}