{"id":40719,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/termination-agreement-home-depot-u-s-a-inc-and-mark-r-baker.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-agreement-home-depot-u-s-a-inc-and-mark-r-baker","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/termination-agreement-home-depot-u-s-a-inc-and-mark-r-baker.html","title":{"rendered":"Termination Agreement – Home Depot U.S.A. Inc. and Mark R. Baker"},"content":{"rendered":"
TERMINATION AGREEMENT & RELEASE<\/font><\/p>\n\n
             This\nis an Agreement between Home Depot U.S.A., Inc. (the \u0093Company\u0094) and Mark R.\nBaker (the \u0093Executive\u0094).<\/font><\/p>\n\n
             WHEREAS,<\/font><\/b> the Executive intends to resign from the Company;\nand,<\/font><\/p>\n\n
             WHEREAS,<\/font><\/b> the Company and the Executive intend the terms and\nconditions of this Agreement to govern all issues related to the Executive\u0092s\nemployment and resignation from the Company; and,<\/font><\/p>\n\n
             WHEREAS,<\/font><\/b> the Executive acknowledges that he has been given a\nreasonable period of time, up to and including twenty-one (21) days, to\nconsider the terms of this Agreement; and,<\/font><\/p>\n\n
             WHEREAS,<\/font><\/b> the Company advised the Executive in writing to\nconsult with a lawyer before signing this Agreement; and,<\/font><\/p>\n\n
             WHEREAS,<\/font><\/b> the Executive has represented and hereby reaffirms\nthat he has disclosed to the Company any information in his possession\nconcerning any conduct involving the Company or its affiliates that he has any\nreason to believe involves any false claims to the United States or is or may\nbe unlawful or violates Company policy in any material respect; and,<\/font><\/p>\n\n
             WHEREAS,<\/font><\/b> the Executive acknowledges that the consideration\nprovided him under this Agreement is sufficient to support the releases\nprovided by him under this Agreement; and,<\/font><\/p>\n\n
             WHEREAS,<\/font><\/b> the Executive represents that he has not filed any charges,\nclaims or lawsuits against the Company involving any aspect of his employment\nwhich have not been terminated as of the date of this Agreement; and,<\/font><\/p>\n\n
             WHEREAS,<\/font><\/b> the Executive understands that the Company regards\nthe representations by him as material and that the Company is relying on these\nrepresentations in entering into this \nAgreement,<\/font><\/p>\n\n
NOW, THEREFORE,<\/font><\/b> the Company and the Executive agree as follows:<\/font><\/p>\n\n
1.          Employment\nStatus and Termination Date.<\/u>  The\nExecutive shall continue as an active employee of the Company through August\n31, 2001.  Executive shall then be\nplaced on a paid Leave of Absence (\u0093LOA\u0094) commencing on September 1, 2001 and\nextending through the earlier of either (a) August 31, 2002 or (b) Executive\u0092s\nacceptance of employment outside the Company. \nIf Executive accepts other employment, the paid LOA will end immediately\nand Executive will be placed on an unpaid LOA, without pay or benefits, until\nAugust 31, 2002.  Executive\u0092s last day\nof employment (\u0093Termination Date\u0094) will be August 31, 2002, or as otherwise\nprovided in paragraph 10 below. \nExecutive will notify the Company, in writing, as soon as he has\naccepted employment outside the Company. \nExecutive shall not accrue any vacation days or credit subsequent to\nAugust 31, 2001.<\/font><\/p>\n\n\n\n\n

\n2.          Annual\nSalary.<\/u>  Executive shall continue at\nhis current salary level during the paid LOA.<\/font><\/p>\n\n
3.          Annual\nBonus.<\/u>  Executive shall be paid a\nbonus for the Company\u0092s 2001 fiscal year ending in 2002, equal to 100% of his\ncurrent annual salary, such payment to be paid at the same time as the Company\nnormally pays its other executive officers their bonuses.  This bonus payment will be contingent upon\nExecutive executing an additional release, the same as set forth in paragraph 7\nbelow, covering the period between the Effective Date of this Agreement through\nAugust 31, 2001.<\/font><\/p>\n\n
Executive shall not be entitled to any\nbonus for the Company\u0092s 2002 fiscal year ending in 2003.<\/font><\/p>\n\n
4.          Benefits.<\/u>  The Executive will be eligible to continue\nto participate in the Company\u0092s employee benefit plans and programs during the\npaid LOA.  Provided that Executive does\nnot breach any of the terms of this Agreement, the Company agrees that as of\nJune 29, 2001, the $170,000 of the original outstanding principal balance and\nany related accrued interest thereon that Executive owes the Company under the\nPromissory Note dated December 29, 2000, shall be forgiven and forever\ndischarged.  The Company shall reimburse\nExecutive for any federal and state taxes paid by him due to the cancellation\nof such indebtedness, on a fully tax grossed-up basis.<\/font><\/p>\n\n
5.          Stock\nOptions.<\/u> All of Executive\u0092s outstanding, non-vested stock options will vest\nin accordance with the terms of the original grant except that none of such\noptions shall vest after the Termination Date. \nAll of Executive\u0092s vested stock options must be exercised within 90 days\nof the Termination Date.  Executive\nshall not be eligible to receive any stock option grants subsequent to August\n31, 2001.<\/font><\/p>\n\n
6.          Outplacement\nServices.<\/u>  The Company shall provide\noutplacement services for the Executive during the paid LOA.  Such services shall be provided through an\nagency selected by the Company. \nServices shall include the reasonable costs of office space, use of\nequipment, such as a personal computer, copier, phone, fax machine, and\nadministrative support.<\/font><\/p>\n\n
7.          Release\nof Claims.<\/u> The Executive and his heirs, assigns, and agents release, waive\nand discharge the Company and its past and present directors, officers,\nemployees, subsidiaries, affiliates, and agents from each and every claim,\naction or right of any sort, known or unknown, arising on or before the\nEffective Date.<\/font><\/p>\n\n
\n
(a)         The foregoing release includes, but is\nnot limited to, any claim of discrimination on the basis of race, sex,\nreligion, marital status, sexual orientation, national origin, handicap or\ndisability, age, veteran status, special disabled veteran status, or\ncitizenship status; any other claim based on a statutory prohibition; any claim\narising out of or related to an express or implied employment contract, any other\ncontract affecting terms and conditions of employment, or a covenant of good\nfaith and fair dealing.<\/font><\/p>\n<\/dir>\n\n\n\n\n
\n

\n(b)        The\nExecutive represents that he understands the foregoing release, that rights and\nclaims under the Age Discrimination in Employment Act of 1967, as amended, are\namong the rights and claims against the Company he is releasing, and that he\nunderstands that he is not presently releasing any rights or claims arising\nafter the Effective Date.<\/font><\/p>\n<\/dir>\n\n
\n
(c)         The Executive further agrees never to\nsue the Company or cause the Company to be sued regarding any matter within the\nscope of the above release. If the Executive violates this release by suing the\nCompany or causing the Company to be sued, the Company may recover all damages\nas allowed by law, including all costs and expenses of defending against the\nsuit incurred by the Company and reasonable attorneys\u0092 fees.<\/font><\/p>\n<\/dir>\n\n
The Company releases, waives, and\ndischarges Executive from each and every claim, action or right of any sort,\narising on or before the Effective Date and based upon facts presently known to\nthe Executive Vice President, Human Resources.<\/font><\/p>\n\n
8.          Confidential\nInformation.<\/u>  The Executive\nacknowledges that, in connection with his employment at the Company, he\nobtained knowledge about confidential and proprietary information, or trade\nsecrets of the Company, including but not limited to lists of customers and\nvendors, technical information about Company products, strategic plans of\ncompany businesses and price information (hereinafter the \u0093Information\u0094).\nExecutive agrees, either prior to or following the Effective Date, not to use,\npublish or otherwise disclose any Information to others, including but not\nlimited to a subsequent employer or competitor to the Company. If the Executive\nhas any question regarding what data or information would be considered by the\nCompany to be information subject to this provision, the Executive agrees to\ncontact the Executive Vice President, Human Resources for written\nclarification.<\/font><\/p>\n\n
9.          Non-Competition\nand Non-Solicitation. <\/u><\/font><\/p>\n\n
\n
(a)         The Executive agrees that he will not,\nprior to August 31, 2004, enter into or maintain an employment or contractual\nrelationship, either directly or indirectly, to provide services to any company\nor entity engaged in any way in a business that competes directly or indirectly\nwith the Company without the prior written consent of the Company.  Businesses that compete with the Company\nspecifically include, but are not limited to, the following entities and each\nof their subsidiaries affiliates, assigns, or successors in interest:  Lowe\u0092s Companies, Inc. (including, but not\nlimited to, Eagle Hardware and Garden); Hechinger Investment Company, Inc.\n(including, but not limited to, Home Quarters, Hechinger, and Builder\u0092s\nSquare); Payless Cashways, Inc.; Dekor; Sears (including, but not limited to,\nOrchard Supply and Hardware Company); Wal-Mart; Home Base, Inc; and Menard,\nInc.<\/font><\/p>\n<\/dir>\n\n
\n
(b)        To the extent that any relationship or\nemployment prior to August 31, 2004 is covered by the above non-compete\nprovision, Executive agrees to request permission from the Executive Vice\nPresident, Human Resources of the Company prior to entering any such\nrelationship or employment. The Company may approve or not approve of the\nrelationship or employment at its absolute discretion.<\/font><\/p>\n<\/dir>\n\n\n\n\n
\n

\n(c)         The Executive\nagrees that prior to August 31, 2004, he will not directly or indirectly\nsolicit any person who is an employee of the Company to terminate his or her\nrelationship with the Company without prior written approval from the Executive\nVice President, Human Resources of the Company.<\/font><\/p>\n<\/dir>\n\n
10.        Breach\nby Executive.<\/u>  The Company\u0092s\nobligations to the Executive under this Agreement, including the loan\nforgiveness set forth in paragraph 5 above, are contingent on Executive\u0092s\nperformance of his obligations under this Agreement. Any material breach by\nExecutive of this Agreement will result in the immediate cancellation of all\nExecutive\u0092s stock options and the immediate termination of Executive\u0092s\nemployment, as well as entitle the Company to all its other remedies in law or\nequity.  In the event of such breach,\nExecutive would also be required to repay the $170,000 principal balance of the\nPromissory Note dated December 29, 2000, plus interest accrued from June 29,\n2000, calculated in accordance with the terms of the Promissory Note.<\/font><\/p>\n\n
11.        Executive\nAvailability.<\/u>  The Executive agrees\nto make himself reasonably available to the Company to respond to requests by\nthe Company for information pertaining to or relating to the Company and\/or the\nCompany\u0092s affiliates, subsidiaries, agents, officers, directors or employees\nwhich may be within the knowledge of the Executive. Executive will cooperate\nfully with the Company in connection with any and all existing or future\nlitigations or investigations brought by or against the Company or any of its\npast or present affiliates, agents, officers, directors or employees, whether\nadministrative, civil or criminal in nature, in which and to the extent the\nCompany deems the Executive\u0092s cooperation necessary. The Company will reimburse\nthe Executive for reasonable out-of-pocket expenses incurred as a result of\nsuch cooperation. Nothing herein shall prevent the Executive from communicating\nwith or participating in any government investigation.<\/font><\/p>\n\n
12.        Non\nDisparagement.<\/u>  The Executive\nagrees, subject to any obligations he may have under applicable law, that he\nwill notmake\nor cause to be made any statements that disparage, are inimical to, or damage\nthe reputation of the Company or any of its past or present affiliates,\nsubsidiaries, agents, officers, directors or employees. In the event such a\ncommunication is made to anyone, including but not limited to the media, public\ninterest groups and publishing companies, it will be considered a material\nbreach of the terms of this Agreement and the Executive will be required to\nreimburse the Company for any and all compensation and benefits paid under the\nterms of this Agreement and all commitments to make additional payments to the\nExecutive will be null and void.<\/font><\/p>\n\n
13.        Insider\nTrading.<\/u>  The Executive acknowledges\nthat prior to the Termination Date, he remains subject to the restrictions of\nthe Company\u0092s Insider Trading Policy. \nAfter the Termination Date, the Insider Trading Policy will no longer\napply to the Executive.  However, the\nExecutive acknowledges that through his employment with the Company he may have\nlearned material, non-public information regarding the Company.  The federal securities laws prohibit trading\nby persons while aware of material, non-public information.  The Executive should seek advice of his\nlegal counsel prior to conducting any transactions in the Company\u0092s stock if\nthe Executive thinks he may possess such information.<\/font><\/p>\n\n\n\n\n

\n14.         Future\nEmployment.<\/u> The Executive agrees and acknowledges that the Company, its\naffiliates, or subsidiaries are not obligated to offer employment to the\nExecutive (or to accept services or the performance of work from the Executive\ndirectly or indirectly) now or in the future.<\/font><\/p>\n\n
15.        Severability\nof Provisions.<\/u> In the event that any provision in this Agreement is determined\nto be legally invalid or unenforceable by any court of competent jurisdiction,\nand cannot be modified to be enforceable, the affected provision shall be\nstricken from the Agreement, and the remaining terms of the Agreement and its\nenforceability shall remain unaffected.<\/font><\/p>\n\n
16.        Right\nto Revoke this Agreement.<\/u> The Executive may revoke this Agreement in\nwriting within seven days of signing it. The Agreement will not take effect\nuntil the Effective Date. If the Executive revokes this Agreement, all of its\nprovisions shall be void and unenforceable.<\/font><\/p>\n\n
17.        Effective\nDate.<\/u> The Effective Date shall be the day after the end of the revocation\nperiod described in Section 16.<\/font><\/p>\n\n
18.        Confidentiality.<\/u>\nThe Executive shall keep strictly confidential all the terms and conditions,\nincluding amounts, in this Agreement and shall not disclose them to any person\nother than the Executive\u0092s spouse, the Executive\u0092s legal or financial advisor,\nor U.S. governmental officials who seek such information in the course of their\nofficial duties, unless compelled by law to do so. If a person not a party to\nthis Agreement requests or demands, by subpoena or otherwise, that the\nExecutive disclose or produce this Agreement or any terms or conditions\nthereof, the Executive shall immediately notify the Company and shall give the\nCompany an opportunity to respond to such notice before taking any action or\nmaking any decision in connection with such request or subpoena.<\/font><\/p>\n\n
19.        Survival\nof Provisions.<\/u>  Paragraphs 8, 9, 11,\nand 18 shall survive the term of this Agreement.<\/font><\/p>\n\n
20.        Entire\nAgreement.<\/u> This Agreement constitutes the entire understanding between the\nparties. The parties have not relied on any oral statements that are not\nincluded in this Agreement. Any modifications to this Agreement must be in writing\nand signed by the Executive and an authorized employee or agent of the Company.<\/font><\/p>\n\n\n<\/u>\n\n

\n21.        This\nAgreement shall be construed, interpreted and applied in accordance with the\nlaw of the State of Delaware, without giving effect to the choice of law\nprovisions thereof.<\/font><\/p>\n\n
 <\/font><\/p>\n\n<\/pre>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
Home
\n  Depot U.S.A., Inc.<\/font><\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
By<\/font><\/td>\n\/s\/
\n  Dennis M. Donovan<\/font><\/td>\n		 <\/td>\n6\/13\/01<\/font><\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n\n
<\/td>\n		 <\/td>\n\n
<\/td>\n		 <\/td>\n<\/tr>\n
 <\/td>\nDennis
\n  M. Donovan<\/font><\/td>\n		 <\/td>\nDate<\/font><\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nExecutive
\n  Vice President<\/font><\/td>\n		 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nHuman
\n  Resources<\/font><\/td>\n		 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n\/s\/
\n  Mark R. Baker<\/font><\/td>\n		 <\/td>\n6\/13\/01<\/font><\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n\n
<\/td>\n		 <\/td>\n\n
<\/td>\n		 <\/td>\n<\/tr>\n
 <\/td>\nMark
\n  R. Baker<\/font><\/td>\n		 <\/td>\nDate<\/font><\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nExecutive<\/font><\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7786],"corporate_contracts_industries":[9493],"corporate_contracts_types":[9539,9551],"class_list":["post-40719","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-home-depot-inc","corporate_contracts_industries-retail__building","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\/40719","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=40719"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40719"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40719"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40719"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}