{"id":40727,"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-settlement-agreement-and-general-release-gillette.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-settlement-agreement-and-general-release-gillette","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/termination-settlement-agreement-and-general-release-gillette.html","title":{"rendered":"Termination Settlement Agreement and General Release &#8211; Gillette Co. and Jorgen Wedel"},"content":{"rendered":"<pre>\nAugust 16, 2001 --  Revised August 27, 2001\n\n\n\n\n\n\n  PERSONAL AND CONFIDENTIAL\n\n    TERMINATION SETTLEMENT AGREEMENT AND GENERAL RELEASE\n\n\nJorgen Wedel\n29 Winsor Way\nWeston, MA 02493\n\n\nDear Jorgen:\n\n     This letter describes our proposed agreement concerning the\ntermination of your employment with The Gillette Company (hereinafter,\n\"Gillette,\" or the \"Company\"). The termination settlement pay and\nbenefits described below are available to you only if you execute this\nAgreement, which includes a release of all claims, non-competition and\nnon-solicitation restrictions, and additional conditions as set forth\nbelow.\n\n     Your \"scheduled release date\" is October 1, 2001. You will\ncontinue to be paid your present base salary through that date.\n\n     Termination Settlement Pay - The total gross amount of\ntermination settlement pay available to you under this Agreement is\nOne Million Eight Hundred Sixty Thousand Dollars ($1,860,000.00). Such\ntermination settlement pay shall be provided to you in the form of\ncontinuing semi-monthly payments at the annual rate of Nine Hundred\nThirty Thousand Dollars ($930,000.00) during the two-year period from\nyour scheduled release date through September 30, 2003. These\nsemi-monthly payments, which will be subject to appropriate deductions\nfor taxes, benefits and other required withholdings, will be included\nin the calculation of Average Annual Compensation in accordance with\nthe terms of The Gillette Company Retirement Plan. The period during\nwhich you receive termination settlement pay as continuing\nsemi-monthly payments is referred to hereinafter as the \"settlement\npayments period.\"\n\n     Resignation of Officer Positions - Effective as of the scheduled\nrelease date, you resign from your position as an Officer of the\nCompany, and from all other positions you may currently hold as an\nofficer or director of any of the Company's subsidiaries or\naffiliates. You shall sign and deliver to the Company such other\ndocuments as may be necessary to effect or reflect such resignations.\n\n\n     Change in Control Employment Agreement - Your Change in Control\nEmployment Agreement with Gillette dated December 16, 1999, will\nterminate on the eighth day after your execution of this Agreement,\nwhen this Agreement becomes effective and enforceable.\n\n     Benefits Status During Settlement Payments Period - During the\nsettlement payments period, you will be eligible to continue\nparticipation in a number of employee benefits and services. These\ninclude continuing participation in the following contributory benefit\nplans:\n\n    Medical Plan\n    Dental Plan\n    Supplemental Life Insurance Plan\n    Employees' Savings Plan\n    Supplemental Savings Plan\n    Executive Life Insurance Plan\n\n     If you elect to continue your participation in the Gillette\nmedical or dental plans after your scheduled release date and you\nbecome eligible for coverage under any other medical or dental plans,\nyou agree to look to those other plans for your primary coverage.\nCoverage under a Gillette plan will only apply in accordance with\nGillette's Coordination of Benefits Provision as secondary payer.\n\n     During a settlement payments period, you will also be eligible\nfor many of the currently provided employee benefits and services.\nHowever, following your scheduled release date you will not be\neligible for certain employee benefits, including:\n\n Incentive Bonuses\n Salary Continuation Plan\n Long-Term Disability Plan\n Vacation Accrual\n Holiday Pay\n Tuition Refund Plan\n\n     The following is information concerning specific benefits\nprovided under this Agreement as of your scheduled release date, at\nthe end of a settlement payments period or when you elect to begin\nreceiving pension benefits, as discussed below.\n\n     The Gillette Company Retirement Plan - Company records indicate\nyou will be eligible for a pension as of your scheduled release date.\nIf you continue to receive termination settlement pay as semi-monthly\npayments until September 30, 2003, as set forth above, your retirement\ndate for all benefits purposes shall be October 1, 2003.\n\n     You may elect to retire and begin receiving pension payments\nprior to October 1, 2003, on any date following your scheduled release\ndate. Once you elect to begin receiving pension payments, the\nsettlement payments period ends and you are eligible for only those\npension benefits and services available to retirees. At that time, the\n\n\n\nbalance of any termination settlement pay due you under this Agreement\nmust be taken as a lump sum or deferred to a specific future date.\nLump sum payments and deferred termination settlement payments made\nafter pension payments begin will not be included in determining\nservice credit or in computing compensation under the Retirement Plan.\n\n     Group Medical Coverage - During a settlement payments period, you\nmay elect to continue your current Gillette group medical coverage at\nthe regular employee contribution rate.\n\n     Group Dental Coverage - Dental coverage may be continued at the\nregular employee contribution rate throughout a settlement payments\nperiod. After the settlement payments period, you may continue group\ndental coverage for up to an additional 18 months by paying 102% of\nthe premium cost of such coverage. Dental coverage is otherwise not\navailable after retirement.\n\n     Coverage under the Gillette group dental plan will continue\nthrough the last day of the month in which you terminate from the\ngroup plan. If you are in the process of having dental work done which\nrequires more than one visit (for example, root canal work, etc.), you\nwill have 30 days from the first of the next month to have it\ncompleted. The Gillette group dental plan cannot be converted into an\nindividual membership.\n\n     Employee Stock Ownership Plan (ESOP) - When terminated from the\npayroll on the last date of a settlements payments period, you may\ntake a distribution of your ESOP account, or, if the account balance\nis $5,000 or more, defer the distribution. As a terminating employee\nwho is retirement eligible, you should refer to the Retiree\/LTD\nMedical Program for information on using the ESOP to fund retiree\nmedical coverage.\n\n     Retiree Medical Program - You will be eligible to participate in\nthe Retiree Medical Program upon or after retirement. Employees hired\nprior to July 1, 1990 (Group 2) must maintain the full ESOP account\nbalance with the trustee for continued eligibility for retiree medical\ncoverage.\n\n     Life Insurance (Spouse and Child) - Coverage provided under this\nplan will continue for a 31-day period following the date you retire.\nDuring a settlement payments period, the amount of coverage under\nspouse or child life insurance will continue at the coverage level in\neffect on the scheduled release date. Within the 31-day period after\nthe date you retire or the end of the settlement payments period, if\napplicable, you may convert to an individual policy without a\nqualifying exam. If you wish to convert to an individual policy, you\nmust notify the Employee Benefits Department in order to arrange for\nan insurance company representative to contact you with details on\nconversion options. Please refer to Your Employee Benefits Book for\ninformation on the conversion privilege.\n\n\n\n     Executive Life Insurance - Executive life insurance coverage will\ncontinue during a settlement payments period at the same coverage\nlevel as an active employee. At retirement, coverage levels are\nadjusted to reflect a retirement benefit.\n\n     Estate Preservation Plan - You, or the policy owner, may retain\nthe policy by continuing the scheduled premium payments determined at\nthe time of inception. If you elect to discontinue this policy, the\nCompany will withdraw its cumulative premium payments from the\npolicy's cash value and have no further interest in the policy.\n\n     Savings Plan - You may continue to participate in the Employees'\nSavings Plan during a settlement payments period at your rate of\ncontribution on the scheduled release date, unless you change the\ncontribution rate on a subsequent date. You may, in accordance with\nthe terms of the Plan, retain an account balance of over $5,000 after\nyour contributions end and defer withdrawal to a future date. When you\nwant to withdraw your account, you may call the Plan Record Keeper and\nTrustee, Fidelity Investments, at 1-800-544-0263. A voluntary\nwithdrawal taken prior to the end of a settlement payments period may\nresult in suspension of participation and\/or a negative tax impact.\nPlease refer to the current Employees' Savings Plan booklet.\n\n     Supplemental Savings Plan - If you participate in the\nSupplemental Savings Plan, deferrals under the Plan may continue\nduring a settlement payments period. At the end of the settlement\npayments period, the Supplemental Savings Plan will be paid to you in\na single lump sum unless you have previously made a timely deferral\nelection.\n\n     Stock Equivalent Unit Plan - During a settlement payments period,\nthe value of any awards will continue to be determined by stock price\nappreciation and dividend credits. You will receive additional\ninformation from the Manager of Executive Compensation concerning your\npayment or deferral election.\n\n     Stock Option Plan -Your period for exercising any vested options\nwill be the time period available to Stock Option Plan participants\nretiring under The Gillette Company Retirement Plan, subject to the\nprovisions of the section below entitled \"Rights and Remedies in the\nEvent of Certain Breaches.\"\n\n     Vacation Pay - Any unused current year vacation accrued as of\nyour scheduled release date will be paid to you at that time. As you\nare eligible for retirement benefits under The Gillette Company\nRetirement Plan as of the scheduled release date, you will be granted\nfull year vacation accrual for the current year. There will be no\nvacation accrual after the scheduled release date.\n\n     Outplacement Counseling Services - Arrangements will be made with\nLee Hecht Harrison,  Inc. to provide you with outplacement  counseling\nservices.\n\n     In order to remain eligible for this outplacement assistance, you\nmust initiate outplacement services with Lee Hecht Harrison, Inc. as\n\n\n\nsoon as possible and in any event not later than fourteen days\nfollowing your scheduled release date. You must also continue active\nparticipation in the job search program as it is established by your\noutplacement counselor.\n\n     Use of the Lee Hecht Harrison, Inc. outplacement facility and\ncounseling services will be available to you for a period of 12 months\nfollowing your scheduled release date unless you sooner become\nre-employed, decline further services or voluntarily interrupt your\nparticipation in the program for a 30-day period.\n\nNon-Competition and Non-Solicitation Restrictions.\n\n     A. In consideration of the termination settlement pay and other\nbenefits provided to you under this Agreement, you agree that, prior\nto October 1, 2003, you shall not directly or indirectly:\n\n     (1) as an employee, consultant, independent contractor, officer,\ndirector, individual proprietor, investor, partner, stockholder,\nagent, principal, joint venturer, or in any other capacity whatsoever\n(other than as the holder of not more than one percent of the combined\nvoting power of the outstanding stock of a publicly held corporation\nor company), be employed, work, consult, advise, assist, or engage in\nany activity regarding any business, product, service or other matter\nwhich: (a) is substantially similar to or competes with any business,\nproduct, service or other matter regarding which you worked for the\nCompany, or any of its subsidiaries, during the three years prior to\nyour scheduled release date; or (b) concerns subject matters about\nwhich you gained proprietary information of the Company, or any of its\nsubsidiaries, during the three-year period prior to your scheduled\nrelease date;\n\n     (2) either alone or in association with others, solicit, divert\nor take away, or attempt to divert or to take away, the business or\npatronage of any of the clients, customers or accounts, or prospective\nclients, customers or accounts, of the Company which were contacted,\nsolicited or served, directly or indirectly, by you while employed by\nthe Company; or\n\n     (3) either alone or in association with others: (a) solicit or\nencourage any employee or independent contractor of the Company to\nterminate his\/her relationship with the Company; or (b) recruit, hire\nor solicit for employment or for engagement as an independent\ncontractor, any person who is or was employed by the Company at any\ntime during your employment with the Company; provided, that this\nParagraph (3) shall not apply to such person whose employment with the\nCompany has been terminated for a period of twelve months or longer.\n\n     B. The geographic scope of the provisions of Paragraph A above\nshall extend to anywhere the Company or any of its subsidiaries is\ndoing business, has done business or intends to do business.\n\n     C. If any restriction set forth in Paragraph A above is found by\nany court of competent jurisdiction to be unenforceable because it\nextends for too long a period of time or over too great a range of\nactivities or in too broad a geographic area, it shall be interpreted\n\n\n\nto extend only over the maximum period of time, range of activities or\ngeographic area as to which it may be enforceable.\n\n     D. The non-competition restrictions set forth in Paragraph A\nabove supersede any non-competition restrictions of less than two\nyears in duration set forth in any agreement between you and the\nCompany or any subsidiary or predecessor, or in any Gillette benefit\nplan in which you are a participant, including but not limited to the\n1971 Stock Option Plan.\n\n     Confidentiality -- You shall not disclose or use at any time any\nsecret or confidential information or knowledge obtained or acquired\nby you during, after, or by reason of, employment with the Company or\nany of its subsidiaries, as provided under applicable law and any and\nall agreements between you and the Company or any of its subsidiaries\nregarding your employment with the Company or the subsidiary.\n\n     Inventions - In accordance with any and all agreements between\nyou and the Company or any of its subsidiaries regarding your\nemployment, you shall disclose promptly and transfer and assign to the\nCompany all improvements and inventions in certain fields made or\nconceived by you during employment with the Company or the subsidiary\nand within the prescribed periods thereafter.\n\n     Prohibited Statements - To the extent permitted by law, you shall\nnot make, publish or state, or cause to be made, published or stated,\nany defamatory or disparaging statement, writing or communication\npertaining to the character, reputation, business practices,\ncompetence or conduct of the Company, its subsidiaries, shareholders,\ndirectors, officers, employees, agents, representatives or successors.\n\n     Rights and Remedies in the Event of Certain Breaches -- If the\nCompany reasonably determines that you have materially violated any of\nyour obligations under the above sections entitled \"Non-Competition\nand Non-Solicitation Restrictions,\" \"Confidentiality,\" \"Inventions,\"\nand \"Prohibited Statements,\" then, in addition to any other remedies\nat law or in equity it may have, the Company shall have the following\nrights and remedies:\n\n     A. The Company may immediately terminate all termination\nsettlement pay and benefits provided to you under this Agreement, and\nshall have no further obligation to provide such pay and benefits to\nyou.\n\n     B. The Company may cancel any and all options previously granted\nto you under The Gillette Company 1971 Stock Option Plan, including\nbut not limited to grants that according to their terms are vested\n(hereinafter referred to as \"Covered Options\"), effective as of the\ndate on which such violation began (the \"Violation Date\"); and\n\n     C. The Company may demand the return of any gain realized by you\nas a result of your exercise of any Covered Options during the period\ncommencing one year prior to your scheduled release date and\ncontinuing through the Violation Date. Upon demand, you shall pay to\n\n\n\nthe Company the amount of any gain realized or payment received as a\nresult of such exercises. At the option of the Company, such payment\nshall be made by returning to the Company the number of shares of\ncommon stock of the Company which you received in connection with such\nexercise (with the Company then refunding the option price paid by\nyou), or in cash in the amount of the gain realized. If after such\ndemand you fail to return said shares or amounts, the Company shall\nhave the right to offset said amounts against any amounts, including\ncompensation, owed to you by the Company or to commence judicial\nproceedings against you to recover said shares or amounts.\n\n     The rights and remedies set forth above supercede the provisions\nof Paragraph 6(i)(6) of the 1971 Stock Option Plan, which contains a\nmore limited definition of the term \"covered options.\"\n\n     Release of All Claims - In consideration of the termination\nsettlement pay and other benefits provided to you under this\nAgreement, you do hereby, for yourself, your heirs, executors,\nadministrators and assigns, release and agree to indemnify and hold\nharmless Releasee, as hereinafter defined, from any and all claims,\ncharges, complaints, damages, or causes of action, now existing, both\nknown and unknown, of every name and nature, including but not limited\nto all claims of breach of contract or misrepresentation, wrongful\ndischarge, or arising from alleged violations of Title VII of the\nCivil Rights Act of 1964, the Age Discrimination in Employment Act,\nthe Older Workers Benefits Protection Act, the Rehabilitation Act of\n1973, the Americans with Disabilities Act, the Fair Labor Standards\nAct, the Equal Pay Act, the Employee Retirement Income Security Act,\nthe Worker Adjustment and Retraining Notification Act, Chapter 151B of\nMassachusetts General Laws, or any other local, state or federal law,\nregulation or policy or any other claim relating to or arising out of\nyour employment with The Gillette Company or the termination thereof,\nwith the sole exception of any rights you may have under the Workers'\nCompensation Act.\n\n     The term \"Releasee\" in the previous paragraph shall be defined to\ninclude: Gillette, its corporate affiliates, and each of its present\nand former shareholders, directors, officers, agents, employees, and\nsuccessors; and all employee benefits plans of Gillette (the \"Plans\"),\nand all administrators, committees, insurers and fiduciaries of the\nPlans, and all persons, members, agents, entities or parties claiming\nby, through and under the named parties.\n\n     You acknowledge that prior to your execution of this release: you\nhave been provided with the option and opportunity of reviewing this\nrelease with independent counsel of your own choosing and have, in\nfact, consulted with your attorney concerning this Agreement; you are\ncompetent to exercise this release; the only consideration for this\nrelease is the termination settlement pay and benefits described\nherein and no other promise or agreement has been made; your agreement\nto execute this release has not been obtained by any duress; and you\nfully understand that this document is intended to be a complete and\nlegally binding general release.\n\n\n\n\n     No Known Claims Against You - The undersigned Senior Vice\nPresident of Human Resources represents that he knows of no claims\nthat the Company or any Releasee has against you.\n\n     Indemnification - Nothing in this Agreement or the above release\nof all claims shall constitute a release or waiver of any future\napplication of the indemnification provisions in the Company's\nBy-laws.\n\n     Company Property - You agree that, not later than your scheduled\nrelease date, you will return all equipment, files, documents, credit\ncards, and any other property belonging to The Gillette Company.\n\n     Cooperation and Assistance - You agree to make yourself\nreasonably available to the Company to respond to reasonable requests\nby the Company for information concerning matters involving facts or\nevents, relating to the Company or any of the Company's subsidiaries\nor affiliates, that may be within your knowledge, and to cooperate\nwith and assist the Company and any subsidiary or affiliate as\nreasonably requested with respect to any pending and future\nlitigation, arbitration or other dispute resolution relating to any\nmatter in which you were involved during your employment with the\nCompany. The Company will reimburse you for your reasonable travel\nexpenses and other costs that you incur as a result of your\ncooperation and assistance under this paragraph.\n\n     Basic Fringe Benefit Rights - If you decide not to accept and\nsign this Agreement, your rights to certain fringe benefits upon\ntermination will not be altered by your decision. These include your\nrights under applicable laws and benefit plan provisions to accrued\nand unused vacation pay as of your scheduled release date, conversion\nrights under group life insurance plans, and continuation of group\nmedical and dental coverage under COBRA, and as well as any other\nrights you have to future benefits as a benefits plan participant\nunder the federal Employee Retirement Income Security Act of 1974\n(ERISA).\n\n     Non-Assignment - The termination settlement pay and benefits\nunder this Agreement are personal to you and are expressly declared to\nbe non-assignable and non-transferable. You shall have no right to\ncommute, sell, assign, transfer or convey any payment hereunder. This\nAgreement shall be binding upon any successor to the business of The\nGillette Company, but shall not otherwise be assignable.\n\n     Payment to Estate - Should you die after this Agreement becomes\neffective and enforceable but before all termination settlement\npayments are completed, your estate will receive a lump sum payment of\nany balance of termination settlement pay due.\n\n     Governing Law - This Agreement shall be governed by and construed\nin accordance with the laws of the Commonwealth of Massachusetts,\nwithout regard to its conflict of laws provisions.\n\n\n     Headings - Headings of the various provisions used herein are for\nconvenience of reference only and shall not alter the meaning of the\nprovisions.\n\n     Severability - You agree that should any of the provisions of\nthis Agreement be declared or determined by any court to be illegal or\ninvalid, the validity of the remaining parts, terms or provisions\nshall not be affected thereby.\n\n     Review - Gillette previously offered you a Termination Settlement\nAgreement on August 16, 2001, provided you a period of more than 21\ndays in which to review and consider the Agreement, and advised you to\nconsult with an attorney before signing the Agreement. The changes\nfrom the original reflected in this Agreement were negotiated by your\nattorney on your behalf, and you agree that these changes do not\nrestart the running of the 21-day review period set forth in the Age\nDiscrimination in Employment Act for waiving rights and claims under\nthat statute.\n\n     If, after review, you agree to and accept the terms and\nconditions of this letter, please sign and return the enclosed copy of\nthis letter not later than September 10, 2001.\n\n     Revocation - Federal law provides you with the right to revoke\nthis Agreement during the seven days following your signing of the\nAgreement. A revocation must be in writing and delivered to me. This\nAgreement does not become effective or enforceable until after the\nseven-day revocation period has passed, or if you revoke the Agreement\nduring that period.\n\n     I would like to take this opportunity to extend my personal\nthanks for your past support and my best wishes for your future.\n\n\nSincerely,\n\n\/s\/ Edward E. Guillet\n\nEdward E. Guillet\nSenior Vice President\nHuman Resources\n\n------------------------------------------------------------------\n\n\n\nAGREED AND ACCEPTED:\n\nI hereby accept and agree to all of the terms and provisions of this\nAgreement.\n\n\n\/s\/ Jorgen Wedel   \/s\/ Claudio E. Ruben\nSignatureWITNESS: Signature\n\n\n8\/29\/01\nDate\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7640],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9551],"class_list":["post-40727","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gillette-co","corporate_contracts_industries-consumer__cleaning","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\/40727","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=40727"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40727"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40727"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40727"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}