{"id":40728,"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-gillette-co-and-archie-livis.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-settlement-agreement-gillette-co-and-archie-livis","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/termination-settlement-agreement-gillette-co-and-archie-livis.html","title":{"rendered":"Termination Settlement Agreement &#8211; Gillette Co. and Archie Livis"},"content":{"rendered":"<pre>\nJuly 31, 2000\n\n                            PERSONAL AND CONFIDENTIAL\n\n                        TERMINATION SETTLEMENT AGREEMENT\n\nArchie Livis\n220 Boylston Street, Apt. 1213\nBoston, MA 02116\n\nDear Archie:\n\nThis letter describes our proposed agreement concerning the termination of your\nemployment with The Gillette Company.\n\nAs we discussed, your scheduled release date is July 31, 2000. This will be your\nlast day of employment with Gillette.\n\nTermination Settlement Pay - The total termination settlement pay available to\nyou under this Agreement is equal to 104 weeks of your current base salary. As\nwe discussed, you will continue to receive your current base salary during the\n22-week period from August 1, 2000, through December 31, 2000, when you will be\nterminated from the payroll. (The period between August 1, 2000, and December\n31, 2000, is called the \"settlement payments period.\") The remaining 82 weeks of\nyour termination settlement pay will be paid to you in a lump sum in January\n2001.\n\nBenefits Status During Settlement Payments Period - You will be eligible during\nthe settlement payments period to continue participation in a number of employee\nbenefits and services during the settlement payments period. These include\ncontinuing participation in the following contributory benefit plans:\n\n      Medical Plan\n      Dental Plan\n      Employees' Savings Plan\n      Supplemental Savings Plan\n      Executive Life Insurance Plan\n\n\nIf you elect to continue your participation in the Gillette medical or dental\nplans after your scheduled release date and you become eligible for coverage\nunder any other medical or dental plans, you agree to look to those other plans\nfor your primary coverage. Coverage under a Gillette plan will only apply in\naccordance with Gillette's Coordination of Benefits Provision as secondary\npayer.\n\nDuring the settlement payments period, you will also be eligible for many of the\ncurrently provided employee benefits and services. However, following your\nscheduled release date, you will not be eligible for certain employee benefits,\nincluding:\n\n      Incentive Bonuses\n      Salary Continuation Plan\n      Long-Term Disability Plan\n      Vacation Accrual\n      Travel Accident Insurance Plan\n      Tuition Refund Plan\n\nThe following is information concerning specific benefits provided under this\nAgreement as of your scheduled release date, at the end of the settlement\npayments period or when you begin receiving pension benefits, as discussed\nbelow.\n\nThe Gillette Company Retirement Plan - Company records indicate you will be\neligible for a pension as of your scheduled release date. You have elected to\nretire on January 1, 2001, and begin receiving pension payments thereafter. On\nDecember 31, 2000, the termination settlement payments period will end and you\nwill become eligible for only those pension benefits and services available to\nretirees. As stated above, the balance of termination settlement pay due under\nthis Agreement after December 31, 2000, will be paid to you as a lump sum in\nJanuary 2001. This lump sum payment will not be included in determining service\ncredit or in computing compensation under the Retirement Plan.\n\nGroup Medical Coverage - If you elect to receive termination settlement pay as\ncontinuing payments, you may elect to continue your current Gillette group\nmedical coverage at the regular employee contribution rate throughout the\nsettlement payments period.\n\nGroup Dental Coverage - Dental coverage may be continued at the regular employee\ncontribution rate throughout the settlement payments period. After the\nsettlement payments period, you may continue dental coverage for up to a total\nof 18 months from your scheduled release date by paying 102% of the cost of such\ncoverage. Dental coverage is otherwise not available after retirement.\n\n\n                                       2\n\n\nCoverage under the Gillette group dental plan will continue through the last day\nof the month in which you terminate from the group plan. If you are in the\nprocess of having dental work done which requires more than one visit (for\nexample, root canal work, etc.), you will have 30 days from the first of the\nnext month to have it completed. The Gillette group dental plan cannot be\nconverted into an individual membership.\n\nEmployee Stock Ownership Plan (ESOP) -When terminated from the payroll at the\nend of the settlement payments period, you may take a distribution of the\naccount, or, if the account balance is $5,000 or more, defer the distribution. A\nterminating employee who is retirement eligible should refer to the Retiree\/LTD\nMedical Program for information on using the ESOP to fund retiree medical\ncoverage.\n\nRetiree Medical Program - You will be eligible for participation in the Retiree\nMedical Program upon or after retirement. Since you were hired prior to July 1,\n1990 (Group 2), you must maintain the full ESOP account balance with the trustee\nfor continued eligibility for retiree medical coverage.\n\nExecutive Life Insurance - Coverage may be continued by payroll deduction during\nthe settlement payments period, at the same coverage level as an Active\nemployee. At retirement, no further contributions are required and coverage\nlevels are adjusted to reflect a retirement benefit.\n\nEstate Preservation Plan - You, or the policy owner, may retain the policy by\ncontinuing the scheduled premium payments determined at the time of inception.\nIf you elect to discontinue this policy, the Company will withdraw its\ncumulative premium payments from the policy's cash value and have no further\ninterest in the policy.\n\nSavings Plan - You may continue to participate in the Employees' Savings Plan\nduring the settlement payments period. Participation in the Savings Plan during\nthe settlement payments period will be at your rate of contribution on the\nscheduled release date, unless you change the contribution rate on a subsequent\ndate. You may, in accordance with the terms of the Plan, retain your account\nbalance after your contributions end and defer withdrawal to a future date. When\nyou want to withdraw your account, you may call the Plan Record Keeper and\nTrustee, Fidelity Investments, at 1-800-544-0263. A voluntary withdrawal taken\nprior to the end of a settlement payments period may result in suspension of\nparticipation and\/or a negative tax impact. Please refer to the current\nEmployees' Savings Plan booklet.\n\nNo contributions to the Employees' Savings Plan may be applied from lump sum\ntermination settlement payments, nor may a retiree continue contributions to the\nPlan.\n\n\n                                       3\n\n\nSupplemental Savings Plan - Deferrals under the Supplemental Savings Plan may\ncontinue during the settlement payments period. At the end of the settlement\npayments period, the Supplemental Savings Plan balance will be paid to you in a\nsingle lump sum unless you have previously made a timely deferral election.\n\nStock Equivalent Unit Plan - During the settlement payments period, the value of\nany awards will continue to be determined by stock price appreciation and\ndividend credits. You will receive additional information from the Manager of\nExecutive Compensation concerning your payment or deferral election.\n\nIncentive Bonus Plan - Please refer to the Incentive Bonus Plan and to the\nManager of Executive Compensation regarding bonus eligibility.\n\nStock Option Plan - Since you have elected to begin receiving pension payments\non January 1, 2001, your period for exercising any vested options will be the\ntime period available to Stock Option Plan Participants retiring under The\nGillette Company Retirement Plan. Please refer to the 1971 Stock Option Plan for\ndetailed information on the exercise of Stock Options.\n\nVacation Pay - Any unused current year vacation accrued as of your scheduled\nrelease date will be paid to you at that time. Because you are eligible for\nretirement benefits under the Retirement Plan as of your scheduled release date,\nyou will be granted full year vacation accrual for the current year. There will\nbe no vacation accrual after the scheduled release date.\n\nBasic Fringe Benefit Rights - If you decide not to accept and sign this\nAgreement, your basic rights to certain fringe benefits upon termination will\nnot be altered by your decision. These include your rights under applicable laws\nand benefit plan provisions to accrued and unused vacation pay as of your\nscheduled release date, continuation of group medical and dental coverage under\nCOBRA, and conversion rights under the group life insurance plans as well as any\nrights you have under the ESOP, Savings and Retirement Plans.\n\nInventions and Confidentiality - You are reminded that you will continue to be\nsubject to the provisions of your employment agreement with The Gillette Company\neven after your scheduled release date, including your agreement to transfer to\nThe Gillette Company all improvements and inventions in certain fields made by\nyou during your employment and within certain stated periods thereafter, and\nyour agreement not to disclose or use at any time any secret or confidential\ninformation or knowledge obtained or acquired by you while in, or by reason of,\nyour employment.\n\n\n                                       4\n\n\nUnemployment Compensation - Eligibility for unemployment compensation is\ndetermined by the Massachusetts Department of Employment and Training and not by\nthe Company. If you wish to apply for unemployment, you should file an\napplication according to the attached information promptly after your last day\nof work. The regulations of some states may delay the start of unemployment\ncompensation payments because termination payments are or were being received.\n\nNon Defamatory Behavior - You agree that, except as may be required by law, you\nwill not make, publish or state, or cause to be made, published or stated, any\ndefamatory statement, writing or communication pertaining to the character,\nreputation, business practices, competence or conduct of The Gillette Company,\nits affiliates, shareholders, directors, officers, employees, agents, attorneys,\nservants, representatives, and successors, whether such conduct occurs prior or\nsubsequent to this Agreement.\n\nCompany Property - You agree that, not later than your scheduled release date,\nyou will return all equipment, files, documents, credit cards, and any other\nproperty belonging to The Gillette Company.\n\nNon-Assignment - The settlement pay and benefits under this Agreement are\npersonal to you and are expressly declared to be non-assignable and\nnon-transferable. You shall have no right to commute, sell, assign, transfer or\nconvey any payment hereunder. This Termination Settlement Agreement shall be\nbinding upon any successor to the business of The Gillette Company, but shall\nnot otherwise be assignable.\n\nPayment to Estate - Should you die after your scheduled release date and after\nexecuting this Agreement but before all settlement payments are completed, your\nestate will receive a lump sum payment of any balance of termination settlement\npay due.\n\nNon-Competition Agreement and General Release - Your receipt of termination\nsettlement pay and benefits under this Agreement is contingent on your agreeing\nto the following non-competition agreement and release of all claims.\n\nNon-Competition Agreement - In consideration of the termination settlement pay\nand other settlement benefits, you agree that during the period ending July 30,\n2002 (the \"non-competition period\"), which equals the number of weeks of\ntermination settlement pay, you will not, without receiving prior written\napproval of The Gillette Company, engage in any business which is in competition\nwith the business of Gillette, as defined below, or directly or indirectly\naccept employment with or render services on behalf of a competitor of Gillette,\nor any third party, in any capacity where the confidential information of\nGillette acquired by you during your employment with Gillette may be considered\nto be useful to the competitor or to such other third party to become a\ncompetitor, irrespective of whether or not such competitor or such third party\nhas any actual or implied intent to use confidential information of Gillette.\n\"The business of Gillette\" is understood to mean the business of The Gillette\nCompany, including its subsidiaries, affiliates, joint\n\n\n                                       5\n\n\nventurers, and other entities with which Gillette has a substantial identity of\ninterest. You acknowledge that if, at any time during the non-competition\nperiod, you perform services for any such competing business without obtaining\nprior written approval, The Gillette Company may, in its sole discretion,\nimmediately terminate all termination settlement payments and settlement\nbenefits and take whatever other actions it deems appropriate, including an\naction to enjoin without bond any breach of this Agreement.\n\nRelease of All Claims - The Company wants to be certain that this Termination\nSettlement Agreement will resolve any and all dissatisfactions which you might\nhave and in that regard requests that you carefully consider the following\nRelease of All Claims.\n\nIn consideration of the termination settlement pay and other benefits to be\nprovided to you, you do hereby, for yourself, your heirs, executors and assigns,\nrelease and agree to indemnify and hold harmless The Gillette Company, its\naffiliates, shareholders, directors, officers, employees, and successors from\nany and all claims, charges, complaints, damages, or causes of action, now\nexisting, both known and unknown, of every name and nature, including but not\nlimited to all claims of breach of contract or misrepresentation, wrongful\ndischarge, or arising from alleged violations of Title VII of the Civil Rights\nAct of 1964, the Age Discrimination in Employment Act, the Older Workers\nBenefits Protection Act, the Rehabilitation Act of 1973, the Americans with\nDisabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee\nRetirement Income Security Act, the Worker Adjustment and Retraining\nNotification Act, Chapter 151B of Massachusetts General Laws, or any other\nlocal, state or federal law, regulation or policy or any other claim relating to\nor arising out of your employment with The Gillette Company or the termination\nthereof, with the sole exception of any rights you may have under the Workers'\nCompensation Act, and you further promise not to institute any lawsuit to\nchallenge the validity of this release or the circumstances surrounding its\nexecution.\n\nYou also acknowledge that, prior to your execution of this release, you have\nbeen provided with the option and opportunity of reviewing this release with\nindependent counsel of your own choosing, that you are competent to exercise\nthis release, that the only consideration is the termination settlement pay and\nbenefits described herein and that no other promise or agreement has been made,\nthat your agreement to execute this release has not been obtained by any duress\nand that you fully understand that this document is intended to be a complete\nand legally binding general release.\n\nGoverning Law - This Agreement shall be governed by and construed in accordance\nwith the laws of the Commonwealth of Massachusetts.\n\nHeadings - Headings of the various provisions used herein are for convenience of\nreference only and shall not alter the meaning of the provisions.\n\n\n                                       6\n\n\nSeverability - You agree that should any of the provisions of this Agreement be\ndeclared or determined by any court to be illegal or invalid, the validity of\nthe remaining parts, terms or provisions shall not be affected thereby.\n\nReview - No decisions are required of you today. You have adequate time to\nreview the provisions of this Agreement, and to meet with the appropriate\npersonnel representatives and\/or independent counsel of your own choice. You are\nadvised to consult with an attorney before signing this Agreement.\n\nIf, after review, you agree to and accept the terms and conditions of this\nAgreement, please sign and return the enclosed copy not later than 21 days after\nyour receipt of the Agreement.\n\nRevocation - Federal law provides you with the right to revoke this Agreement\nduring the seven days following your signing of the Agreement.\n\nI would like to take this opportunity to extend my personal thanks for your past\nsupport and my best wishes for your future.\n\nSincerely,\n\nTHE GILLETTE COMPANY\n\nRobert E. DiCenso\n\nAGREED AND ACCEPTED:\n\nI hereby accept and agree to all of the terms and provisions of this Agreement\nas set forth herein.\n\n\n-------------------------------     -------------------------------\nSignature                           WITNESS: Signature\n\n-------------------------------\nDate\n\n\n                                       7\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-40728","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\/40728","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=40728"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40728"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40728"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40728"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}