{"id":40729,"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-michael-c.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-settlement-agreement-gillette-co-and-michael-c","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/termination-settlement-agreement-gillette-co-and-michael-c.html","title":{"rendered":"Termination Settlement Agreement &#8211; Gillette Co. and Michael C. Hawley"},"content":{"rendered":"<pre>                        TERMINATION SETTLEMENT AGREEMENT\n\n      AGREEMENT (the \"Agreement\"), dated as of October 19, 2000 (the\n\"Termination Date\"), by and between The Gillette Company (the \"Company\"), and\nMichael C. Hawley (the \"Executive\").\n\n      WHEREAS, the Executive has been employed as Chief Executive Officer of the\nCompany; and\n\n      WHEREAS, by mutual agreement between the parties hereto, the Executive has\nresigned, effective as of the Termination Date, his positions as Chief Executive\nOfficer of the Company, as a member of the board of directors of the Company and\nas an officer and director of any subsidiary or affiliate of the Company for\nwhich he was serving in such positions.\n\n      NOW, THEREFORE, BE IT RESOLVED, that the Company and the Executive, in\nconsideration of the covenants herein set forth, hereby agree as follows:\n\n1. Resignation of Executive and Board Positions\n\n      By mutual agreement with the Company, the Executive resigns, effective as\nof the Termination Date, from his positions as Chief Executive Officer of the\nCompany and a member of the Board of Directors of the Company, and from all\nother positions the Executive may currently hold as an officer or member of the\nboard of directors of any of the Company's subsidiaries or affiliates. The\nExecutive shall sign and deliver to the Company such other documents as may be\nnecessary to effect or reflect such resignations.\n\n\n                                        1\n\n\n2. Termination Settlement Payments, Benefits and Obligations\n\n      (a) The Company will pay to the Executive his base salary through December\n31, 2000.\n\n      (b) In consideration of the Executive's agreement to comply with Sections\n3, 5, 7 and 9 of this Agreement, and in lieu of and in satisfaction of any\nseverance or other payments due under any severance programs maintained by the\nCompany or any of its subsidiaries or affiliates (collectively, the \"Company\nEntities\"), or any individual agreement previously entered into with the\nExecutive by any of the Company Entities, including without limitation the\nChange in Control Employment Agreement, dated as of December 16, 1999 by and\nbetween the Company and the Executive (the \"Change in Control Employment\nAgreement\"), the Company shall pay the Executive termination settlement pay in\nan aggregate amount of Eight Million Seven Hundred Thousand Dollars\n($8,700,000), payable in monthly installments on or about the first day of each\nmonth over a twenty-four month period commencing on January 1, 2001 (the\n\"Termination Settlement Period\"). The monthly payment for each of the months of\nJanuary, February and March 2001 will be $625,000 and the monthly payment for\nthe remainder of the Termination Settlement Period will be $325,000. The\nExecutive shall remain an employee of the Company during the Termination\nSettlement Period. The commencement of termination settlement payments shall be\nsubject to the expiration of the Revocation Period (as defined in Section 9(c))\nwithout exercise by the Executive of his right to revoke the ADEA Release. In\nthe event of the death of the Executive before the expiration of the Termination\nSettlement Period, all remaining amounts shall be paid to the Executive's estate\nin the form of a lump sum payment.\n\n      (c) During the Termination Settlement Period the Company will provide the\nExecutive with office space, secretarial support, computer and telephone\nsupport, and a parking space commensurate with his status as a former Chief\nExecutive Officer. The office provided\n\n\n                                        2\n\n\nExecutive shall be a perimeter (windowed) office of no less than 300 square feet\nwith furnishings and other appointments, and located on one of the upper floors\nof the Prudential Tower, and said parking space shall be in the Prudential Tower\nas well. The Company shall have the right to relocate Executive to comparable\nfirst class office and parking space in Downtown Boston\/Back Bay provided the\nCompany maintains full secretarial, computer and telephone support.\n\n      (d) For a period of Five Years from the date of this Agreement the Company\nwill continue to pay for the maintenance of the home security system currently\nin place at the Executive's residences.\n\n      (e) During the Termination Settlement Period, the Executive will continue\nto participate in the Company's medical, dental, Employees' Savings.\nSupplemental Savings and Executive Life Insurance and Estate Preservation\nPrograms. During the Termination Settlement Period, the Executive will not be\neligible to participate in the Company's Incentive Bonus, Salary Continuation.\nLong Term Disability, Vacation and Holiday Accrual or Travel Accident Programs.\n\n      (f) During the Termination Settlement Period, the Executive will not be\neligible for any additional stock option award grants under the Company's Stock\nOption Plan or any successor plans. All previously granted stock option awards\nwill vest and be exercisable in accordance with the vesting and exercise terms\napplicable to employees under the Company's Stock Option Plan. These include the\nExecutive's Stock Option Grants of 12\/2\/99 and 6\/15\/00, which would vest on\n12\/2\/00 and 6\/15\/01 respectively.\n\n      (g) The Executive will retire under the Company's Retirement Plans on\nJanuary 1,2003. All Termination Settlement Payments described in subparagraphs\n(a) and (b)\n\n\n                                        3\n\n\nabove (including any lump sum payment as described in sub-paragraph (b)) will be\nincluded for the purpose of calculating his retirement benefits.\n\n      (h) This Agreement shall supersede the Change in Control Employment\nAgreement and the Change in Control Employment Agreement shall be deemed\nterminated from and after the date of this Agreement, without any remaining\nobligation of any party under such agreement.\n\n3. Disparaging Comments\n\n      The Executive will refrain from making statements, written or oral, which\ndenigrate, disparage or defame the goodwill or reputation of the Company\nEntities and their officers, shareholders, partners, agents and former and\ncurrent employees and directors. The Company Entities will refrain from making\nstatements, written or oral, which denigrate, disparage or defame the\nExecutive's goodwill or reputation. There is excepted from this provision all\nstatements: 1) necessary to enforce this Agreement, 2) made to one's immediate\nfamily, 3) made truthfully as a result of any question required to be answered\nby law, or 4) made truthfully by one party to this Agreement in response to any\nstatement by the other party to this Agreement that is violative of this\nparagraph.\n\n4. Confidentiality of this Agreement\n\n      Except as required by law or regulation, or as necessary to enforce this\nAgreement, none of the parties hereto will disclose the terms of this Agreement,\nprovided that the Executive may disclose such terms to his financial and legal\nadvisors and his spouse and the Company may disclose such terms to selected\nemployees, advisors and affiliates on a \"need to know\" basis, each of whom shall\nbe instructed by the Executive and thc Company, as the case may be, to maintain\nthe terms of this Agreement in strict confidence in accordance with the\n\n\n                                        4\n\n\nterms hereof. This provision shall not apply once the Company discloses the\nterms thereof in any public filings required by the SEC or to the extent\ndisclosed in any proxy statement.\n\n      5. Restrictive Covenants\n\n      (a) The Executive has returned or will immediately return to the Company\nall Company Information (as defined below), including client lists, files,\nsoftware, records, computer access codes and instruction manuals which he has in\nhis possession, and agrees not to keep any copies of Company Information. The\nExecutive affirms his obligation to keep all Company Information confidential\nand not to disclose it to any third party in the future. The term \"Company\nInformation\" means: (i) confidential information, including information received\nfrom third parties under confidential conditions, and (ii) other technical,\nmarketing, business or financial information, or information relating to\npersonnel or former personnel of the Company, the use or disclosure of which\nmight reasonably be construed to be contrary to the interest of the Company;\nprovided, however, that the term \"Company Information\" shall not include any\ninformation that is or became or becomes generally known or available to the\npublic other than as a direct result of a breach of this paragraph by the\nExecutive or any action by the Executive prior to the Termination Date which\nwould have been a breach of the Executive's obligations to the Company in effect\nat such time. The Executive shall have the right to remove from the offices of\nthe Company any of his personal files that do not contain Company Information.\n\n      (b) The Executive agrees that he will not engage in Competition with the\nCompany during the period commencing on the Termination Date and ending December\n31, 2003. \"Competition\" for the purposes of this Agreement shall mean:\n\n\n                                        5\n\n\n\n      (i) becoming directly or indirectly involved, as an owner, principal,\nemployee, officer, director, independent contractor, representative,\nstockholder, agent, advisor, lender or in any other capacity, in any business\nengaged, or seeking to become engaged, in the businesses (including operations\nvia the internet) conducted by the Company at any time during the period ending\nDecember 31, 2000, in any geographical area in which the Company is at the time\nengaging in or attempting to engage in such businesses; provided, however, that\nin no event shall ownership of less than 3% of the outstanding capital stock of\nany corporation, in and of itself, be deemed Competition if such capital stock\nis listed on a national securities exchange or regularly traded in an\nover-the-counter market; and provided, that Executive may become involved in any\nbusiness in which the Company, at the time of the inception of the Executive's\ninvolvement in that business, is not engaged or attempting to become engaged,\nand Executive may continue said involvement even if the Company at some later\ndate becomes engaged in said business; or\n\n      (ii) soliciting any person who is a customer of the businesses conducted\nby the Company, on behalf of a business described in clause (i) of this Section\n5(b), or inducing or attempting to persuade any employee of the Company or any\nof its subsidiaries to terminate his or her employment relationship with the\nCompany to work for a business described in clause (i) this Section 5(b).\n\n      (c) The Executive acknowledges and agrees that the Company's remedy at law\nfor any breach of the Executive's obligations under this Section 5 would be\ninadequate and agrees and consents that temporary and permanent injunctive\nrelief may be granted in any proceeding which may be brought to enforce any\nprovision of this Section without the necessity of proof of actual damage. With\nrespect to any provision of this Section 5 finally determined by a court of\ncompetent jurisdiction to be unenforceable, the Executive and the Company hereby\n\n\n                                        6\n\n\nagree that such court shall have jurisdiction to reform this Agreement or any\nprovision hereof so that it is enforceable to the maximum extent permitted by\nlaw, and the parties agree to abide by such court's determination.\n\n      6. Waiver of Other Payments and Benefits\n\n      (a) The compensation and benefits arrangements set forth in this Agreement\nare in lieu of any rights or claims that the Executive may have with respect to\nseverance or other benefits, or any other form of remuneration from the Company\nEntities, expenses or attorneys' fees. Notwithstanding the above, this waiver is\nnot intended to deprive the Executive of any benefits or payments he otherwise\nis or would become entitled to wider the Company's tax qualified retirement\nplans, 401K plan, supplemental Savings and Retirement plans, retiree medical,\nretiree life insurance, estate preservation, stock option plans, other retiree\nbenefits or for amounts deferred under the Company's incentive plans.\n\n      7. Information Requests\/Cooperation\n\n      The Executive agrees to make himself reasonably available to the Company\nto respond to requests by the Company for information concerning matters\ninvolving facts or events relating to the Company or any other Company Entity\nthat may be within the Executive's knowledge, and to assist the Company and the\nCompany Entities as reasonably requested with respect to pending and future\nlitigations, arbitrations or other dispute resolutions. The Company will\nreimburse the Executive for his reasonable travel expenses and other costs\nincurred as a result of his assistance under this Section 7.\n\n      8. No Admission of Wrongdoing\n\n      Nothing contained in this Agreement shall be construed in any way as an\nadmission by any of the parties of any act, practice or policy of discrimination\nor breach of contract either in violation of applicable law or otherwise.\n\n\n                                        7\n\n\n      9. Waiver and Release\n\n      (a) In consideration of the payments and benefits set forth in this\nAgreement, the Executive, for himself, his heirs, administrators,\nrepresentatives, executors, successors and assigns (collectively \"Releasors\")\ndoes hereby irrevocably and unconditionally release, acquit and forever\ndischarge the Company Entities and their former and current officers,\nshareholders, partners, agents, and employees and directors, including without\nlimitation all persons acting by, through, under or in concert with any of them\nall in their capacity as such (collectively, \"Releasees\"), from any and all\ncharges, complaints, claims, liabilities, obligations, promises, agreements,\ncontroversies, damages, remedies, actions, causes of action, suits, rights,\ndemands, costs, losses, debts and expenses (including attorneys' fees and costs)\nof any nature whatsoever, known or unknown, whether in law or equity and whether\narising under federal, state or local law, including but not limited to any\nclaim for discrimination based upon race, color, ethnicity, sex, age (including\nthe Age Discrimination in Employment Act of 1967) (the \"ADEA Release\"), national\norigin, religion, disability, or any other protected or unlawful criterion or\ncircumstance, which the Releasors had, now have, or may have in the future,\nagainst each or any of the Releasees through the date of the execution of this\nAgreement. The Executive acknowledges and agrees that if he or any other\nReleasor should hereafter make any claim or demand or commence or threaten to\ncommence any action, claim or proceeding against the Releasees with respect to\nany cause, matter or thing which is the subject of this Section 9(a), this\nAgreement may be raised as a complete bar to any such action, claim or\nproceeding, and the applicable Releasee may recover from the Executive all costs\nincurred in connection with such action, claim or proceeding, including\nattorneys' fees.\n\n      (b) In consideration of the Executive's agreements and covenants set forth\nin this Agreement, the Company and its subsidiaries (the \"Company Releasors\")\nhereby irrevocably\n\n\n                                        8\n\n\nand unconditionally release, acquit and forever discharge the Executive from any\nand all charges, complaints, claims, liabilities, obligations, promises,\nagreements, controversies, damages, remedies, actions, causes of action, suits,\nrights, demands, costs, losses, debts and expenses (including attorneys' fees\nand costs) of any nature whatsoever, known or unknown, whether in law or equity\nand whether arising under federal, state or local law, which the Company\nReleasors now have, or may have in the future, against the Executive with\nrespect to the Executive the through the date of the execution of this\nAgreement, other than any claim based upon fraudulent or illegal activity that\nwas not discovered by the Company Releasors until subsequent to the date of\nexecution of this Agreement. The Company Releasors acknowledge and agree that if\nthey should hereafter make any claim or demand or commence or threaten to\ncommence any action, claim or proceeding against the Executive with respect to\nany cause, matter or thing which is the subject of this Section 9(b), this\nAgreement may be raised as a complete bar to any such action, claim or\nproceeding, and the Executive may recover from the Company Releasors all costs\nincurred in connection with such action, claim or proceeding, including\nattorneys' fees.\n\n      (c) The mutual releases of the parties contained in this section 9(a) and\n(b) above shall not apply to, waive or release (i) claims by either party\narising out of this agreement or (ii) the respective rights and claims of the\nparties pursuant to the officers and directors indemnification provisions\ncontained in the by-laws of the Company Entities. For purposes of clarity it is\nunderstood that such indemnification provisions shall cover the actions of the\nExecutive as an officer, director or employee of the Company Entities. The\nExecutive affirms that prior to the execution of this Agreement and the waiver\nand release in Section 9(a), the Executive was advised by the Company to consult\nwith an attorney of the Executive's choice concerning the terms and conditions\nset forth herein and has done so, and that the Executive was\n\n\n                                        9\n\n\ngiven up to 21 days to consider executing this Agreement, including the ADEA\nRelease in Section 9(a). The Executive has 7 days following his execution of\nthis Agreement (the \"Revocation Period\") to revoke the ADEA Release. In the\nevent the Executive revokes the ADEA Release, the Company may cease making the\npayments set forth in Section 2.\n\n      10. No Reliance\n\n      The Executive represents and acknowledges that, in executing this\nAgreement, he has not relied upon any representation or statement made by the\nCompany and not set forth herein.\n\n      11. Governing Law\n\n      This Agreement shall be governed by and construed in accordance with the\nlaws of the Commonwealth of Massachusetts, without regard to the principles of\nconflicts of law thereof, to the extent not superseded by applicable federal\nlaw.\n\n      12. Warranty\n\n      The parties hereto represent and warrant that there exists no impediment\nor restraint, contractual or otherwise on their power, right or ability to enter\ninto this Agreement and to perform their duties and obligations hereunder or as\ncontemplated hereby.\n\n      13. Taxes\n\n      All payments made to the Executive under this Agreement will be reduced by\nall income, employment and Medicare taxes required by law to be withheld on such\npayments. The Company will pay its share of any taxes required by law to be paid\nby Company as the Executive's employer.\n\n\n                                       10\n\n\n      14. No Coercion\n\n      The parties hereto represent and acknowledge that they have decided to\nenter into this Agreement voluntarily, knowingly and without coercion of any\nkind.\n\n      15. Enforceability\n\n      The parties hereto affirmatively acknowledge that this Agreement, and each\nof its provisions, is enforceable, and expressly agree not to challenge nor\nraise any defense against the enforceability of this Agreement or any of its\nprovisions in the future. The invalidity or unenforceability of any provision of\nthis Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement. The Executive will be entitled to reimbursement of\nhis reasonable legal fees and related litigation expanses if needed to enforce\nExecutive's rights under this Agreement.\n\n      16. Notices\n\n      All notices, requests, demands and other communication which are required\nor may be given under this Agreement shall be in writing and shall be deemed to\nhave been duly given when received if personally delivered; when transmitted by\ntelecopy, electronic or digital transmission method upon receipt of telephonic\nor electronic confirmation; that day after it is sent, if sent for next day\ndelivery to a domestic address by recognized overnight delivery service (e.g.,\nFederal Express) and upon receipt, if sent by certified or registered mail,\nreturn receipt requested. In each case notice shall be sent to:\n\n      If to the Executive, addressed to:\n\n      Michael C. Hawley\n      42 Chestnut Street\n      Boston, MA 02108\n\n      and\n\n\n                                       11\n\n\n      Russell F. Conn., Esq.\n      Conn Kavanaugh Rosenthal Peisch &amp; Ford, LLP\n      Ten Post Office Square\n      Boston, MA 02109\n\n      If to the Company, addressed to:\n\n      The Gillette Company,\n      4800 Prudential Tower Building,\n      Boston Massachusetts 02199\n      Attention: General Counsel\n\n      or to such other place and with such other copies as any party may\ndesignate as to itself or himself by written notice to the others.\n\n      17. Amendments: Waivers\n\n      This Agreement may not be amended, modified or terminated, except by a\nwritten instrument signed by the parties hereto. Any provision of this Agreement\nmay be waived by a written instrument signed by the party to be charged with\nsuch waiver.\n\n      18. Successors\n\n      This Agreement shall be binding on the Executive, the Company, and their\nrespective heirs, successors and assigns, including without limitation any\ncorporation or other entity into which the Company may be merged, reorganized or\nliquidated, or by which may be acquired. The obligations of the Company may be\nassigned without limitation but in the event of such assignment, the Company\nshall remain responsible for all of its obligation's under this Agreement,\nincluding all payment and benefit obligations in paragraph 2. As the obligations\nto be performed by the Executive hereunder are unique based upon his skills and\nqualifications, the Executive's obligations under this Agreement may not be\nassigned.\n\n\n                                       12\n\n\n      19. Entire Agreement\n\n      Except as specified herein, this Agreement contains the entire agreement\nbetween the parties concerning the subject matter hereof and supersedes all\nprior agreements, understandings, discussions, negotiations and undertakings,\nwhether written or oral, between the parties with respect thereto.\n\n      20. Counterparts.\n\n      This Agreement may be executed in several counterparts, each of which\nshall be deemed to be an original, but all of which together will constitute one\nand the same Agreement.\n\n\n                                       13\n\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement, as of the\ndate and year first written above,\n\n                                        THE GILLETTE COMPANY\n                                        --------------------\n                                        By:\n\n\n                                        \/s\/ Michael C. Hawley\n                                        ---------------------\n                                        MICHAEL C. HAWLEY\n\n\n                                       14\n\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate and year first written above.\n\n                                        THE GILLETTE COMPANY\n                                        --------------------\n                                        By:\n\n\n                                        \/s\/ Robert E. DiCenso\n                                        ---------------------\n                                        Robert E. DiCenso\n\n\n                                        ---------------------\n                                        MICHAEL C. HAWLEY\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-40729","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\/40729","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=40729"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40729"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40729"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40729"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}