{"id":43584,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-and-release-procter-amp-gamble-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-and-release-procter-amp-gamble-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/separation-agreement-and-release-procter-amp-gamble-co.html","title":{"rendered":"Separation Agreement and Release – Procter & Gamble Co."},"content":{"rendered":"

SEPARATION AGREEMENT AND
\nRELEASE<\/u><\/strong><\/a><\/p>\n<\/p>\n

\n

To: [Employee Name]<\/p>\n

Date: [Offer Date]<\/p>\n<\/p>\n

[Correct P&G Entity] (“P&G”) is willing to provide you with certain
\nassistance following your employment separation from the Company. The following,
\nwhich is subject to your approval, sets forth our proposed agreement to do so.
\nYour receipt of the benefits described below is conditioned upon your accepting,
\nand abiding by, the terms of this Agreement.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Employment Separation Date:<\/em><\/p>\n<\/td>\n

\n

Your last day of employment will be [Separation Date], referred to as your
\n“Employment Separation Date.” Unless otherwise noted below, your pay and
\nbenefits will cease as of your Employment Separation Date.<\/p>\n<\/td>\n<\/tr>\n

\n

Vacation:<\/em><\/p>\n<\/td>\n

\n

Regardless of whether you accept this Agreement, you will receive a lump sum
\npayment for any accrued but unused vacation as of your Employment Separation
\nDate, which sum will be paid to you in accordance with Company policy and
\napplicable laws. You will not accrue any additional vacation following your
\nEmployment Separation Date.<\/p>\n<\/td>\n<\/tr>\n

\n

Separation Payment:<\/em><\/p>\n<\/td>\n

\n

As soon as practical after your Employment Separation Date, P&G will
\nprovide you with a Separation Payment of [$Total amount], less legally required
\nwithholdings and deductions.<\/p>\n<\/p>\n

Amounts you owe to P&G as of your Employment Separation Date, including,
\nbut not limited to, wage and\/or benefit overpayments and unpaid loans, will also
\nbe deducted from the Separation Payment.<\/p>\n<\/td>\n<\/tr>\n

\n

Medical Benefits:<\/em><\/p>\n<\/td>\n

\n

Your employee Medical and Dental Insurance (including prescription drug and
\nEAP programs) and Basic Group Life insurance coverage will continue until the
\nearlier of: (i) [Benefits end date], or (ii) the date on which you become
\neligible to participate in another employer’s plans.<\/p>\n<\/p>\n

Thereafter you may elect to receive insurance continuation as provided under
\nfederal law (COBRA); and if you elect COBRA, you will be responsible for the
\nentirety of the insurance premium(s), as provided under state and federal law.
\nIf you were eligible for retiree coverage<\/u> on your Employment Separation
\nDate, your Basic Group Life Insurance will convert to Retiree Group Life
\nInsurance, and you will be eligible to enroll in P&G’s retiree health
\ninsurance program. Prior to the expiration of your employee coverage, you should
\ncontact the Employee Service Center for retiree enrollment information.<\/p>\n<\/p>\n

While you participate in any of P&G’s employee benefit plans, regardless
\nof whether your participation is before or after your Employment Separation
\nDate, your coverage under such plans is subject to the terms and conditions of
\nthose plans, which may change from time to time. For example, plans may require
\nthat you enroll in Medicare to be eligible for coverage. After your Employment
\nSeparation Date, you will no longer be an active P&G employee, which may
\naffect your coverage under those plans. For more information on how not being an
\nactive P&G employee may affect your coverage, please refer to and review the
\nsummary plan descriptions for each plan.<\/p>\n<\/p>\n

Important Note: <\/strong>If you become employed by a direct
\ncompetitor of P&G (as determined by P&G’s Global Human Resources
\nOfficer) in any capacity, your continuation coverage for Medical Benefits under
\nthe terms of this Agreement will terminate immediately. Further, as long as you
\nare employed by a direct competitor of P&G, you will not be eligible for
\ncoverage under P&G’s retiree health insurance coverage.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Outplacement Services:<\/em><\/p>\n<\/td>\n

\n

P&G’s outplacement supplier, Right Management Consultants, will provide
\nservices to assist you in managing your transition to a new future, based on
\nyour interest. Services include pre-decision counseling, career transition
\nprograms, and job development opportunities. Right Management Consultants will
\nalso assist you in preparing for your job search, including r sum preparation,
\ncover letters, other written materials and interview and networking training.\n<\/p>\n<\/p>\n

After accepting this Agreement and obtaining your manager’s approval, you
\nmay<\/u> begin utilizing outplacement services on a limited basis prior to
\nyour Employment Separation Date, consistent with the needs of the business and
\nyour responsibilities to complete and\/or transition your work. Note that you
\nmust<\/u> begin utilizing outplacement services no later than 45 days after
\nyour Employment Separation Date to be eligible for this benefit.<\/p>\n<\/td>\n<\/tr>\n

\n

Retraining:<\/em><\/p>\n<\/td>\n

\n

P&G may reimburse you a maximum<\/u> of $5,000 for the cost of tuition,
\nregistration and laboratory fees for courses taken at accredited colleges and
\nuniversities, or at 2-year colleges, high school, trade or vocational schools
\napproved by appropriate accrediting boards. Correspondence courses which result
\nin credit towards diplomas, degrees, etc. may be acceptable if offered by
\neligible non-profit institutions.<\/p>\n<\/p>\n

You must have courses approved in advance<\/u> and submit proof of payment
\nof covered fees and proof (such as a transcript) that the courses were completed
\nsuccessfully. Courses will only be approved if they clearly lead or contribute
\nto future income-producing opportunities. Courses that are recreational in
\nnature, such as golf lessons, will not be approved.<\/p>\n<\/p>\n

All retraining must be completed within 24 months of your Employment
\nSeparation Date<\/u>. The retraining reimbursement benefit is administered by
\nRight Management Consultants.<\/p>\n<\/td>\n<\/tr>\n

\n

Termination of Benefits:<\/em><\/p>\n<\/td>\n

\n

Except as provided above, your eligibility to participate in Company medical,
\ndental, life insurance, disability, and other benefit plans will end following
\nyour Employment Separation Date. Your rights and entitlements under the P&G
\nProfit Sharing and Employee Stock Ownership Plan, other retirement plans, the
\nP&G Stock and Incentive Compensation Plan, and other compensation plans will
\nbe determined in accordance with the terms of those plans. This Agreement does
\nnot alter the rights and obligations that you may have under the Procter &
\nGamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001
\nStock and Incentive Plan, and the Gillette Company 2004 Long-Term Incentive
\nPlan.<\/p>\n<\/td>\n<\/tr>\n

\n

Continued Employment Through Your Employment Separation Date:<\/em><\/p>\n<\/td>\n

\n

You agree to perform your work and responsibilities as an employee in a
\nsatisfactory manner up to and including your Employment Separation Date. If you
\ndo not do so, or if you engage in serious misconduct during your employment, you
\nunderstand and agree that P&G will not provide, nor will it be obligated to
\nprovide, you with the Separation Payment, medical benefits, outplacement,
\nretraining and other benefits described above. If you have already received any
\nsuch pay or benefits, you agree to repay them to P&G upon demand.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Release of Claims – Including Age Discrimination and Employment
\nClaims:<\/em><\/p>\n<\/td>\n

\n

In consideration of the Separation Payment and other benefits provided above
\nto which you would not have been entitled under any existing P&G policy, you
\nrelease P&G from any and all claims you have against P&G. The term
\n“P&G” includes [Correct P&G Entity] and any of its present, former and
\nfuture owners, parents, affiliates and subsidiaries, and its and their
\ndirectors, officers, shareholders, employees, agents, servants, representatives,
\npredecessors, successors and assigns.<\/p>\n<\/p>\n

This release applies to claims about which you now know or may later
\ndiscover, and includes but is not limited to: (1) claims arising under the Age
\nDiscrimination in Employment Act, 29 U.S.C. \u00a7 621, et seq<\/em>.; (2) claims
\narising out of or relating in any way to your employment with P&G or the
\nconclusion of that employment; and (3) claims arising under any federal, state
\nand local employment discrimination laws, regulations or ordinances or other
\norders that regulate the employment relationship and\/or employee benefits. This
\nrelease does not apply to claims that may arise after the date you accept this
\nAgreement or that may not be released under applicable law.<\/p>\n<\/p>\n

Nothing in this Agreement is a waiver of your right to file any charge or
\ncomplaint with administrative agencies such as the United States Equal
\nEmployment Opportunity Commission (hereafter, “Excepted Charge”). However, this
\nexception does not limit the scope of your waiver and release in the paragraphs
\nabove, and you waive any right to recover damages or obtain individual relief
\nthat might otherwise result from the filing of any Excepted Charge.<\/p>\n<\/td>\n<\/tr>\n

\n

Confidential, Proprietary, Trade Secret Information & Period of
\nNon-Competition:<\/em><\/p>\n<\/td>\n

\n

You agree that you will not use or share any confidential, proprietary or
\ntrade secret information about any aspect of P&G’s business with any
\nnon-P&G employee or business entity at any time in the future.<\/p>\n<\/p>\n

You understand and agree that, unless you have prior written consent from
\nP&G, you will not engage in any activity or provide any services for a
\nperiod of three (3) years following your Employment Separation Date in
\nconnection with the manufacture, development, advertising, promotion or sale of
\nany product which is the same as, similar to, or competitive with any products
\nof P&G or its subsidiaries (including both existing products as well as
\nproducts in development which are known to you, as a consequence of your
\nemployment with P&G):<\/p>\n<\/p>\n

1. With respect to which your work has been directly concerned at any time
\nduring the two (2) years preceding your Employment Separation Date; or<\/p>\n<\/p>\n

2. With respect to which during that period of time you, as a consequence of
\nyour job performance and duties, acquired knowledge of trade secrets or other
\nconfidential information of P&G.<\/p>\n<\/p>\n

For the purposes of this section, it shall be conclusively presumed that you
\nhave knowledge or information to which you were directly exposed through the
\nactual receipt of memos or documents containing such information or through
\nactual attendance at meetings at which such information was discussed or
\ndisclosed.<\/p>\n<\/p>\n

The provisions of this section are not in lieu of, but are in addition to,
\nyour continuing obligation to not use or disclose P&G’s trade secrets and
\nconfidential information known to you until any particular trade secret or
\nconfidential information becomes generally known (through no fault of yours).
\nInformation regarding products in development, in test market or being marketed
\nor promoted in a discrete geographic region, which information P&G is
\nconsidering for a broader use, shall not be deemed generally known until such
\nbroader use is actually commercially implemented.<\/p>\n<\/p>\n

If any restriction in this section is found by any court of competent
\njurisdiction or arbitrator to be unenforceable because it extends for too long a
\nperiod of time or over too great a range of activities or in too broad a
\ngeographic area, it will be modified and interpreted to extend only over the
\nmaximum period of time, range of activities or geographic area so that it may be
\nenforceable.<\/p>\n<\/td>\n<\/tr>\n

\n

Non-Disparaging Remarks:<\/em><\/p>\n<\/td>\n

\n

You agree that you will not make disparaging or defamatory remarks about
\nP&G, its employees or officers, or its or their products, services,
\npractices (including personnel practices) or conduct, provided, however, that
\nyou may give truthful testimony about such matters if properly subpoenaed to do
\nso.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Assignment of Intellectual Property:<\/em><\/p>\n<\/td>\n

\n

You will promptly and fully disclose, transfer and assign to P&G all
\ninventions and any other intellectual property (collectively “Intellectual
\nProperty”) made or conceived by you during your employment with P&G. You
\nagree to fully cooperate in executing any papers required for establishing or
\nprotecting the Intellectual Property and for establishing P&G’s ownership,
\neven if such cooperation is necessary after your Employment Separation Date.<\/p>\n<\/td>\n<\/tr>\n

\n

Return of P&G Property:<\/em><\/p>\n<\/td>\n

\n

You agree that on or before your Employment Separation Date, you will return
\nto P&G in good condition all of its equipment, materials and information
\nthat were in your possession, custody or control (including, but not limited to,
\ncomputers, files, documents, credit cards, keys and identification badges). You
\nfurther agree that you will provide your manager with all passwords to P&G
\nelectronic communication and data systems before your Employment Separation
\nDate.<\/p>\n<\/td>\n<\/tr>\n

\n

Injury Reporting:<\/em><\/p>\n<\/td>\n

\n

You agree that you have reported to Health Services all job-related illnesses
\nand injuries that you experienced during your employment.<\/p>\n<\/td>\n<\/tr>\n

\n

Agreement to Arbitrate Disputes:<\/em><\/p>\n<\/td>\n

\n

Resolving any future differences we may have in the courts can take a long
\ntime and be expensive. You and P&G therefore agree that the only remedy for
\nall disputes that are not released by this Agreement or that arise out of your
\nemployment with or separation from P&G, or any aspect of this Agreement,
\nwill be to submit any such disputes (with the exception noted at the end of this
\nsection) to final and binding arbitration in accordance with the National Rules
\nfor Resolution of Employment Disputes of the American Arbitration Association
\nthen in effect.<\/p>\n<\/p>\n

You and P&G agree that the aggrieved party must send written notice of
\nany claim to the other party by certified mail, return receipt requested.
\nWritten notice for P&G will be sent to: Secretary, One Procter & Gamble
\nPlaza, Cincinnati, OH 45202, and to you at the most current address shown for
\nyou in P&G’s records. The arbitrator will apply the law of the state in
\nwhich the claim arose, or federal law, or both, as applicable to the claim(s)
\nasserted. At your written request, P&G will reimburse you for all fees and
\ncosts charged by the American Arbitration Association and its arbitrator to the
\nextent they exceed the applicable fees and costs that would have been charged by
\na court of competent jurisdiction had your claim been filed in court.<\/p>\n<\/p>\n

There is one exception to this section. P&G may seek injunctive relief in
\nany court of competent jurisdiction if it has reason to believe that you have
\nviolated or are about to violate the terms of the “Confidential, Proprietary,
\nTrade Secret Information & Period of Non-Competition” section above.<\/p>\n<\/td>\n<\/tr>\n

\n

Severability:<\/em><\/p>\n<\/td>\n

\n

If any court of competent jurisdiction or arbitrator should later find that
\nany portion of this Agreement is invalid, that invalidity will not affect the
\nenforceability of any other portion of this Agreement. However, if the “Release
\nof Claims” is deemed void or unenforceable, the entire Agreement shall be
\nvoidable at P&G’s option.<\/p>\n<\/td>\n<\/tr>\n

\n

Employment References:<\/em><\/p>\n<\/td>\n

\n

You understand that P&G’s historical policy is to not provide employment
\nreferences to prospective employers. However, P&G is willing to waive that
\npolicy in your case on the following basis: You authorize your manager or human
\nresources representative to provide an employment reference upon written or
\nverbal request. In return, you release and will not bring, be a party to, or
\nassist in any legal action, charge, or claim of any kind against P&G based
\nupon that employment reference (or lack thereof). You agree that you will refer
\nall reference inquiries to your manager or human resources representative only.
\nYou further understand that all disputes regarding employment references or the
\nlack thereof must be resolved through the arbitration process described above.\n<\/p>\n<\/td>\n<\/tr>\n

\n

No Reliance:<\/em><\/p>\n<\/td>\n

\n

In deciding to accept this Agreement, you agree that you have not relied upon
\nany statements or promises by P&G, its managers, agents or employees, other
\nthan those set forth in this Agreement. No other promises or agreements
\nconcerning the matters described in this Agreement shall be binding unless in a
\nsubsequent document signed by these parties.<\/p>\n<\/td>\n<\/tr>\n

\n

Your Attorney:<\/em><\/p>\n<\/td>\n

\n

You acknowledge that you have been and hereby are advised to consult with
\nlegal counsel before accepting this Agreement and have either done so or have
\nvoluntarily declined to do so.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Timing for Acceptance or Revocation:<\/em><\/p>\n<\/td>\n

\n

You have forty-five (45) calendar days in which to consider this Agreement,
\nand if you choose, to accept it by indicating your acceptance in P&G’s
\nelectronic system. Further, you may within seven (7) calendar days following the
\ndate you accept this Agreement, cancel and terminate it by giving written notice
\nof your intentions to P&G, and by returning to P&G any remuneration or
\nbenefits you have received or which P&G has paid under this Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

To accept this separation package according to the terms of the above
\nAgreement, go back to the e-mail and electronic link you received and click on
\nthe “Accept” button. By clicking “Accept,” you acknowledge that you have read
\nthe entire Agreement, that you understand it, and that you voluntarily accept
\nits terms. You further agree that you understand it is a legally binding
\nagreement, that you have been advised to consult with an attorney, that you have
\nbeen given 45 days to consider the Agreement, and that you can revoke your
\nacceptance within seven days of your acceptance by providing written
\nnotification to your immediate manager. If you do not wish to accept this
\nAgreement, click on the “Decline” button.<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8583],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9622,9628],"class_list":["post-43584","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-procter---gamble-co","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43584","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=43584"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43584"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43584"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43584"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}