Separation Agreement Between Garnet E. King

Exhibit 10.2


SEPARATION AGREEMENT AND GENERAL RELEASE
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Caution: Read Carefully This Is a Release in Full


THIS SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is made and entered into this 19th day of September 2001, between Garnet E. King ("Employee"), and Alltrista Corporation (the "Company").


WHEREAS, the Company employed Employee in the position of Corporate Secretary and Director of Executive Services;


WHEREAS, the Company and Employee desire to amicably dispose of any and all matters and claims of any kind or nature between them which may now or hereafter exist in any way relating to Employee's employment with the Company and the conclusion of that employment;


NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, it is agreed as follows:


1. Definitions.
-----------


(a) "Company" means Alltrista Corporation and all of its past and present officers, directors, employees, trustees, agents, parent, partners, members, shareholders, affiliates, divisions, principals, insurers, all employee benefit plans (and any fiduciary of such plans) sponsored by the aforesaid entities, and each of them, and each entity's subsidiaries, predecessors, successors, and assigns, and all other entities, persons, firms, or corporations liable or who might be claimed to be liable to Employee, none of whom admit any liability, but all of whom expressly deny any such liability.


(b) "Competitor" means any person or entity that competes with the Company's business of manufacturing, distributing, selling, packaging or shipping either home-food preservation products or zinc metal coinage.


(c) "Customer" or "Client" means any person or entity which, within the twelve (12) month period immediately preceding the Separation Date (as defined below), used or purchased or contracted to use or purchase any services or products from the Company; including, but not limited to, the following: the United States Mint, the Royal Canadian Mint, Wal-Mart Stores, Inc., SuperValu, Inc., Kroger Co., and Consolidated Stores Corp., and the affiliates and subsidiaries thereof.


(d) "Effective Date" means that date occurring seven (7) calendar days after Employee's signing of this Agreement, on the condition that this Agreement is not revoked by Employee within the "Revocation Period".


(e) "Performance Share Plan" means the Alltrista Corporation 1998 Performance Share Plan, effective as of January 1, 1998, and any amendments thereto.


(f) "Restricted Period" means the period of time during the Consulting Term (as defined below) and any extension of the Restricted Period pursuant to paragraph 9 below.


(g) "Revocation Period" means the seven (7) calendar day period after Employee signs this Agreement, not counting the day Employee actually signs it.


(h) "Separation Date" means September 28, 2001.


(i) "Signing Period" means the twenty-one (21) day period following the day Employee receives this Agreement, in which Employee has to consider whether to sign this Agreement.


(j) "Stock Option Plan" means the Alltrista Corporation 1998 Stock Option Plan.


(k) "Vendor" means any person or entity which is or within the twelve (12) month period immediately preceding the Separation Date contracted to provide services or products to the Company.


2. Employee's Release Of Claims. In consideration of the Company's
---------------------------- agreement to make the Separation Payments upon the terms and conditions described in paragraph 3, Employee gives up, releases, and waives all Claims against the Company, including without limitation: (a) all claims Employee has as of the Effective Date of this Agreement, whether known or unknown, including without limitation all claims arising directly or indirectly out of or relating to Employee's employment with Company, or the termination of that employment, including, but not limited to, any claims arising under the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act ("ADEA"); the Older Worker Benefits Protection Act ("OWBPA"); the Equal Pay Act; Employee Retirement Income Security Act; the Consolidated Omnibus Budget Reconciliation Act; the Rehabilitation Act of 1973; the Civil Rights Act of 1991; the Civil Rights Act of 1866 (42 U.S.C. ss.1981, et seq.); the Family and Medical Leave Act; the Americans with Disabilities Act; Indiana Civil Rights Law; all such laws as amended and/or any other federal, state or local law; (b) all claims under any principle of common law or equity, including but not limited to, claims for alleged unpaid wages or other compensation; any tort; breach of contract; promissory or equitable estoppel; and any other allegedly wrongful employment practices; and (c) all claims for any type of relief from the Company, including but not limited to, claims for damages of any kind and all claims for costs, expenses and attorneys fees.


3. Separation Payments. Contingent upon Employee's execution of this
------------------- Agreement within the Signing Period and the expiration of the Revocation Period, the Company shall make payments (collectively, the "Separation Payments") to Employee in the amounts and on the terms as set forth below in subparagraphs 3(a) through 3(e). Unless otherwise specified, all Separation Payments will be made minus all applicable deductions, including deductions for any applicable, federal, state, and local taxes and FICA. All Separation Payments will be deemed to have been


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made when a check representing the appropriate amount is mailed to Employee's last known address. Employee acknowledges that the Separation Payments described below constitute full and fair consideration for the release of all Claims, as set forth in paragraph 2 above, and the performance of the consulting services described in paragraph 4 below, and that the Company is not otherwise obligated to make the below described Separation Payments. Employee also acknowledges that all other forms of compensation, of whatever kind, that may be due to her by the Company are hereby extinguished.


(a) Initial Payment. Upon the expiration of the Revocation Period, the
--------------- Company shall pay to Employee an amount equal to Eighty-Four Thousand, Three Hundred and Seventy-Five Dollars ($84,375).


(b) COBRA. Upon the expiration of the Revocation Period, the Company shall
----- pay to Employee a lump sum cash payment in an amount equal to twelve (12) months of benefit payments for Employee's insurance coverage under COBRA.


(c) Performance Share Plan. Employee shall participate in the Performance
---------------------- Share Plan through the Separation Date and any payouts to Employee thereunder shall be based on performance factors as of December 31, 2001. Any shares earned by Employee under the Performance Share Plan shall be issued to Employee no later than February 28, 2002.


(d) Incentive Compensation. Incentive compensation for 2001 shall be based
---------------------- on Employee's performance factor for that year and Employee's salary earned from January 1, 2001 through the Separation Date. The Company shall pay any such incentive compensation and any remaining bank balance to Employee no later than February 28, 2002.


(e) Stock Options. Effective on the Separation Date, all grants of stock
------------- options previously made to Employee (the "Options"), shall be fully vested and immediately exercisable. Employee must exercise the Options in accordance with the terms of the Stock Option Plan on or before June 30, 2002 or the Options shall expire.


4. Consulting Services. Employee hereby acknowledges the unique nature of
------------------- the services she performed for the Company prior to the Separation Date and her knowledge of the Company's business, operations, administration and policies. Employee agrees during the period comm ...