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Release And Separation Agreement

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RELEASE AND SEPARATION AGREEMENT




THIS RELEASE AND SEPARATION AGREEMENT ("Agreement"), is made and entered into this the 3 rd day

of February, 2003, by and between LOWE'S COMPANIES, INC., a North Carolina corporation ("Lowe's") and

WILLIAM C. WARDEN, JR. ("Employee").



NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby

acknowledged, the parties do hereby agree, covenant and stipulate as follows:



1. Separation of Employment. Employee shall be on paid leave of absence from Lowe's from February 3, 2003

through March 7, 2003. During the time period from February 3, 2003 through March 7, 2003, Employee shall

not be eligible to accrue, earn, or be granted any Company bonus or incentive stock options.



Employee shall not be required to, and shall not, perform any job-related duties for Lowe's while he is on

leave from the Company. Employee shall be separated from his employment with Lowe's, effective 5:00 p.m.,

March 7, 2003 (the "Separation Date"). After the Separation Date, Employee shall receive his 2002 Bonus

Plan payment and his payout from the Executive Deferred Compensation Plan, pursuant to the terms of

those plans. After the Separation Date, Employee shall also receive his payout from the prior and current

Benefit Restoration Plans, pursuant to the terms of those plans.



2. Consideration. In consideration of the release of Lowe's by Employee, Lowe's agrees to make the following

payments to Employee (the "Consideration").



(a) During the period from March 7, 2003 through March 7, 2004, Lowe's shall pay to Employee the gross sum

of $505,000 (Five Hundred Five Thousand Dollars), less all applicable required federal state, and local

withholdings. This payment will be made in four (4) installment payments to Employee each in the gross

amount of ONE HUNDRED TWENTY SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($126,250.00), the

first such payment to be made on March 10, 2003 and the remaining three (3) payments to be made as follows:

the second payment to be made on the 30th day of July, 2003, the third payment to be made on the 30th day of

October, 2003, and the fourth payment to be made on January 30, 2004.



(b) Employee will be reimbursed for twelve (12) months of medical insurance premiums. Employee shall

forward all premium invoices directly to the Vice President of Compensation and Benefits for reimbursement.



(c) Additionally, the parties agree that, in accordance with the terms of the Amended and Restated Stock

Option Agreement, the stock options to purchase all shares of Company stock presently held by Employee

shall vest in accordance with the vesting schedule previously established and shall not lapse three (3) months

following the Termination Date or during the remainder of the period preceding the expiration date of said

option,

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whichever is shorter, as provided in the Employee's Non-Qualified Stock Option Agreements and the

Incentive Stock Option Agreements dated December 4, 1998, February 3, 2000, March 1, 2001, February 1, 2002,

and March 1, 2002, and that those shares shall remain exercisable until the expiration date set forth in such

Agreement. The option, as amended, will be subject to the terms of an Amended and Restated Stock Option

Agreement to be executed by Employee and the Company as of the date hereof, in the form attached hereto as

Exhibit A. Employee does not have any other options or rights to purchase Company stock.



The Consideration shall only become payable after the expiration of the time period defined in paragraph 3

entitled "Right to Revoke Agreement" and upon the full execution and delivery of this Agreement in triplicate

to Stephen A. Hellrung, Senior Vice President, General Counsel and Secretary, Lowe's Companies, Inc., 1605

Curtis Bridge Road, Wilkesboro, NC 28697.



Employee agrees that the foregoing payments and benefits shall constitute the entire amount of monetary

consideration provided to him under this Agreement, that he is not entitled to any further monetary consideration

whatsoever from the Company, except for any and all vested and nonforfeitable benefits, payments, or stock rights,

including all rights, if any, under Lowe's ESOP and 401(k) plans, and that he will not seek any further compensation

or consideration for any other claimed damages, costs, or attorneys' fees in connection with the matters encompassed

in this Agreement.



3. Right to Revoke Agreement. Following Employee's execution and delivery of the Agreement to Lowe's,

Employee shall have a seven-day period in which to revoke this Agreement as provided in the Age Discrimination

in Employment Act ("ADEA") (referred to as "Revocation Period"). During this seven-day Revocation Period,

Employee shall exercise this right by delivering written notice of the Employee's revocation. Lowe's shall not have

the right to revoke this Agreement during the seven-day Revocation Period.



4. Confidentiality. Employee acknowledges that, during Employee's employment with Lowe's, Employee learned

information that is confidential to Lowe's ("Confidential Information"). Such Confidential Information includes, but

is not limited to: trade secrets; plans for opening, closing, expanding, or relocating stores; distribution information;

purchasing and product information; advertising and promotional programs and plans; financial or statistical data;

sales and account information; customer information; sales and marketing plans and strategies; pricing strategies

and reports; personnel information; information regarding threatened, pending, or closed legal matters; personnel

information and any other information of a similar nature that is not known or made available to the public or to

Lowe's competitors, which, if misused or disclosed, could adversely affect the business of Lowe's.



Employee agrees not to disclose any Confidential Information to any person (including any Lowe's employee who

does not need to know such Confidential Information), agency, institution, company or other entity without first

obtaining the written consent of Lowe's. Employee acknowledges and agrees that the duties and obligations

under this Section 4 will continue for as long as such Confidential Information remains confidential to Lowe's.



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Employee further acknowledges and agrees that any breach of this Section 4 would be a material breach of this

Agreement.





Employee further agrees to return any Confidential Information in his possession (whether in documentary or

electronic form) to Stephen A. Hellrung, Senior Vice President, General Counsel and Secretary, Lowe's Companies,

Inc., 1605 Curtis Bridge Road, Wilkesboro, NC 28697. Said Confidential Information will be returned within ten

business days.



Employee acknowledges and reaffirms the terms, provisions, warranties and covenants set forth in the Lowe's

Companies, Inc. Incentive Plan and all stock option agreements executed during Employee's tenure with Lowe's

except as amended herein.



5. Non-Competition. For a period of three years beginning on February 3, 2003, Employee shall not directly or

indirectly accept any employment, board appointment(s), consulting or other cooperative business arrangement

with: (i) any entity that owns, operates, controls or maintains retail and/or warehouse hardware or home

improvement stores with total annual sales of at least $500 million dollars including, but not limited to, the following

entities: The Home Depot, Inc.; Sears (including Sears Hardware Stores, and Orchard Sup
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