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Employment Separation Agreement (douglas R. Schenk, Executive Vice President/Pineapple), Dated December 30, 2003

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December 30, 2003


Mr. Douglas R. Schenk 372 Hoopalua Drive Pukalani, HI 96768


Re: Employment Separation Agreement


Dear Doug:


Thank you for meeting with me to discuss your separation from Maui Land & Pineapple Company, Inc. ("MLP"). Based on our discussion, this letter sets forth the terms and conditions regarding your separation from MLP. Upon review and execution by you this letter will become a legally enforceable agreement between you and MLP on the terms and conditions described below. Since this Agreement will supersede and replace all other agreements between you and MLP regarding your employment or separation from employment with MLP, please first review it carefully with your attorney.


1. Separation of Employment


Your separation from employment with MLP will be effective as of the close of business on December 31, 2003. You will be paid your regular salary and your unused vested and accumulated vacation pay through December 31, 2003 at the time of your separation. MLP will withhold from your final salary payment all required payroll and other currently authorized withholdings and deductions and from your final vested and accumulated vacation payment only the applicable payroll taxes. After the effective date of your separation MLP understands and agrees that you will not be providing any employment services to MLP and you understand and agree that you will not be provided or eligible for any employee compensation or employee benefits from MLP except as described in Paragraph 2 below.


2. Separation Benefits.


In consideration of the Additional Separation Benefits described in Subparagraph 2b. below you will receive, in lieu of all other compensation and employee benefits, the salary and vacation payments described in Paragraph 1 above and the payments and benefits described in this Paragraph 2.


a. Existing Employment Benefits.


From and after January 1, 2004 you will receive when due the following employee benefits to which you have vested under MLP's current employee benefit plans and policies, less applicable payroll taxes, in accordance with the terms and conditions of those benefit plans and any applicable Summary Plan Descriptions, which will control in the event of any conflict with this letter, as follows:


(1) As provided in Paragraph 1 above, your unused,
accumulated and prorate vacation pay benefit
through December 31, 2003 in the amount of
$38,507.69, representing forty (40) days of such
vacation pay benefits;


(2) Your Employee Stock Ownership Plan benefit;


(3) The terminated Unfunded Executive Deferred
Compensation Plan benefit totaling $98,335.00
payable in equal monthly installments over a
maximum of ten years. Payments to commence during
the month of June, 2007 and continuing each month
thereafter in accordance with MLP's normal payroll
payment schedule;


(4) The Unfunded Executive Severance Plan benefit in
the amount of $375,450 paid in equal installments
according to MLP's regular payroll schedule
beginning with the first pay cycle following
December 31, 2003 and ending with the close of the
pay cycle immediately preceding June 1, 2007;


(5) Medical, dental, vision and prescription drug
benefits coverage from January 1, 2004 through
June 30, 2005 ( the "Covered Period") under the
MLP health care plan (hereafter referred to as the
MLP Health Care Plan) if C.O.B.R.A. continuation
coverage is elected. The premium cost of such
coverage shall be paid for by MLP and you in
monthly amounts with the same premium cost sharing
split applied each month to active salaried
employees during the Covered Period;


(6) Your voluntary deferrals into the Maui Land &
Pineapple Company, Inc. Retirement Savings Plan
(401k plan) and into the Executive Deferred
Compensation Plan, and any award for a cycle in
which you are a named participant in the Long Term
Incentive Plan in accordance with the terms of the
plan documents.


b. Additional Separation Benefits.


In addition to the employment benefits described in Paragraph 2.a. above, and in consideration of your release, indemnification and promises described below, MLP will provide the following Additional Separation Benefits:


(1) Defined Benefit Plan and SERP Target Benefit
Enhancements:


MLP will increase the age and or service credit
for your Defined Benefit Plan Single Life Annuity and your
Unfunded SERP Target Benefit Single Life Annuity so that
your combined single life annuity annual benefit under your
Defined Benefit Plan Single Life Annuity and your SERP
Target Benefit Single Life Annuity is increased to a total
amount of $82,162.00 as of June 1, 2007. If you select a
joint and survivor benefit, the foregoing benefit amount
will be adjusted in accordance with the terms of the Plans.
The amount of the benefit in excess of the amount paid from
the Defined Benefit Plan will be paid from MLP's general
assets under the terms of the SERP Plan.


(2) Health Care Benefit Enhancements


Your coverage under the MLP Health Care Plan for
medical, vision and prescription drug (but not dental)
benefits or if not available an equivalent alternative
plan obtained for you with the same premium cost split
described in Subparagraph 2a.(5) above shall be
extended for 23 months through May 31, 2007 in
accordance with the same terms of as described in
Subparagraph 2.a(5);


(3) Independent Consulting Services Agreement


A three (3
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