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Retirement Agreement and Release
Retirement Agreement and Release (43K)
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RETIREMENT AGREEMENT AND RELEASE
THIS RETIREMENT AGREEMENT AND RELEASE ("Agreement") is made and entered by
and between Roy T. Rueb ("Rueb") and Pentair, Inc. ("Pentair" or the "Company").
1. Consideration. In consideration for the mutual promises exchanged
-------------
herein and for the payments to Rueb set forth herein, Rueb and the Company
acknowledge the full, complete, and final settlement of any and all claims,
actions, causes of action or costs, including attorneys' fees, against the
other and the other persons and entities released herein.
2. Continued Employment. The parties acknowledge that Pentair will pay
--------------------
Rueb $5,208.33 each pay period between January 01, 2002 and December 31, 2002.
In exchange for these payments, Rueb will perform special project duties as
assigned on a part time basis. This amount shall be paid in accordance with the
usual payroll practices of Pentair and shall be subject to applicable federal
and state withholding taxes and any other deductions which have been authorized
by Rueb or which Pentair may be required by law to make. Rueb will be eligible
for all qualified benefit programs, to include medical and dental insurance,
life insurance, disability insurance, 401(k) and Pension. There will be no
--
continued participation under Pentair's Management Incentive Plan (MIP) or the
Omnibus Plan for service in 2002.
3. Separation from Service. Rueb's employment with Pentair ends
-----------------------
effective December 31, 2002 (the "Separation Date"). Notwithstanding the
Separation Date, Rueb ceased to be an officer and a director of Pentair and of
each Pentair subsidiary listed on the attached Schedule A and a committee member
or fiduciary with respect to each Pentair benefit plan listed on Schedule B as
of December 31, 2001.
4. Stock and Equity Awards. Outstanding awards made to Rueb under the
-----------------------
Pentair Omnibus Stock Incentive Plan (the "Omnibus Plan") and other equity
awards shall be paid as follows:
a. Restricted Stock. All shares of restricted stock awarded to
----------------
Rueb through December 31, 2001 and any shares resulting from the 2001 Key
Employee Stock Ownership Incentive Plan together with any shares of
restricted stock awarded to Rueb under the Omnibus Plan or any other bonus
program shall, to the extent not currently vested, be vested as of
December 31, 2001 and released at the time of the ICU payment. Rueb
acknowledges that without this Agreement, he would not be entitled to the
benefits set forth in this subparagraph.
b. Incentive Compensation Units ("ICUs. All ICUs awarded to Rueb
-----------------------------------
as of December 31, 2001 under the Omnibus Plan shall be deemed to be
fully vested as of December 31, 2001 without regard to the vesting period
stated at the time of grant. The value of said awards shall be calculated
and paid to Rueb in April, 2002. Rueb acknowledges that without this
Agreement, he would not be entitled to the benefits set forth in this
subparagraph.
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{PAGE}
c. Stock Options. All outstanding stock options granted to Rueb
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under the Omnibus Plan shall remain outstanding and exercisable by him
through the earlier of their original maturity date and five years from
the January 1, 2002. The date any such option is first exercisable shall
not be accelerated. In the event Rueb should die before all such options
have been exercised or otherwise lapse, then the beneficiary designated by
Rueb shall have six (6) months from Rueb's death to exercise options then
outstanding. Reload privileges are retained through your last day of
employment. Any options not so exercised shall lapse. To the extent
options designated as incentive stock options are exercised within thirty
(30) days of the last day of Rueb's employment, they shall retain their
status as qualified options; options exercised after this thirty (30) day
period shall be treated as nonqualified options. If within two years after
the Separation Date, Rueb shall sell any Pentair common stock acquired
pursuant to the exercise of qualified options, he shall immediately notify
Pentair of such sale and shall supply all information reasonably requested
by Pentair with respect to such sale. Rueb acknowledges that without this
Agreement, he would not be entitled to the benefits set forth in this
subparagraph.
d. Insider Status. Henson & Efron, P.A. will advise Rueb in
--------------
writing of its understanding of his status as an insider with Pentair for
purposes of any stock transactions.
5. Retirement Benefits. Rueb shall receive payment from the
-------------------
tax-qualified and non qualified retirement plans maintained by Pentair as
follows:
a. Pentair Pension Plan. Rueb shall be entitled to receive payment
--------------------
of his vested accrued benefit under the Pentair Pension Plan in
accordance with applicable provisions of that plan. From and after the
Separation Date from employment, Rueb shall cease to be eligible to accrue
additional benefits under the Pentair Pension Plan.
b. Supplemental Retirement Payment. As a supplemental retirement
-------------------------------
benefit, Rueb (or in the event of his death his beneficiaries) shall be
paid $10,416.67 per month beginning as soon as administratively feasible
after January 1, 2002 through December 31, 2002. On January 1, 2003 Rueb
will be paid a supplemental retirement benefit of $8333.83 per month
payable as a life only benefit. This benefit is in lieu of benefits under
either the 1988 or 1999 Supplemental Executive Retirement Plans and,
except as otherwise provided in the Agreement, any other non-tax qualified
retirement or deferred compensation arrangement sponsored by Pentair or
any of its affiliates. The calculation of Rueb's benefit assumes that for
the purpose of determining the reduction for early commencement for his
January 1, 2003 benefit that Rueb is age 65. Rueb understands and agrees
that this supplemental retirement benefit is more than Pentair is required
to pay under its normal policies and procedures, and Rueb
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{PAGE}
acknowledges that without this Agreement, he would not be entitled to the
benefits set forth in this subparagraph.
c. Retirement Savings and Stock Incentive Plan ("RSIP"). Rueb
----------------------------------------------------
shall be entitled to receive payment of his vested accrued benefit under
the RSIP in accordance with applicable provisions of that plan after his
separation from employment. Rueb shall remain a participant in RSIP until
such time as he requests and receives payment of his vested accrued
benefit, but from and after the Separation Date, Rueb shall not be
entitled to make contributions to the RSIP or to share in allocations of
contributions made by Pentair with respect to service completed after the
separation date.
d. Non-Qualified Deferred Compensation Plan ("Sidekick"). Rueb
-----------------------------------------------------
shall be entitled to receive payment of all amounts payable to him under
the terms and conditions of the Sidekick in accordance with the payment
election made by him prior to the date hereof. From and after the
Separation Date, Rueb shall not be entitled to make contributions to the
sidekick or to share in the allocations of contributions made by Pentair
with respect to service completed after the separation date.
e. Other Deferred Compensation Plan. To the extent Rueb may have
--------------------------------
amounts payable to him by reason of his participation in the deferred
compensation plan maintained by Pentair prior to implementation of
Sidekick, Rueb shall be entitled to receive payment of such deferred
compensation in accordance with the annual payment elections made by him
during the time he elected to participate in such plan.
6. Insurance Benefits. Rueb shall be eligible to elect to continue
------------------
participation in various medical, dental, life and disability insurance
benefits offered by Pentair as follows:
a. Medical and Dental Insurance. In the event Rueb elects to
----------------------------
continue participating in the Company's medical and dental insurance
programs after his separation from employment as are made available to
employees of Pentair, the cost of providing such benefits shall be shared
by Pentair and Rueb on the same basis as if Rueb had remained an employee
of Pentair until the earlier of such time as he is eligible for such
coverage with a subsequent employer or eighteen (18) months from the
Separation Date. Rueb's share of the premiums shall be paid directly to
Pentair Benefits Direct. After Rueb acknowledges that he would not be
entitled to this benefit without this Agreement. For purposes of COBRA,
the continuation period shall begin on January 1, 2003. At the expiration
of the maximum continuation period, Rueb shall be offered such conversion
rights as are then being made available by the then insurer.
b. Supplemental Disability and Supplemental Life Insurance. Rueb
-------------------------------------------------------
will be covered under the Company's group life (including dependent
life), short-
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{PAGE}
term disability and long-term disability plans, as amended from time to
time, through the Separation Date. After the Separation Date, Rueb may
elect to arrange for continuation of coverage and direct premium payment
at his sole cost and expense.
c. Flexible Benefit Plan (125C). Rueb shall be offered the
----------------------------
opportunity to continue participation in the Pentair Flexible Benefit
Plan consistent with the terms and provisions of said plan.
d. Retiree Flex Plan. Rueb may elect to begin participation in the
-----------------
Retiree Flex Plan consistent with the terms and provisions of said plan
at the end of the COBRA continuation period. The Company established the
Retiree Flex Plan to offset a portion of a retiree's cost for medical
coverage through cash credits which reimburse premiums paid or are applied
against the retiree's contributions and make available a good selection of
retiree medical coverage at group rates, where possible.
7. Other Benefits or Payments. Rueb shall be entitled to receive other
--------------------------
payments and benefits as follows:
a. Flexible Perquisite Account. Pentair will not be eligible to
---------------------------
participate in the Flexible Perquisite Plan for 2002.
b. Company Automobile. The title on the existing vehicle will be
------------------
released to Rueb on January 1, 2002 or as soon after that date as
administratively feasible. Rueb acknowledges that without this Agreement,
he would not be entitled to the benefits set forth in this subparagraph.
c. Business Expenses. Pentair will reimburse Rueb for all
-----------------
business expenses incurred by him in the active performance of work on
behalf of Pentair through December 2002, provided Rueb submits proper
documentation for such expenses.
8. Confidential Information Acquired During Employment. Rueb agrees that
---------------------------------------------------
he will continue to treat, as private and privileged, any information, data,
figures, projections, estimates, marketing plans, customer lists, lists of
contract workers, tax records, personnel records, accounting procedures,
formulas, contracts, business partners, alliances, ventures and all other
confidential information which Rueb acquired while working for the Company.
Further, Rueb agrees that he will not release any such information to any
person, firm, corporation or other entity at any time, except as may be
required by law, or as agreed to in writing by the Company. Rueb acknowledges
that any violation of this non-disclosure provision shall entitle the Company
to appropriate injunctive relief and to any damages which it may sustain due to
the improper disclosure.
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{PAGE}
9. Confidentiality. Rueb represents and agrees that he will keep the
---------------
terms and existence of this Agreement completely confidential, and that he will
not disclose any information concerning this Agreement to anyone, except for
his counsel, tax accountant, spouse or except as may be required by law or
agreed to in writing by the Company.
10. Non-Solicitation/Non-Competition Agreement. Rueb acknowledges that
------------------------------------------
during his employment at Pentair and with its subsidiaries and affiliates, he
became familiar with trade secrets, know-how, executive personnel, business
strategies, product development and other confidential and proprietary
information concerning the business of Pentair. In consideration for the
benefits paid to Rueb under this Agreement (including, but not limited to,
those benefits in Paragraph 5.b. hereof), Rueb agrees that he shall not, either
directly or indirectly, and without the prior written consent of Pentair:
a. own, manage, control, participate in, consult with or render
services of any kind for any concern which engages in a business which is
competitive with any business being conducted, or contemplated being
conducted, by Pentair as of the Separation Date;
b. become an employee or agent of any publicly traded corporation
or other entity, or any division or subsidiary of such a corporation or
entity, where more than five percent (5%) of such organization's business
is in competition with any business being conducted, or contemplated being
conducted, with Pentair as of the Separation Date;
c. participate in any plan or attempt to acquire the business or
assets of the Group or control of the voting stock of any member thereof,
or in any manner interfere with the control of Pentair, whether by
friendly or unfriendly means;
d. induce or attempt to induce any individual to leave the employ
of Pentair or hire any such individual who approaches him or her for
employment; or
e. engage in or sponsor the solicitation of customers of Pentair
to do business with any competitor of such organization.
In the event Rueb breaches any obligation under paragraph 10 of this Agreement,
the Company shall have no further obligation to make any payments contemplated
under paragraph 5.b. hereof, and, in such event, Rueb shall forfeit any right
to payments under paragraph 5.b. hereof.
11. Discharge of Claims. Rueb, on behalf of himself, his agents,
-------------------
representatives, attorneys, assignees, heirs, executors, and administrators,
hereby releases and forever discharges the Company, and its past and present
employees, agents, insurers, officials, officers, directors, divisions,
parents, subsidiaries and successors, and all affiliated companies and
corporations from any and all claims and causes of action of any type arising,
or which may have arisen, out of or in connection with his employment or
termination of employment with the Company and
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{PAGE}
its affiliated companies, including but not limited to claims, demands or
actions arising under the Federal Fair Labor Standards Act, the Age
Discrimination in Employment Act of 1967, 29 U.S.C. [sec] 626, as amended by
Public Law 101.433 (1990) (the "Older Workers Benefit Protection Act"), Title
VII of the Civil Rights Act of 1964, 42 U.S.C. [sec] 2000e, et seq., the
-- ---
Americans with Disabilities Act, 29 U.S.C. [sec] 2101, et seq., the Family
-- ---
Medical Leave Act, the Minnesota Human Rights Act, Minn. State. [sec] 363.01,
-- ---
et seq., any other federal, state or local statute, ordinance, regulation or
-- ---
order regarding employment, compensation for employment, termination of
employment, or discrimination in employment, and the common law of any state.
Rueb further understands that this discharge of claims extends to, but is
not limited to, all claims which he may have as of the date of this Agreement
against the Company and its affiliated companies, based upon statutory or
common law claims for defamation, libel, slander, assault, battery, negligent
or intentional infliction of emotional distress, negligent hiring or retention,
breach of contract, promissory estoppel, fraud, wrongful discharge, or any
other theory, whether legal or equitable, including all claims for items of
compensation and benefits except as prohibited by law.
12. Cooperation. Rueb agrees that at the request of the Company, Rueb
-----------
will cooperate with and assist the Company (including cooperation and
assistance in any matters involving claims or lawsuits against the Company) as
requested by the Company where Rueb has knowledge of the facts involved. In
addition, Rueb agrees that he will, at the reasonable request of the Company,
execute, if necessary, nunc pro tunc, any further documents or instruments
necessary or appropriate to evidence his separation from service as an officer
or director of the Company, its subsidiaries, or its affiliates, including but
not necessarily limited to the forms attached hereto as Schedule A. Rueb
further agrees that he will not voluntarily aid, assist, or cooperate with
anyone who has claims against the Company, its affiliates or with their
attorneys or agents in any claims or lawsuits which such person may bring
against the Company or its affiliates. Nothing in this Agreement prevents Rueb
from testifying at an administrative hearing, arbitration, deposition, or in
court, in response to a lawful and properly served subpoena.
13. Releases and Other Agreements. Rueb acknowledges that Key Executive
-----------------------------
Employment and Severance Agreement entered into as of August 23, 2000 between
Rueb and Pentair (the "KEESA") was terminated on December 31, 2001, the date of
cessation of his active duties with Pentair as an executive officer and that he
has no claims under the KEESA and the Retention Agreement against Pentair or
any other person. Further Rueb agrees to execute the Key Executive Employment
and Severance Agreement and Release in the form attached as Schedule C.
14. Non-Disparagement. Pentair agrees that neither it nor any of its
-----------------
executive officers shall disparage or defame Rueb in any respect concerning the
employment relationship between them.
15. Future Employment. Rueb will not apply for or seek employment or
-----------------
re-employment with the Company or its affiliated companies at any time after he
signs this agreement.
Page 6 of 8
{PAGE}
16. No Wrongdoing. Rueb and the Company agree and acknowledge that the
-------------
consideration exchanged herein does not constitute, and shall not be construed
as, an admission of liability or wrongdoing on the part of the Company, Rueb or
any person, and shall not be admissible in any proceeding as evidence of
liability or wrongdoing by anyone.
17. Minnesota Law Applies. The terms of this Agreement will be governed
---------------------
by the laws of the State of Minnesota, and shall be construed and enforced
thereunder.
18. Merger. This Agreement, and the employee benefit plans in which
------
Rueb participates as described herein supersede and replace all prior oral and
written agreements and understandings. Rueb understands and agrees that all
claims which he has or may have against the Company are fully released and
discharged by this Agreement. The only claims which Rueb may hereafter assert
against the Company are limited to an alleged breach of this Agreement.
19. Invalidity. If any one or more of the terms of this Agreement are
----------
deemed to be invalid or unenforceable by a court of law, the validity,
enforceability, and legality of the remaining provisions of this Agreement will
not in any way be affected or impaired thereby.
20. Amendment. This agreement maybe modified only by a subsequent
---------
written agreement signed by the parties hereto.
21. Rueb Understands the Terms of this Agreement. Rueb warrants that (a)
--------------------------------------------
other than stated herein, no promise or inducement has been offered for this
Agreement; (b) this Agreement is executed without reliance upon any statement
or representation of the Company or its representatives concerning the nature
and extent of any claims or liability therefor, if any; (c) Rueb is legally
competent to execute this Agreement and accepts full responsibility therefor;
(d) the Company, by this Agreement, has advised Rueb to consult with an
attorney, and Rueb has consulted with his attorney, Craig Erickson, regarding
the purpose and effect of this Agreement; (e) the Company has allowed Rueb at
least twenty-one (21) days within which to consider this Agreement,
specifically Rueb may sign this Agreement any time prior to March 26, 2002, at
which time it will be automatically withdrawn without further notice; (f) Rueb
understands that he may nullify and rescind this Agreement as far as it extends
to his release of claims arising under Minn. Stat. [sec] 363.01 et seq., the
-- ---
Minnesota Human Rights Act, and under the Age Discrimination in Employment Act
of 1967, 29 U.S.C. [sec] 626, as amended by Public Law 101.433 (1990) (the
"Older Workers Benefit Protection Act") at any time within fifteen (15) days
from the date of his signature below and, in the event of such election, Rueb
shall only be entitled to receive $1,000 which the parties acknowledge is
consideration for Rueb' release of all claims other than those arising under
Minn. Stat. [sec] 363.01 et seq., the Minnesota Human Rights Act, and under the
-- ---
Age Discrimination in Employment Act of 1967, 29 U.S.C. [sec] 626, as amended
by Public Law 101.433 (1990) (the "Older Workers Benefit Protection Act"); (g)
in the event Rueb elects to nullify and rescind portions of his release under
this Agreement pursuant to (f) of this paragraph, he must indicate his desire to
do so in writing and deliver that writing to Deb S. Knutson, Vice President,
Human Resources, Pentair, Inc., Waters Edge Plaza, 1500 County Road B2 West, St.
Paul, MN 55113-3105, by hand or by certified mail; and (g) Rueb
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{PAGE}
further understands that if he exercises his rescission rights hereunder, the
Company will not be bound by the terms of this Agreement (except the obligation
to pay Rueb $1,000), and Rueb will have to disgorge in full any monies and
benefits received pursuant to this Agreement other than the $1,000 sum.
Dated: March 8, 2002
________________________________
Roy T. Rueb
Subscribed and sworn to before
me this 8th day of March, 2002.
______________________________________________
Notary Public
Dated: March 8, 2002 PENTAIR, INC.
By______________________________
Its_____________________________
Subscribed and sworn to before
me this 8th day of March, 2002.
____________________________________
Notary Public
Page 8 of 8
{PAGE}
SCHEDULE A
Positions Held by Roy T. Rueb
at Pentair
{TABLE}
{CAPTION}
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Company Title
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{S} {C}
Pentair, Inc. Vice President, Treasurer & Secretary
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Porter-Cable Corporation Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Pentair Tool & Equipment Sales Company Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Delta International Machinery Corporation Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Pentair Taiwan LLC Director
-----------------------------------------------------------------------------------------------------
Pentair Taiwan LLC Nominal Ownership
-----------------------------------------------------------------------------------------------------
Biesemeyer Manufacturing Corporation Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Flex Elektrowerkzeuge GmbH Prokurist
-----------------------------------------------------------------------------------------------------
Porter-Cable de Mexico S.A. de C.V. Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Pentair Asia Holdings SARL Manager
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Porter-Cable Argentina S.r.l. Secretary
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Porter-Cable Argentina LLC Chief Financial Manager/ Treasurer/Secretary; Governor
-----------------------------------------------------------------------------------------------------
DeVilbiss Air Power Company Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Falcon Manufacturing, Inc. Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Pentair Pump Group Inc. Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Aplex Industries, Inc. Treasurer; Secretary; Director
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Pentair Water Treatment Company (Taiwan) Shareholder
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Pentair Pool Products, Inc. Treasurer; Secretary; Director
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Compool, Inc.
Treasurer; Secretary; Director
Rainbow Acquisition Corporation
-----------------------------------------------------------------------------------------------------
Purex Pool Systems, Inc.
Treasurer; Secretary; Director
Enpac Corporation
-----------------------------------------------------------------------------------------------------
National Pool Tile Group, Inc. Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Fleck Controls, Inc. Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Structural (Essef Corporation) Treasurer; Secretary; Director
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{/TABLE}
{PAGE}
{TABLE}
-----------------------------------------------------------------------------------------------------
Company Title
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{S} {C}
Structural Fibers International
Structural Ontario
EPPS Limited
Treasurer; Secretary; Director
Codeline Corporation
Structural Australia
Darby Engineering
-----------------------------------------------------------------------------------------------------
Pentair Water India Private Limited Treasurer; Secretary
(Structural India Private Limited)
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Pentair Water Belgium (Structural Treasurer; Secretary; Director
Europe NV)
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Sanford Technologies Treasurer; Secretary; Director
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Hoffman Enclosures, Inc. Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Hoffman Engineering Co Limited Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Hoffman Engineering, S.A. de C.V. de SrL Treasurer; Secretary
-----------------------------------------------------------------------------------------------------
Pentair Electronic Packaging Company Treasurer; Secretary; Director
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Schroff, Inc. Treasurer; Secretary; Director
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Web Tool & Manufacturing, Inc. Treasurer; Secretary
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WTM, Inc. Treasurer; Secretary
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Electronic Enclosures, Inc. Treasurer; Secretary
-----------------------------------------------------------------------------------------------------
Pentair Enclosures, Inc. Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Schroff, GmbH Prokurist
-----------------------------------------------------------------------------------------------------
Schroff U.K. Ltd. Secretary; Director
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Pentair Enclosures Ltd.
Optima Enclosures Limited
Eraba Holdings Limited
Nekevets Limited Director; Secretary
Optima Holdings Limited
Eraba Limited
Eraba Engineering Limited
-----------------------------------------------------------------------------------------------------
Hoffman-Schroff PTE Ltd. Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Pentair Global SARL Director
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Europentair,GmbH Prokurist
-----------------------------------------------------------------------------------------------------
Pentair U.K. Ltd. Director; Secretary
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Pentair Canada, Inc. Treasurer; Secretary
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Pentair Asia, PTE Ltd. Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
{/TABLE}
{PAGE}
{TABLE}
-------------------------------------------------------------------------------------------------
Company Title
-------------------------------------------------------------------------------------------------
{S} {C}
Pentair Pacific Rim Limited Treasurer; Secretary
-------------------------------------------------------------------------------------------------
Hoffman Enclosures (Mex), LLC Secretary; Director
-------------------------------------------------------------------------------------------------
Palker Dickson, Inc. Treasurer; Secretary
-------------------------------------------------------------------------------------------------
Penwald Insurance Company Treasurer; Secretary
-------------------------------------------------------------------------------------------------
Pentair Foreign Sales Corporation Treasurer; Secretary; Director
-------------------------------------------------------------------------------------------------
Pentair Financial Services Ireland Director; Treasurer
-------------------------------------------------------------------------------------------------
Pentair Nova Scotia, Co. Director; Treasurer; Secretary
-------------------------------------------------------------------------------------------------
Pentair Halifax, Incorporated Director; Treasurer; Secretary
-------------------------------------------------------------------------------------------------
McNeil (Ohio) Corporation Treasurer; Secretary; Director
-------------------------------------------------------------------------------------------------
Essef Mfg. FSC Treasurer; Secretary; Director
-------------------------------------------------------------------------------------------------
EuroPentair Vermugens verweltung GmbH Prokurist
-------------------------------------------------------------------------------------------------
Century Manufacturing Co. Treasurer; Secretary; Director
-------------------------------------------------------------------------------------------------
Lincoln Automotive Company Treasurer; Secretary; Director
-------------------------------------------------------------------------------------------------
Apno, SA de CV Treasurer; Secretary; Director
-------------------------------------------------------------------------------------------------
{/TABLE}
{PAGE}
SCHEDULE B
Fiduciary Positions Held by Roy T. Rueb
at Pentair
{TABLE}
Committee/Plan Title
-------------------------------------------------------------------------------------------
{S} {C}
Bargaining and Non-Bargaining Pension Plans Member
------------------------------------------------------------------------------------------
Retirement Savings & Stock Incentive Plan Member
-------------------------------------------------------------------------------------------
International Stock Purchase and Bonus Plan Member
-------------------------------------------------------------------------------------------
The Pentair Foundation Treasurer; Secretary
-------------------------------------------------------------------------------------------
{/TABLE}
{PAGE}
SCHEDULE C
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
RELEASE
WHEREAS, the undersigned Roy T. Rueb ("Rueb") and Pentair, Inc., a
Minnesota corporation, ("Pentair") entered into a Retirement Agreement and
Release executed by Rueb on March 8, 2002 and by Pentair on March 11, 2002 (the
"Retirement Agreement").
WHEREAS, Rueb was a party to a Key Executive Employment and Severance
Agreement, dated August 23, 2000, with Pentair (the "KEESA").
WHEREAS, Section 3 of the Retirement Agreement provides that Rueb's
terminated on the date of termination of his active duties as an executive
officer with Pentair, December 31,2001.
WHEREAS, Rueb desires to execute this release of Pentair from its
obligations under the KEESA by executing this Key Executive Employment and
Severance Release (this "Release"), in accordance with Section 13 of the
Retirement Agreement.
NOW, THEREFORE, in consideration of the benefits and payments provided
under the Retirement Agreement in connection with the cessation of Rueb's
employment with Pentair as an executive officer and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Rueb hereby agrees as follows:
Rueb agrees that the KEESA was terminated and ceased to be effective as of
December 31, 2001 and are and shall be of no further force and effect. Without
limiting the foregoing, Rueb agrees that, in the event of a Change in Control
of the Company (as such term is defined in the KEESA) after December 31, 2001,
the cessation of Rueb's employment with the Company as an executive officer
shall not be deemed to be a Covered Termination (as such term is defined in the
KEESA) for purposes of the KEESA and Section 2(b) of the KEESA is hereby
amended to reflect such agreement.
Rueb, on behalf of himself, his spouse, heirs, executors, administrators,
agents, successors, assigns and representatives of any kind (hereinafter
collectively referred to as the "Releasers") hereby absolutely, unconditionally
and irrevocably releases and discharges, its subsidiaries, affiliates, their
employees, successors, assigns, executors, trustees, directors, advisors,
agents and representatives, and all their respective predecessors and
successors (hereinafter collectively referred to as the "Releasees"), from (a)
any and all obligations whatsoever under the KEESA, including, without
397961
|
Pentair
As referenced in this Retirement Agreement and Release:
Pentair, Inc – AGREEMENT AND RELEASE
{TEXT}
{PAGE}
Exhibit 10.27
RETIREMENT AGREEMENT AND RELEASE
THIS RETIREMENT AGREEMENT AND RELEASE ("Agreement") is made and entered by
and between Roy T. Rueb ("Rueb") and Pentair, Inc . ("Pentair" or the "Company").
1. Consideration. In consideration for the mutual promises exchanged
-------------
herein and for the payments to Rueb set forth herein, Rueb and the Company
acknowledge the
_____________
Pentair, Inc – this Agreement pursuant to (f) of this paragraph, he must indicate his desire to
do so in writing and deliver that writing to Deb S. Knutson, Vice President,
Human Resources, Pentair, Inc ., Waters Edge Plaza, 1500 County Road B2 West, St.
Paul, MN 55113-3105, by hand or by certified mail; and (g) Rueb
Page 7 of 8
{PAGE}
further understands
_____________
PENTAIR, INC – 1,000 sum.
Dated: March 8, 2002
________________________________
Roy T. Rueb
Subscribed and sworn to before
me this 8th day of March, 2002.
______________________________________________
Notary Public
Dated: March 8, 2002 PENTAIR, INC .
By______________________________
Its_____________________________
Subscribed and sworn to before
me this 8th day of March, 2002.
____________________________________
Notary Public
Page 8 of 8
{PAGE}
SCHEDULE A
Positions Held by Roy T.
_____________
Pentair, Inc – this 8th day of March, 2002.
____________________________________
Notary Public
Page 8 of 8
{PAGE}
SCHEDULE A
Positions Held by Roy T. Rueb
at Pentair
{TABLE}
{CAPTION}
-----------------------------------------------------------------------------------------------------
Company Title
-----------------------------------------------------------------------------------------------------
{S} {C}
Pentair, Inc . Vice President, Treasurer & Secretary
-----------------------------------------------------------------------------------------------------
Porter-Cable Corporation Treasurer; Secretary; Director
-----------------------------------------------------------------------------------------------------
Pentair Tool & Equipment Sales Company Treasurer; Secretary; Director
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Delta International Machinery Corporation Treasurer; Secretary; Director
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Pentair Taiwan LLC Director
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Pentair, Inc – Stock Purchase and Bonus Plan Member
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The Pentair Foundation Treasurer; Secretary
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{/TABLE}
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SCHEDULE C
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
RELEASE
WHEREAS, the undersigned Roy T. Rueb ("Rueb") and Pentair, Inc ., a
Minnesota corporation, ("Pentair") entered into a Retirement Agreement and
Release executed by Rueb on March 8, 2002 and by Pentair on March 11, 2002 (the
"Retirement Agreement").
WHEREAS,
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dt 1528425
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Subscribers | 2001 |
Retirement Agreement
Retirement Agreement (37K)
Doc #418796: Click preview link for longer preview.
RETIREMENT AGREEMENT
THIS AGREEMENT is made and entered into as of August 28, 2001, between
ALLETE, INC. (f/k/a/ Minnesota Power, Inc.), a Minnesota corporation (the
"Company"), and EDWIN L. RUSSELL ("Russell").
RECITALS
A. Russell has been employed as Chairman, President and Chief
Executive Officer of the Company and, pursuant to the terms of this Agreement,
resigns from these and all other positions with the Company, effective as of
August 28, 2001, and as an employee of the Company, effective as of August 31,
2001.
B. This Agreement sets forth the complete understanding between
Russell and the Company regarding the commitments and obligations arising out of
the termination of their employment relationship.
NOW, THEREFORE, in consideration of the mutual obligations incurred
and benefits obtained hereunder, the sufficiency of which are admitted, the
Company and Russell agree as follows:
AGREEMENT
1. RESIGNATION. Effective as of August 28, 2001, Russell resigns from
(a) his positions as Chairman, President and Chief Executive Officer of the
Company, (b) his membership on the Company's Board of Directors, (c) any and all
other positions held by Russell with the Company, except as an employee, or any
of its subsidiaries or affiliates or any of the Boards of Directors thereof, and
(d) any positions as fiduciary or trustee of any Company benefit plan. Effective
as of midnight on August 31, 2001 ("Separation Date"), Russell resigns his sole
remaining position as an employee of the Company. Russell has, on the date
hereof, confirmed his resignation from such positions by submitting a letter of
resignation to the Company substantially in the form attached as EXHIBIT A to
this Agreement. Notwithstanding Russell's continued status as an employee
through midnight August 31, 2001, Russell shall not take or perform any actions
in such capacity and shall remain an employee solely for purposes of receiving
through such date his base compensation, vacation accrual, and continued benefit
plan accruals.
2. BENEFITS. In consideration for the release of claims set forth
below and other obligations under this Agreement, the Company has made or agrees
to make or provide the following benefits to Russell:
(a) SALARY. On or before September 7, 2001, the Company shall
deliver to Russell $215,333, which amount is equal to the base salary
he would have earned from September 1, 2001 to December 31, 2001 if he
would have continued in the employ of the Company. In addition, on
January 2, 2002, the Company shall deliver to Russell $509,066, which
amount represents 8/12ths of the bonus payment made to Russell in
2000. Russell shall not be entitled to any other salary or bonus
payment with respect to 2001 or any portion thereof or any prior or
subsequent period.
{PAGE}
(b) STOCK OPTION TERMS. The parties acknowledge that Russell holds
the following unexercised non-qualified stock options granted under
the Company's Executive Long-Term Incentive Plan:
DATE OF GRANT OPTIONS OUTSTANDING AS OF 8/28/2001
------------- -----------------------------------
January 2, 1998 20,304
December 31, 1998 19,696
January 4, 1999 40,000
June 1, 1999 15,890
July 1, 1999 19,297 (replacement options)
July 1, 1999 19,054 (replacement options)
January 3, 2000 87,466
January 2, 2001 55,064
Total 276,771
Contingent upon Russell's execution of this Agreement, the Company,
through the Compensation Committee of its Board of Directors, has
approved (1) the amendment of those Company stock options previously
granted to Russell, as described above, to provide that the term of
each shall expire on August 31, 2004, the third anniversary of
Russell's resignation, (2) the amendment of the January 3, 2000 option
to accelerate the vesting of 43,733 unvested options to August 31,
2001, and (3) the amendment of the January 2, 2001 option to
accelerate the vesting of 27,532 unvested options to August 31, 2001,
and that as a result of these actions an aggregate of 249,239 options
shall be vested and exercisable through the close of business on
August 31, 2004.
Russell's exercise of all or any portion of the 249,239 vested options
shall be governed exclusively by the respective stock option agreement
and the Executive Long-Term Incentive Compensation Plan, except that
there shall be no reload feature with respect to any of such 249,239
options whenever exercised, including any options exercised prior to
termination of employment status on August 31, 2001. All unvested
options are forfeited and, in the event Russell has not exercised the
249,239 vested options by August 31, 2004, such vested options shall
also be forfeited. Russell acknowledges that all vested options are
non-qualified stock options so that, upon exercise of his stock
options, he will recognize (and be taxed as) ordinary income for the
excess of the then fair market value of the stock acquired upon
exercise of the option over the purchase price for the stock acquired.
(c) PERFORMANCE SHARES. On account of the 1,813 performance shares
418796
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ALLETE
As referenced in this Retirement Agreement:
ALLETE, INC – DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}r10q102501exhibit.txt
{TEXT}
{PAGE}
Exhibit 10
ORIGINAL
COPY
RETIREMENT AGREEMENT
THIS AGREEMENT is made and entered into as of August 28, 2001, between
ALLETE, INC . (f/k/a/ Minnesota Power, Inc.), a Minnesota corporation (the
"Company"), and EDWIN L. RUSSELL ("Russell").
RECITALS
A. Russell has been employed as Chairman, President and Chief
Executive Officer
_____________
ALLETE, INC – and the same instrument.
9
{PAGE}
IN WITNESS WHEREOF, the respective parties hereto have executed this
Agreement on the day and year written below their respective signatures to this
Agreement.
ALLETE, INC .
By: /s/David G. Gartzke
-----------------------------------
David G. Gartzke, President
Dated as of August 28, 2001
/s/Edwin L. Russell
---------------------------------------
Edwin L. Russell
Dated as of August 28, 2001
10
{
_____________
ALLETE, Inc – David G. Gartzke, President
Dated as of August 28, 2001
/s/Edwin L. Russell
---------------------------------------
Edwin L. Russell
Dated as of August 28, 2001
10
{PAGE}
EXHIBIT A
Board of Directors
ALLETE, Inc .
30 West Superior Street
Duluth, MN 55802
Ladies and Gentlemen:
Pursuant to Section 1 of my Retirement Agreement with ALLETE, Inc. (the
"Company") dated August 28, 2001, I hereby
_____________
ALLETE, Inc – 28, 2001
10
{PAGE}
EXHIBIT A
Board of Directors
ALLETE, Inc.
30 West Superior Street
Duluth, MN 55802
Ladies and Gentlemen:
Pursuant to Section 1 of my Retirement Agreement with ALLETE, Inc . (the
"Company") dated August 28, 2001, I hereby submit my resignation, effective
August 28, 2001, from my position as Chairman, President and Chief Executive
Officer of the Company, from
_____________
ALLETE, Inc – 31, 2001.
Sincerely,
---------------------------------------------
Edwin L. Russell
{PAGE}
EXHIBIT B
PRESS RELEASE
ALLETE ANNOUNCES NEW LEADERSHIP
David G. Gartzke to Succeed Edwin L. Russell as President
DULUTH, MINN - AUGUST XX, 2001 - ALLETE, Inc . (NYSE:ALE) today announced that
David G. Gartzke, the company's senior vice president of finance and chief
financial officer, has been named president and elected to ALLETE's
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dt 1545810
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| Edwin L. Russell
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