Exhibit 10(a)
[Draft--08/14/97]
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT dated as of between THE PITTSTON COMPANY, a Virginia
corporation ("the Company"), and (the "Executive").
The Executive is currently employed by the Company in a senior executive
capacity. The Company and the Board recognize that the Executive's contribution
to the growth and success of the Company has been substantial. The Board desires
to reinforce and encourage the continued attention and dedication by the
Executive to the Company's affairs as a member of the Company's senior
management. The Company believes it to be in the best interests of the Company
and its shareholders to identify and agree upon certain benefits and obligations
of the Executive in the event of the termination of his services and to record
those matters in this severance agreement (the "Agreement").
SECTION 1. Definitions. As used in this Agreement:
(a) "Board" means the Board of Directors of the Company.
(b) "Cause" means (i) an act or acts of dishonesty on the Executive's part
which are intended to result in the Executive's substantial personal enrichment
at the expense of the Company or (ii) repeated material violations by the
Executive of the Executive's obligations hereunder which are demonstrably
willful and deliberate on the Executive's part and which have not been cured by
the Executive within a reasonable time after written notice to the Executive
specifying the nature of such violations. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause without (1)
reasonable notice to the Executive setting forth the reasons for the Company's
intention to terminate for Cause, (2) an opportunity for the Executive, together
with his counsel, to be heard before the Board, and (3) delivery to the
Executive of a Notice of Termination from the Board finding that in the good
faith opinion of three-quarters (3/4) of the Board the Executive was guilty of
conduct set forth above in clause (i) or (ii) hereof, and specifying the
particulars thereof in detail.
(c) "Date of Termination" means (i) if the Executive's employment is
terminated by the Company for Cause or by the Executive for Good Reason, the
date of receipt of the Notice of Termination or any later date specified
therein, as the case may be, (ii) if the Executive's employment is terminated by
the Company other than for Cause or Incapacity, the Date of Termination shall be
the date on which the Company notifies the Executive of such termination, and
(iii) if the Executive's employment is terminated by reason of death or
Incapacity, the Date of Termination shall be the date of death of the Executive
or the effective date of the Incapacity, as the case may be.
(d) "Disposition Date" means the earlier of (i) the date of sale, lease,
exchange or other transfer to a person previously unaffiliated with the Company
of greater than fifty (50%) percent of the assets or shares of Brink's,
Incorporated, Brink's Home Security, Inc., Pittston Coal Company, Burlington Air
Express Inc. or Pittston Mineral Ventures Company or their respective successors
and (ii) the date of the first public announcement of any such sale, lease,
exchange or other transfer which is subsequently completed.
(e) "Good Reason" means:
(i) without the Executive's express written consent and excluding for
this purpose an isolated, insubstantial and inadvertent action not taken in
bad faith and which is remedied by the Company or its affiliates promptly
after receipt of notice thereof given by the Executive, (A) the assignment
to the Executive of any duties inconsistent in any respect with the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by
Section 3(i) hereof, or (B) any other action or inaction by the Company or
its affiliates which results in a diminution in such position, authority,
duties or responsibilities;
(ii) without the Executive's express written consent, the Company's
requiring the Executive's work location to be other than as set forth in
Section 3(i);
(iii) any failure by the Company to comply with and satisfy Section
10(a); or
(iv) any breach by the Company of any other material provision of this
Agreement.
(f) "Incapacity" means any physical or mental illness or disability of the
Executive which continues for a period of six consecutive months or more and
which at any time after such six-month period the Board shall reasonably
determine renders the Executive incapable of performing his or her duties during
the remainder of the Employment Period.
SECTION 2. Term of Employment Period. This Agreement shall commence on the
date hereof and shall continue in effect for so long as the Executive shall be
employed by the Company or any of its affiliates(the "Employment Period"). In
the event a Change in Control (as defined in the Executive Agreement dated as of
April 23, 1997, between the Company and the Executive, as the same may from time
to time be amended) shall occur during the Employment Period, this Agreement
shall be unaffected thereby, it being the intention of the parties hereto that
their rights and obligations shall be governed by the terms of both such
agreements such that, in the event of a conflict in terms, the benefits most
favorable to the Executive shall apply; provided that there shall be no
duplication of benefits as a result of the operation of both agreements.
SECTION 3. Terms of Employment. Position and Duties. (i) During the
Employment Period: (A) the Executive's position (including status (for example,
base salary and target bonus), offices, titles, reporting requirements,
authority, duties and responsibilities) shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned immediately prior to any change thereof, and (B) the Executive's
services shall be performed at the location at which the Executive was based on
the date hereof and the Company shall not require the Executive to travel on
Company business to a substantially greater extent than required immediately
before the date hereof, except for travel and temporary assignments which are
reasonably required for the full discharge of the Executive's responsibilities
and which are consistent with the Executive's being so based.
(ii) During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive agrees to
devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. All such services as an employee or officer will be subject to
the direction and control of the Chief Executive Officer of the Company or of an
appropriate senior official designated by such Chief Executive Officer.
SECTION 4. Obligations of the Company Upon Termination of Employment. (a)
Termination for Good Reason or for Reasons Other Than for Cause, Death or
Incapacity. If the Company shall terminate the Executive's employment other than
for Cause or Incapacity or the Executive shall terminate his or her employment
for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash (or
in stock if provided by a relevant plan), by the later of (I) 30 days after
the Date of Termination and (II) 10 business days after execution (without
subsequent revocation) by the Executive of the Release required by Section
8(b) of this Agreement, as defined herebelow, the aggregate of the
following amounts:
(A) the sum of (1) the Executive's currently effective annual
base salary through the Date of Termination to the extent not
theretofore paid, (2) the product of (x) a bonus ("Annual Bonus") not
less than the aggregate amount of the Executive's highest bonus award
under the Key Employees Incentive Plan or any substitute or successor
plan for the last three calendar years preceding the Date of
Termination and (y) a fraction, the numerator of which is the number
of days in the current fiscal year through the Date of Termination,
and the denominator of which is 365, (3) any compensation previously
deferred by the Executive and
any amounts matched by the Company, whether vested or unvested
(together with any accrued interest or earnings thereon and all
amounts attributable thereto, (4) an amount equal to the value of
those unvested benefits payable in stock or cash which unvested
benefits cannot be the subject of accelerated vesting by reason of the
terms of the relevant plans) and (5) any accrued vacation pay, in each
case to the extent not theretofore paid (the sum of the amounts
described in clauses (1) through (5) shall be hereinafter referred to
as the "Accrued Obligations"); and
(B) the amount equal to the product of (1) two and (2) the sum of
(x) the Executive's annual base salary and (y) his or her Annual
Bonus; provided, however that the multiplier in clause (i)(B)(1) of
this Section 4(a) shall be "three" if any such termination of the
Executive by the Company for other than Cause or Incapacity or the
Executive for Good Reason were to occur subsequent to a Disposition
Date;
(ii) in addition to the retirement benefits to which the Executive is
entitled under the Company's Pension-Retirement Plan and Pension
Equalization Plan or any successor plans thereto (collectively, the
"Pension Plans"), the Company shall pay the Executive the excess of (x) the
retirement pension which the Executive would have accrued under the terms
of the Pension Plans (without regard to any amendment to the Pension Plans
made subsequent to the date hereof, which amendment adversely affects in
any manner the computation of retirement benefits thereunder), determined
as if the Executive were fully vested thereunder and had accumulated (after
the Date of Termination) twenty-four additional months (or thirty-six if
such Date of Termination occurs on or after a Disposition Date) of Benefit
Accrual Service credit (as such term is defined in the Pension Plans)
thereunder and treating the amounts paid under clause (i)(B) of this
Section 4(a) as compensation paid during a twenty-four (or thirty-six, as
the case may be) month period for purposes of calculating Average Salary
and benefits under the Pension Plans, over (y) the retirement pension which
the Executive had then accrued pursuant to the provisions of the Pension
Plans;
(iii) for two years after the Executive's Date of Termination (or
three years if such Date of Termination occurs on or after a Disposition
Date), or such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Company shall continue
benefits to the Executive and/or the Executive's family at least equal to
those which would have been provided to them in accordance with benefit
plans, programs, practices and policies, including, without limitation,
medical, disability, group life, accidental death and travel accident
insurance plans and programs, if the Executive's employment had not been
terminated or, if more favorable to the Executive, as in effect generally
at any time thereafter, provided, however, that if the Executive becomes
reemployed with another employer and is eligible to receive medical
benefits under another employer-provided plan, the medical benefits shall
be secondary to those provided under such other plan during such applicable
period of eligibility and further provided, however, that the rights of the
Executive and/or the Executive's family under Section 4980B(f) of the Code
shall commence at the end of such two-year (or three-year, as the case may
be) period;
(iv) the Company shall, at its sole expense as incurred, provide the
Executive with reasonable outplacement services for a period of up to two
years from the Date of Termination, the provider of which shall be selected
by the Executive in his or her sole discretion;
(v) the Company shall cause to be accelerated and immediately vested
and exercisable all unexercised stock options granted before the Date of
Termination, whether or not such options are exercisable on the Date of
Termination, including, without limitation, the equity retention options
granted in 1993, regardless of whether the retention or non-sale conditions
thereto have been satisfied;
(vi) the Company, if requested within three years of the Date of
Termination, shall arrange for the purchase of the principal residence of
the Executive and the provision of relocation benefits to the Executive
substantially equal to all those provided under the Company's Senior
Executive Relocation Program dated April, 1996 under the captions "Selling
Your Current Home," "Moving Your Family and Household," and "Tax
Allowance";
(vii) to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any other vested amounts or
benefits required to be paid or provided or which the Executive is eligible
to receive under any plan, program, policy or practice or contract or
agreement of the Company and its affiliates, including earned but unpaid
stock and similar compensation (such other amounts and benefits shall be
hereinafter referred to as the "Other Benefits").
(b) Death or Incapacity. If the Executive's employment is terminated by
reason of the Executive's death or Incapacity during the Employment Period, this
Agreement shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) timely payment of
Accrued Obligations and (ii) provision by the Company of death benefits or
disability benefits for termination due to death or Incapacity, respectively, as
in effect at the date hereof or, if more favorable to the Executive, at the
Executive's Date of Termination.
(c) Cause; Other than for Good Reason. If the Executive's employment shall
be terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligation of the Company to the Executive other than
timely payment to the Executive of (x) the Executive's currently effective
annual base salary through the Date of Termination, (y) the amount of any
compensation previously deferred by the Executive and any and all amounts
matched by the Company or any of its affiliates, including, without limitation,
all proceeds thereof and all amounts attributable thereto, and (z) Other
Benefits, in each case to the extent theretofore unpaid. If the Executive
voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason, this Agreement shall terminate without further
obligations to the Executive, other than for the timely payment of Accrued
Obligations and Other Benefits.
SECTION 5.
(a) Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its affiliates and for
which the Executive may qualify, nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or agreement
with the Company or any of its affiliates. Amounts which are vested benefits or
which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company or any of
its Affiliates at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.
(b) Additional Compensation. Nothing in this Agreement shall prevent or
limit the Company's ability to augment the benefits payable pursuant to this
Agreement in the event that in the judgment of the Chairman of the Company or
the Board of Directors it is deemed appropriate to provide additional
compensation and/or benefits to the Executive as a result of facts and
circumstances deemed relevant by the Chairman or the Board of Directors.
SECTION 6. No Mitigation. The Company agrees that, if the Executive's
employment is terminated during the term of this Agreement for any reason, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive hereunder. Further, except as
provided in Section 4(iii) hereof, the amount of any payment or benefit provided
hereunder shall not be reduced by any compensation earned by the Executive as
the result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Executive to the Company, or
otherwise.
SECTION 7. Confidential Information. The Executive will not, during the
Employment Period or for a period of three years following a Termination of
Employment, disclose or reveal to any person, firm or corporation (other than to
employees of the Company and its agents and then only as required on a
need-to-know basis in the performance of such employee's or agent's duties) or
use (except as required in the performance of his duties hereunder) any trade
secrets (such as, without limitation, processes, formulae, programs or data) or
other confidential information relating to the business, techniques, products,
operations, customers, know-how and affairs of the Company or any of its
affiliates. All business records, notes, magnetic or electronic media, papers
and documents (including, without limitation, customer lists, estimates, market
surveys, computer programs and correspondence) kept or made by the Executive
relating to the business or
products of the Company or any of its affiliates shall be and remain the
property of the Company or the affiliate and shall be promptly delivered to the
Company upon termination of the Employment Period.
SECTION 8. Full Settlement and Form of Release.
(a) Subject to full compliance by the Company with all of its obligations
under this Agreement, this Agreement shall be deemed to constitute the
settlement of such claims as the Executive might otherwise be entitled to assert
against the Company by reason of the termination of the Executive's employment
for any reason during the Employment Period. The Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counter claim,
recoupment, defense or other claim, right or action which the Company may have
against the Executive or others. The Company agrees to pay as incurred, to the
full extent permitted by law, all legal fees and expenses which the Executive
may reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any pro vision of this Agreement or any
guarantee of performance thereof.
(b) It is expressly agreed by the parties that the benefits provided for
under this Agreement are substantial, and would not be provided without a prior
release (without subsequent revocation) by the Executive of other claims against
the Company and its affiliates. To record that release, upon any termination of
employment pursuant to Section 4(a) of this Agreement, the Executive and the
Company agree to deliver to each other a written release in the form attached to
this Agreement as Exhibit A (the "Release").
SECTION 9. Certain Additional Payments by the Company. Anything in this
Agreement to the contrary notwithstanding, in the event that it shall be
determined that any payment or distribution by the Company to or for the benefit
of the Executive (whether paid or payable or distributed or distributable)
pursuant to the terms of this Agreement or otherwise (collectively, the
"Payments") but determined without regard to any additional payments required
under this Section 9, would be subject to the excise tax imposed by Section 4999
of the Internal Revenue Code of 1986, as amended, the Executive shall be
entitled to receive an additional payment (the "Gross-Up Payment") in an amount
equal to (i) the amount of the excise tax imposed on the Executive in respect of
the Payments (the "Excise Tax") plus (ii) all federal, state and local income,
employment and excise taxes (including any interest or penalties imposed with
respect to such taxes) imposed on the Executive in respect of the Gross-Up
Payment, such that after payments of all such taxes (including any applicable
interest or penalties) on the Gross-Up Payment, the Executive retains a portion
of the Gross-Up Payment equal to the Excise Tax.
SECTION 10. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company, by agreement, in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to the effectiveness of
any such succession will be a breach of this Agreement and entitle the Executive
to compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder had the Company terminated the
Executive for reason other than Cause or Incapacity on the succession date. As
used in this Agreement, "the Company" means the Company as defined in the
preamble to this Agreement and any successor to its business or assets which
executes and delivers the agreement provided for in this Section 10 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law or otherwise.
(b) This Agreement shall be enforceable by the Executive's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
SECTION 11. Non-assignability. This Agreement is personal in nature and
neither of the parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder, except as
provided in Section 10 hereof. Without limiting the foregoing, the Executive's
right to receive payments hereunder shall not be assignable or transferable,
whether by pledge, creation of
a security interest or otherwise, other than a transfer by his or her will or by
the laws of descent or distribution, and, in the event of any attempted
assignment or transfer by the Executive contrary to this Section, the Company
shall have no liability to pay any amount so attempted to be assigned or
transferred.
SECTION 12. Notices. For the purpose of this Agreement, notices and all
other communications provided for herein shall be in writing and shall be deemed
to have been duly given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
If to the Company: The Pittston Company
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▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention of Corporate
Secretary
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
SECTION 13. Operation of Agreement; Survival of Obligations. This Agreement
shall be effective immediately upon its execution and continue to be effective
so long as the Executive is employed by the Company or any of its affiliates;
provided, however, that the parties' respective obligations hereunder shall
survive the termination of the Executive's employment for any reason.
SECTION 14. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the Commonwealth
of Virginia without reference to principles of conflict of laws.
SECTION 15. Miscellaneous. (a) This Agreement contains the entire
understanding with the Executive with respect to the subject matter hereof and
supersedes any and all prior agreements or under standings, written or oral,
relating to such subject matter. No provisions of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
agreed to in writing signed by the Executive and the Company.
(b) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
(c) Except as provided herein, this Agreement shall not be construed to
affect in any way any rights or obligations in relation to the Executive's
employment by the Company or any of its affiliates prior to the date hereof or
subsequent to the end of the Employment Period. It is expressly understood that
subject to the terms of the Executive Agreement referred to in Section 2 hereof,
the Executive remains an employee at the will of the Company.
(d) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same Agreement.
(e) The Company may withhold from any benefits payable under this Agreement
all Federal, state, city or other taxes as shall be required pursuant to any law
or governmental regulation or ruling.
(f) The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year first above set forth.
THE PITTSTON COMPANY,
by----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board,
President and Chief
Executive Officer
EXHIBIT A
MUTUAL RELEASE dated as of _____________, between _______________, residing in
the Commonwealth of Virginia (the "Executive") and THE PITTSTON COMPANY, a
Virginia corporation (the "Company").
For and in consideration of the promises set forth in the Severance
Agreement dated as of ________, 1997, between the Executive and the Company (the
"Agreement"), the Company hereby releases and forever discharges the Executive
from any claims, acts, damages, demands, benefits, accounts, liabilities,
obligations, liens, costs, rights of action, claims for relief, and causes of
action, in law and in equity, both known and unknown, which the Company ever
had, now has, or might in the future have against the Executive, except such as
may arise from any malfeasance on the part of the Executive.
Subject to the provisions of the penultimate paragraph of this Mutual
Release, for good and valuable consideration, receipt of which is hereby
acknowledged, the Executive hereby releases and forever discharges the Company
and its affiliates, absolutely and forever, of and from any and all claims,
acts, damages, demands, benefits, accounts, liabilities, obligations, liens,
costs, rights of action, claims for relief and causes of action of every nature
and kind whatsoever, in law and in equity, both known and unknown, which the
Executive ever had, now has or might in the future have against the Company
and/or its affiliates, including, but not limited to any and all claims, acts,
damages, demands, benefits, accounts, liabilities, obligations, liens, costs,
rights of actions, claims for relief and causes of action in any way connected
with, related to and/or resulting from the Executive's employment with the
Company and its affiliates, the termination of such employment, possible rights
or claims arising under the Age Discrimination in Employment Act of 1967, and
the compensation, calculation, determination and payment under any and all stock
and benefit plans and termination agreements operative between the Executive and
the Company, including but not limited to claims for bonus or other incentive
compensation, salary, severance, "fringe" benefits, vacation, stock benefits,
retirement benefits, worker's compensation benefits, and unemployment benefits.
In addition, the Executive agrees not to support or participate in the
commencement of any suit or proceeding of any kind against the Company and its
affiliates or against their directors, officers, agents or employees with
respect to any act, event or occurrence or any alleged failure to act, occurring
up to and including the date of the execution of this Mutual Release.
As used herein, the Executive refers to and includes [name of Executive]
and his heirs, executors, administrators, representatives, legatees, devisees,
agents, family predecessors, attorneys, and the successors and assigns of each
of them. As used herein, references to the Company and to the Company and its
affiliates refer to and include The Pittston Company, a Virginia corporation,
and all past and present subsidiaries, divisions, parent companies, affiliated
and/or commonly controlled corporations, companies, and enterprises, ventures,
and projects, and all past and present officers, directors, trustees, employees,
representatives, agents and attorneys thereof, and the successors and assigns of
each of them.
The Company and the Executive hereby warrant and represent to each other
that there has been no assignment, conveyance, encumbrance, hypothecation,
pledge or other transfer of any interest in any matter covered by this Mutual
Release, and hereby agree to indemnify, defend, and hold each other harmless of
and from any and all claims, liabilities, damages, costs, expenses, and
attorneys' fees incurred as a result of anyone asserting any such assignment,
conveyance, encumbrance, hypothecation, pledge or transfer.
There is expressly reserved from the effect of this Mutual Release any
claim which the Executive may now or hereafter have regarding (a) the Severance
Agreement to which this Mutual Release was an Exhibit and the benefits provided
for thereunder including, without limitation, those benefits contemplated by
Section 5 of such Agreement and (b) the provisions of Article VIII of the
Restated Certificate of Incorporation of the Company, as in effect on the date
hereof, which indemnification obligation will continue in full force and effect
for the Executive's actions prior to the date hereof. Without limiting the
generality of the foregoing, also reserved from this Release are the Executive's
entitlement to pension, retirement and other benefits under the terms of the
Company's Pension-Retirement Plan, Pension Equalization Plan, Savings-
Investment Plan, Employee Stock Purchase Plan, Key Employees Deferred
Compensation Program and 1988 Stock Option Plan, as amended. In addition, there
is reserved from this Release the Executive's entitlement to such medical and
life insurance coverage as may be provided from time to time under employee
benefit plans available to retired employees of the Company.
The Executive acknowledges that he has had at least twenty-one (21) days to
consider the meaning of this Mutual Release and that he should seek advice from
an attorney. Furthermore, once the Executive has signed this Mutual Release, he
may revoke this Mutual Release during the period of seven (7) business days
immediately following his signing hereof (the "Revocation Period"). This Mutual
Release will not be effective or enforceable until the Revocation Period has
expired without revocation by the Executive. Any revocation within this period
must be submitted in writing to the Company and signed by the Executive.
The Executive agrees that he has entered into this Mutual Release after having
had the opportunity to consult the advisor of his choice, including an attorney,
with such consultation as he deemed appropriate and has a full understanding of
his rights and of the effect of executing this Mutual Release, namely, that he
waives any and all non-excluded claims or causes of action against the Company
regarding his employment or termination of employment, including the waiver of
claims set forth above. The Executive further acknowledges that his execution of
this Mutual Release is made voluntarily and with full understanding of its
consequences and has not been coerced in any way. This Mutual Release may not be
changed orally.
Capitalized terms not defined herein shall be as defined in the Agreement.
THE PITTSTON COMPANY
By:____________________________________
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(the Executive)
COMMONWEALTH OF VIRGINIA,)
) ss.:
COUNTY OF HENRICO, )
On this ____ day of _____________, 19__ before me personally
came ______________, to me known and known to me to be the individual described
in and who executed the foregoing Mutual Release, and duly acknowledged to me
that he executed the same.
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Notary Public
COMMONWEALTH OF VIRGINIA,)
) ss.:
COUNTY OF HENRICO, )
On this _____________ day of ____, 19__ before me personally
came ______________, to me known and known to me to be the officer who executed
the foregoing Mutual Release on behalf of THE PITTSTON COMPANY, and he duly
acknowledged to me that he executed the same.
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Notary Public