Exhibit 10.1


 


TRANSITION AGREEMENT


 


This
Transition Agreement (the “Agreement”)
is made by and between Aon Corporation, a Delaware Corporation (the “Company”), and Andrew M. Appel (the “Executive”) concerning the Executive’s
separation from employment with the Company. 
The effective date of this Agreement is November 5, 2010 (the “Effective Date”); provided that this
Agreement shall be effective only upon its approval by the Organization and
Compensation Committee of the Company’s board of directors.


 


WHEREAS, the Company and the Executive are parties to an
employment agreement dated as of July 15, 2005, as amended from time to
time (the “Employment  Agreement”);


 


WHEREAS, as of the date hereof the Executive is employed as
the Company’s chief operating officer;


 


WHEREAS, the Company and the Executive now desire to enter
into an agreement setting forth the terms of the Executive’s continued
employment with the Company to transition his duties, his separation from
employment with the Company, and the rights and duties of the parties after
they enter into this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual promises and agreements set forth herein, and other good and valuable
consideration, the Company and the Executive hereby agree as follows:


 


1.             Termination without Cause.  The Company hereby notifies the Executive
pursuant to Section 4(d) of the Employment Agreement that the Company
is terminating his employment without “cause” (as such term is defined therein)
effective December 31, 2010 (the “Termination Date”).  However, as of the Effective Date, the
Executive hereby resigns his position as an officer of the Company, and any
other affiliate of the Company, and his position on all committees thereof,
including the Company’s Executive Committee.


 


2.             Transition Duties.


 


(a)           During the period beginning on the Effective Date and
continuing through December 31, 2010 (the “Transition
Period”), the Executive shall
continue as an employee of the Company, but shall not be required to perform
any set number of hours of work per week, but rather shall be available to
perform such transitional duties as may be reasonably requested from time to
time by the Company’s Chief Executive Officer (“CEO”).


 


(b)           The Executive and the Company agree that following the
Effective Date, the Executive shall not be providing services equal to at least
twenty percent of the level performed prior to the Effective Date, and
therefore the Executive shall upon the Effective Date incur a “separation from
service” within the meaning of Section 409A of the Internal Revenue Code
of 1986, as amended and the treasury regulations and guidance thereunder (“Section 409A”).


 


3.             Salary and Benefits
through Termination Date. 
During the Transition Period, the Executive will:  (i) continue to receive his base salary
at a rate equal to $950,000 per year; 


 

















 


(ii) remain eligible for participation in and
benefits under all welfare benefit plans offered to executives of the Company
during such period (including health, life and disability insurance) on the
same terms as offered to executives of the Company generally, with COBRA
continuation thereafter as applicable, and (iii) remain a participant in
the qualified and non-qualified retirement plans and arrangements of the
Company in which the Executive participates as of the Effective Date.  Notwithstanding the foregoing, the Executive
acknowledges and agrees that he hereby waives eligibility and participation in
the Company’s annual bonus program, the Executive Committee Incentive Plan, for
the entirety of calendar year 2010, inclusive of the Transition Period.


 


4.             Outstanding Equity
Awards.


 


(a)           During the Transition Period and subject to compliance
with Sections 7 and 8 below, the Executive shall continue to vest in certain
stock options, restricted share units, and performance share units pursuant to
the terms and conditions of the plans and programs under which the awards were
granted.  For the avoidance of doubt, the
Executive will be deemed to have satisfied the vesting requirements for the
full fourth quarter of 2010 in connection with awards under the Company’s
Leadership Performance Programs and the Aon Benfield Performance Program.
Restricted share units and performance share units which vest under this Section 4(a) shall
be delivered on their regularly scheduled settlement date or, only to the
extent required by Section 409A, on the six-month anniversary of the
Effective Date.


 


(b)           Subsequent to the Termination Date, and subject to
compliance with Sections 7 and 8 below, the Executive shall continue to vest
only in the restricted stock units awarded to him from time to time pursuant to
the Company’s Incentive Stock Program.


 


(c)           All other restricted stock units, performance share units
and stock options previously granted to Executive which will not vest on or
before the Termination Date shall be forfeited and cancelled as of the
Termination Date.


 


5.             Additional Consideration.  In addition to the compensation and benefits
provided under Sections 3 and 4 and as consideration for the Executive waiving his right to compensation
due for 2011 and 2012, and by executing, delivering to the Company and not
revoking a release of claims in the form attached to this Agreement as Attachment
A (the “Release”) within twenty-one days following the
Termination Date and the Executive’s compliance with the covenants set
forth in Sections 7 and 8 below, the Company agrees to provide the Executive
the following:


 


(a)           a lump sum payment of $4,263,000, subject to applicable
withholdings, payable on the sixth-month anniversary of the Effective Date;


 


(b)           enclosed office space and secretarial assistance in the
Aon Center through the earlier of September 30, 2011, or the date as of
which the Executive becomes employed full-time by another employer;


 


(c)           provided the Executive (and his dependents, if applicable)
elects continuation coverage under COBRA under the Company’s group health plan
on and after the Termination Date, and provided the Executive (and his
dependents, if applicable) remains 


 


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eligible for such
continuation coverage, the Company shall reimburse the Executive for (i) the
difference between the premium rate the Employee (and if applicable his
dependents) are required to pay under COBRA and the rate the Employee would pay
for similar coverage as an active employee of the Company through September 30,
2011 and (ii) the cost of participation in the Company’s executive
physical program through the Center for Partnership Medicine at Northwestern
Memorial Hospital, which payment or reimbursement will be reported as taxable
income to the Executive;


 


(d)           reimburse the Executive for reasonable legal fees and
expenses incurred by the Executive in the negotiation and documentation of this
Agreement up to a maximum of $17,500. 
All such fees and expenses will be paid by the Company within thirty
(30) days after the Company’s receipt of the invoices therefor; and


 


(e)           provide the Executive with the Company’s standard
executive-level outplacement assistance with Challenger Gray for the 2011
calendar year.


 


6.             Return of Property.  The Executive
agrees that upon the later of (i) within seven (7) days after he
finally vacates the AON’s offices property or (ii) October 7, 2011, he shall return to the Company all property of
the Company in his possession, custody or
control, including but not limited to the originals and copies of any
information provided to or acquired by the
Executive in connection with the performance of his duties for the Company, including but not limited to files and
documents (including paper files and documents, as well as all electronic,
digital, or magnetic files or documents, and files or documents stored in any
other format), no matter how produced or reproduced, all computer equipment,
programs and files, and all office keys and access cards, it being hereby
acknowledged that all of said items are the sole and exclusive property of the
Company.  In addition, the Executive
shall surrender to the Company all records, memoranda, notes, plans, reports,
computer tapes and software and other documents and data which constitute
Confidential Information on the Effective Date, which he possess or has under
his control.


 


7.             Restrictive Covenants.


 


(a)           The Executive acknowledges and agrees that from the
Effective Date and for a period of two years thereafter (the “Noncompetition
Period”) he shall not in any manner, directly or indirectly through any person,
firm, or corporation, alone or a member of a partnership or as an officer,
director, stockholder, investor or employee of or consultant to any other
corporation or enterprise or otherwise, engage or be engaged, or assist any
consultant to any other person, firm corporation or enterprise in engaging or
being engaged in the business of insurance brokerage, re-insurance brokerage,
or employee benefits or human resources consulting (exclusive of management
consulting) (the “Business”) anywhere in the world in which the Company
operates.  Executive agrees and
acknowledges that the Executive was engaged in the Business while employed by
the Company, and if the Executive engaged in such Business during the
Noncompetition Period it would damage the Company’s business and
reputation.  Executive agrees that the
covenants contained in this Section 7(a) will not prohibit him from
earning a livelihood.


 


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(b)           The Executive further agrees that from the Effective Date
and for a period of two years thereafter he shall not in any manner, directly
or indirectly, induce or attempt to induce any employee of the Company or any
of its subsidiaries to terminate or abandon his or her employment for any
purposes whatsoever.


 


(c)           Nothing in this Section 7 shall prohibit the
Executive from being (i) a stockholder in a mutual fund or a diversified investment
company or (ii) a passive owner of not more than two percent of the
outstanding stock of any class of a corporation, any securities of which are
publicly traded, so long as Executive has no active participation in the
business of such corporation.


 


(d)           If at any time of enforcement of this Section 7, a
court holds that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum period,
scope or geographical area reasonable under such circumstances shall be
substituted for the stated period scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law. 
This Agreement shall not authorize a court to increase or broaden any of
the restrictions in this Section 7.


 


(e)           The Company and the Executive agree that the payments to
be made and the benefits to be provided by the Company to the Executive
pursuant to Sections 3 and 4 hereof shall be made and provided in consideration
of the Executive’s agreements contained in Section 7 hereof.  In the event that the Executive shall commit
a material breach of any provision of Section 7 or 8 hereof, the Company
shall be entitled immediately to terminate the Executive’s employment and upon
such termination the Company shall have no further liability to the Executive
under Sections 3and 4 hereof to the extent such benefits or payments have not
been fully paid or provided to the Executive. 
Once paid or provided, the benefits and payments pursuant to Sections
3and 4 hereof shall not be subject to forfeiture or any form of “clawback”
provision pursuant to this Section 7. 
Notwithstanding the foregoing, a breach of Section 7 or 8 hereof by
the Executive will result in the forfeiture of payments and benefits described
in Section 5 hereof solely as outlined in Section 12(b) hereof.


 


(f)            The restrictions set forth in subparts (a) through (c) of
this Section 7 may be waived at the sole discretion of the CEO if such
waiver is set forth in writing and signed by the CEO or consent shall be deemed
granted if, after ten (10) business days, the CEO fails to respond to the
Executive’s request for a waiver.  In any
event, such consent shall not be unreasonably withheld. In the instance of an
objection, the CEO’s reasons for denying the Executive such a waiver shall be
placed in detail in writing to the Executive pursuant to paragraph 13 herein.


 


8.             Confidentiality.  The Executive shall not, at any time during
the Transition Period, or thereafter, make use of or disclose, directly or
indirectly, any (a) trade secret or other confidential or secret
information of the Company or of an of its subsidiaries or (b) other
technical, business proprietary or financial information of the Company or of
any of its subsidiaries not available to the public generally or to the
competitors of the Company or to the competitors of any of its subsidiaries (“Confidential
Information”) except to the extent that such Confidential Information (i) becomes
a matter of public record or is published in newspaper, 


 


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magazine or other periodical available to the
general public, other than as a result of any act or omission of the Executive,
(ii) is required to be disclosed by any law, regulation or order of any
court or regulatory commission, department or agency, provided that the
Executive gives prompt notice of such requirement to the company to enable the
Company to seek an appropriate protective order, or (iii) is necessary to
perform properly the Executive’s duties under this Agreement.  Promptly following the Termination Date the
Executive shall surrender to the Company all records, memoranda, notes, plans,
reports, computer tapes and software and other documents and data which
constitute Confidential Information on the Termination Date, which he possesses
or has under his control.


 


9.             Cooperation.  The Executive agrees to cooperate with the
Company during the Transition Period and thereafter by making himself reasonably
available to testify on behalf of the Company in any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, and to
assist the Company in any such action, suit, or proceeding, including by
providing information and meeting and consulting with the Company’s Board of
Directors or its representatives or counsel, or representatives or counsel to
the Company, as reasonably requested; provided, however, that the same does not
materially interfere with his then-current professional activities.  If the Executive’s cooperation is required in
excess of two full business days, the Company agrees to reimburse the Executive
at a rate of $530 per hour for any additional time.  The Company also agrees to reimburse the
Executive for all reasonable expenses actually incurred in connection with his
provision of testimony or assistance.


 


10.           Indemnification.  The
Company agrees to continue and maintain a directors and officers liability
insurance policy covering the Executive during the Transition Period and during
any applicable statute of limitations period, to the extent the Company
provides such coverage for its other executive officers and/or members of its
Board of Directors.


 


11.           Assignability and Binding
Nature.  This Agreement is not assignable by
either party except as permitted herein. 
This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, heirs (in the case of the Executive)
and permitted assigns.  No rights or
obligations of the Company under this Agreement may be assigned or transferred
by the Company except that such rights or obligations may be assigned or
transferred in connection with the sale or transfer of all or substantially all
of the assets of the Company, provided that the assignee or transferee is the
successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law.  The Company further agrees that, in
the event of a sale or transfer of assets as described in the preceding
sentence, it shall cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder.  No rights or obligations of the Executive
under this Agreement may be assigned or transferred by him other than his
rights to compensation and benefits, which may be transferred only by will or operation
of law, and as provided in Section 12(d).


 


12.           Death, Disability;
Termination; Beneficiaries.


 


(a)           In the event of the Executive’s death, his beneficiaries
shall be entitled to the compensation and benefits that would otherwise have
been provided to the Executive (to the 


 


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extent not yet then
provided) under this Agreement, excluding the provision of welfare benefits
(but subject to normal COBRA continuation rights).


 


(b)           In the event either (i) the Company terminates the
Executive’s employment for Cause (as defined below) during the Transition
Period or (ii) the CEO reasonably determines that facts exist to support a
finding that prong (ii) or (iii) of such Cause definition have been
satisfied at any time after the Transition Period but prior to the six-month
anniversary of the Effective Date hereof, the Company shall be relieved of all
obligations to provide salary or continuation of benefits under Section 3,
or the additional consideration under Section 5, and Executive shall not
be entitled to vest in any equity under Section 4 hereof.  In all other cases, if during the Transition
Period the Company terminates the Executive’s employment, other than for Cause,
or in the event of the Executive’s inability to perform his duties under this Agreement
due to physical or mental illness, injury or other disability, the Executive
shall be entitled to the compensation and benefits provided to him under this
Agreement to the extent not yet then provided. 
Such a termination shall be deemed a termination by the Company without
Cause for purposes of the compensation and benefit arrangements of the Company
not specifically governed by this Agreement. 
For purposes of this Agreement the Company may terminate the Executive’s
employment for Cause if (i) the Executive fails or refuses to perform any
duties reasonably assigned to him under Section 2, (ii) Executive
breaches Section 7 or 8 of this Agreement or (iii) Executive is
convicted of a felony.  This Section 12(b) shall
not operate as a forfeiture or “clawback” provision with respect to any
benefits or payments made by the Company to the Executive under this Agreement
where a finding of Cause is made, or could have been made under the facts and
circumstances, after the sixth month anniversary of the Effective Date of this
Agreement.


 


(c)           In the event that the Company reasonably determines that
the Executive has materially breached or is in breach of his obligations under
this Agreement, which breach remains uncured thirty (30) days after the
Executive’s receipt from the Company of written notice of such breach which
notice shall provide in detail, reasonable steps to be taken to cure, (or, if
such cure would reasonably require more than thirty (30) days, then if the
Executive has failed to take substantial steps to cure such breach in a timely
manner), the Company’s obligations under this Agreement shall immediately
terminate.


 


(d)           The Executive shall be entitled, to the extent permitted
under any applicable law, to select and change a beneficiary or beneficiaries
to receive any compensation or benefit payable hereunder following his death by
giving the Company written notice thereof. 
In the event there is no such named beneficiary, or no surviving named
beneficiary, such compensation and benefits shall be paid to the Executive’s
estate.  In the event of the Executive’s
death or a judicial determination of his incompetence, reference in this
Agreement to the Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.


 


13.           Notices.  Any notices or other communications given
hereunder by either party shall, in every case, be in writing and shall be
deemed properly served if (a) delivered personally, (b) sent by
registered or certified mail, in all such cases with first class postage
prepaid, return receipt requested, (c) delivered to a nationally
recognized overnight courier service or (d) sent by 


 


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facsimile or other means of electronic transmission
(with a copy sent by first-class mail) to the other party at the addresses set
forth below:


 


	
  If
  to the Corporation:

  	
  Aon
  Corporation

  
	
   

  	
  200
  E. Randolph Street

  
	
   

  	
  Chicago, Illinois
  60601

  
	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  
	
  If
  to the Executive:

  	
  At
  his address per the

  
	
   

  	
  records
  of the Company.

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
   

  
	
   

  	
  Jonathan
  Sack, Esq.

  
	
   

  	
  Sack &
  Sack

  
	
   

  	
  110
  East 59th Street, 19th Floor

  
	
   

  	
  New
  York, NY 10022

  



 


or
such other address as may hereafter be specified by notice given pursuant to
this Section.  Date of service of any
such notice shall be (w) the date such notice is personally delivered, (x) two
(2) business days after the date of mailing if sent certified or
registered mail, (y) one (1) business day after the date of delivery
to the overnight courier service if sent by overnight courier, and (z) when
sent, if sent by facsimile or other means of electronic transmission, between
9:00 A.M. and 5:00 P.M. Central time or the next business day
thereafter if sent after 5:00 P.M. Central time.


 


14.           No disparagement.  The Executive shall not, at any time
following the date of this Agreement, make or publish any derogatory,
unfavorable, negative, disparaging, false, damaging or deleterious written or
oral statements or remarks (including without limitation, the repetition or distribution
of derogatory rumors, allegations, or negative or unfavorable reports or
comments) regarding the Company or any of its affiliates, stockholders or
current or former officers, directors, employees, independent contractors, or
agents.  The Company’s current officers
(including any vice presidents or above) and members of its current Board shall
not, at any time following the date of this Agreement, make any public
statements or publish any derogatory, unfavorable, negative, disparaging,
false, damaging or deleterious written or oral statements or remarks (including
without limitation, the repetition or distribution of derogatory rumors,
allegations, or negative or unfavorable reports or comments) about the
Executive.  Nothing in this Section shall
be construed to limit the ability of Executive or the Company’s officers or
members of its Board to give truthful testimony pursuant to valid legal
process, including but not limited to, a subpoena, court order or a government
investigative matter.


 


15.           Section Headings.  Section headings contained in this
Agreement are for convenience of reference only and shall not affect the
meaning of any provision herein.


 


16.           Entire Agreement.  This
Agreement sets forth the entire understanding of the parties and supersedes all
previous and contemporaneous written or oral negotiations, commitments,
understanding and agreements relating to the specific subject matter contained
herein.  Any failure of the Company or
the Executive to demand full and complete adherence to 


 


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one or more of this Agreement’s terms, on one or
more occasions, shall neither be construed as a waiver nor deprive such party
of the right at any time to insist upon strict compliance.  The parties have entered into this Agreement
in the belief that its provisions are valid, reasonable, and enforceable.  However, if any one or more of the provisions
contained in this Agreement shall be held to be unenforceable for any reason,
such unenforceability shall not affect any other provision of this Agreement,
and this Agreement shall be construed as if such unenforceable provision had
never been contained herein.  This
Agreement shall be construed according to its fair meaning, and not strictly
for or against either of the parties hereto. 
Any modification of this Agreement must be made in writing and signed by
each of the parties hereto.  This
Agreement shall supersede the Employment Agreement and any other agreement to
which the Company and the Executive are a party regarding termination of his
employment with the Company, including the Change in Control Agreement dated as
of September 19, 2008 by and between Executive and the Company (the “change
in Control Agreement”) or severance plan or agreement.  Executive acknowledges and agrees that the
Change in Control Agreement shall terminate and no longer be effective on the
Effective Date.


 


17.           Enforcement.  The parties hereto agree that the Company and
its subsidiaries would be damaged irreparably in the event that any provisions
of Section 7 or 8 of this Agreement were not performed in accordance with
its terms or were otherwise breached and that money damages would be an
inadequate remedy for any such nonperformance or breach.  Accordingly, the Company and its successors
and permitted assigns shall be entitled, in addition to other rights and
remedies existing in their favor, including liquidated damages provided herein,
to an injunction or injunctions to prevent any breach or threatened breach of
any such provisions and to enforce such provisions specifically (without
posting a bond or other security).  The
Executive agrees that he will submit himself to the personal jurisdiction of
the courts of the State of Illinois in any action by the Company to enforce any
provision of Section 7 or 8 of this Agreement.


 


18.           Governing Law.  This
Agreement shall be governed by and construed and enforced in accordance with
the internal laws of Illinois without regard to principles of conflict of
laws.  The parties hereto agree to the
exclusive jurisdiction of the state and federal courts of located in Cook
Country, Illinois for the purposes of any court proceeding arising out the
this Agreement.


 


19.           Withholding.  All payments required to be made by the
Company hereunder to the Executive shall be subject to withholding of such
amounts relating to taxes as the Company may reasonably determine it should
withhold pursuant to any applicable law or regulation.


 


20.           Section 409A
Compliance.  It is
intended that any amounts payable under this Agreement and the Company’s and
Executive’s exercise of authority or discretion hereunder shall comply with the
provisions of Section 409A so as not to subject the Executive to the
payment of interest or any tax penalty which may be imposed under Section 409A.  Notwithstanding anything contained herein to
the contrary, if, at the Executive’s separation from service, (i) the
Executive is a specified employee as defined in Section 409A and (ii) any
of the payments or benefits provided hereunder constitute deferred compensation
under Section 409A, then, and only to the extent required by such
provisions, the date of payment of such payments or 


 


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benefits otherwise provided shall be delayed for a
period of six (6) months following the separation from service.


 


21.           Survival.  Sections 5 though 12, 18 and 19 of this
Agreement shall survive and continue in full force and effect in accordance
with their respective terms, notwithstanding any termination of the Transition
Period.


 


*              *              *


 


Signature page follows.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first herein above written.


 


 


	
   

  	
   

  	
  AON
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Andrew M. Appel

  	
   

  	
  By:
  /s/ Jeremy G.O. Farmer

  
	
  ANDREW M. APPEL

  	
   

  	
  Its:
   Senior Vice President and Head of
  Human Resources

  



 


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ATTACHMENT A


 


GENERAL RELEASE OF ALL CLAIMS


 


1.             This document (the “General Release”) is attached to, is
incorporated into, and forms a part of the Transition Agreement dated
                      ,
2010 (the “Agreement”) by and
between Aon Corporation (“Aon”) and
Andrew M. Appel (the “Executive”).  For valuable consideration, the adequacy of
which is hereby acknowledged, the undersigned Executive, on his own behalf and
on behalf of his heirs, executors, administrators, successors, representatives
and assigns, does herein unconditionally release, waive, and fully discharge
Aon, its affiliates and subsidiaries (including successors and assigns thereof)
(collectively, the “Company”), and
all of their respective past, present and future employees, officers, directors,
agents, predecessors, administrators, representatives, attorneys, and
shareholders, and employee benefit plans, from any and all legal claims,
liabilities, suits, causes of action (whether before a court or an
administrative agency), damages, costs, attorneys’ fees, interest, injuries,
expenses, debts, or demands of any nature whatsoever, known or unknown,
liquidated or unliquidated, absolute or contingent, at law or in equity, which
were or could have been filed with any Federal, state, or local court, agency,
arbitrator or any other entity, based directly or indirectly on the Executive’s
employment with and separation from the Company or based on any other alleged
act or omission by or on behalf of the Company prior to the Executive’s signing
this General Release.  Without limiting
the generality of the foregoing terms, this General Release specifically
includes all claims based on the terms, conditions, and privileges of
employment, and those based on breach of contract (express or implied), tort,
harassment, intentional infliction of emotional distress, defamation,
negligence, privacy, employment discrimination, retaliation, discharge not for
just cause, constructive discharge, wrongful discharge, the Age Discrimination
in Employment Act, as amended (the “ADEA”),
Executive Order 11,141 (age discrimination), Title VII of the Civil Rights
Act of 1964, as amended, the Civil Rights Act of 1866 and 1871, 41 U.S.C. §1981
(discrimination), 29 U.S.C. §206(d)(1) (equal pay), Executive Order 11,246
(race, color, religion, sex and national origin discrimination), the National
Labor Relations Act, the Fair Labor Standards Act, the Americans with
Disabilities Act of 1990, the Family Medical Leave Act, the Immigration Reform
and Control Act, the Vietnam Era Veterans Readjustment Assistance Act,
§§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), any
federal, state or local fair employment, human rights wage and hour laws and
wage payment laws, and any and all other Federal, state, local or other
governmental statutes, laws, ordinances, regulations and orders, under common
law.  This General Release shall not
waive or release any rights or claims that the Executive may have:
(a) under any compensation or employee benefit plan, program or arrangement
(including, without limitation, obligations to the Executive under the
Agreement, any stock option, stock award or agreements or obligations under any
pension, deferred compensation or retention plan) provided by the Company where
the Executive’s compensation or benefits are intended to continue or the
Executive is to be provided with compensation or benefits, in accordance with
the express written terms of such plan, program or arrangement, beyond the
Termination Date (as defined in the Agreement); (b) rights to
indemnification the Executive may have under the Agreement, any other separate
agreement entered into with the Company, any directors and officers liability
insurance, the Company’s By-laws or Articles of Incorporation, (c) claims
for unemployment compensation pursuant to the terms of applicable state law; or
(d) any claims that arise on or after the effective date of this Release
or cannot otherwise be waived by law.


 


A-1

















 


2.             The Executive intends this General Release to be binding
on his successors, and the Executive specifically agrees not to file or
continue any claim in respect of matters covered by Section 1 above.  The Executive further agrees never to
institute any suit, complaint, proceeding, grievance or action of any kind at
law, in equity, or otherwise in any court of the United States or in any state,
or in any administrative agency of the United States or any state, county or
municipality, or before any other tribunal, public or private, against the
Company arising from or relating to his employment with or his termination of
employment from the Company and/or any other occurrences to the date of this
General Release, other than a claim challenging the validity of this General
Release under the ADEA or respecting any matters not covered by this General
Release.


 


3.             The Executive is further waiving his right to receive
money or other relief in any action instituted by him or on his behalf by any
person, entity or governmental agency in respect of matters covered by this
General Release.  Nothing in this General
Release shall limit the rights of any governmental agency or the Executive’s
right of access to, cooperation or participation with any governmental agency,
including without limitation, the United States Equal Employment Opportunity
Commission.  The Executive further agrees
to waive his rights under any other statute or regulation, state or federal,
which provides that a general release does not extend to claims which the
Executive does not know or suspect to exist in his favor at the time of
executing this General Release, which if known to him must have materially
affected his settlement with the Company.


 


4.             In further consideration of the promises made by the
Company in this General Release, the Executive specifically waives and releases
the Company from all claims the Executive may have as of the date of this
General Release, whether known or unknown, arising under the ADEA.  The Executive further agrees that:


 


(a)           the Executive’s waiver of rights under this General
Release is knowing and voluntary and in compliance with the Older Workers
Benefit Protection Act of 1990 (“OWBPA”);


 


(b)           the Executive understands the terms of this General
Release;


 


(c)           the Company is hereby advising the Executive in writing to
consult with an attorney prior to executing this General Release;


 


(d)           the Company is giving the Executive a period of twenty-one
(21) days within which to consider this General Release;


 


(e)           following the Executive’s execution of this General
Release, the Executive has seven (7) days in which to revoke Executive’s
release under the ADEA and OWBPA by written notice.  An attempted revocation not actually received
by the Company prior to the revocation deadline will not be effective;


 


(f)            the provisions of this General Release with respect to
ADEA and OWBPA shall be void and of no force and effect if the Executive
chooses to so revoke, and if 


 


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the Executive chooses not to
so revoke shall become effective and enforceable upon the expiration of the
revocation period; and


 


(g)           notwithstanding Executive’s revocation of the portions of
this General Release covering the ADEA and OWBPA, upon execution hereof all
other provisions of this General Release shall become effective and shall be
irrevocable.


 


5.             This General Release does not waive rights or claims
that may arise after the date the Executive signs this General Release.  To the extent barred by the OWBPA, the
covenant not to sue contained in Section 2 does not apply to claims under
the ADEA that challenge the validity of this General Release. The Executive
specifically acknowledges that, except as specifically described above, it is
his intention to release all claims known and unknown.


 


6.             To revoke the portions of this General Release covering
the ADEA and OWBPA, the Executive must send a written statement of revocation
to the Company to the address provided in Section 13 of the
Agreement.  The revocation must be
received no later than 5:00 p.m. on the seventh (7th) day following the
Executive’s execution of this General Release. 
If the Executive does not revoke, the eighth (8th) day following the
Executive’s acceptance will be the “effective date” of this General Release
with respect to the ADEA and OWBPA provisions, in all other regards, this
General Release shall be effective on the date this General Release is executed
by the Executive.


 


7.             Executive’s right to revoke is limited to the ADEA and
OWBPA and shall not be construed as a right to revoke other provisions of this
General Release.  If Executive revokes
his release of claims under the ADEA or OWBPA all remaining terms of this
General Release shall continue to have full force and effect and the General
Release shall continue to be enforceable as if the ADEA and OWBPA release was
severed, but the Company shall no longer be obligated to provide the additional
benefits under Section 6 of the Agreement and Executive shall forfeit the
vesting of any equity awards under Section 5 of the Agreement.


 


8.             This General Release shall be governed by the internal
laws (and not the choice of laws) of the State of Illinois.


 


PLEASE
READ THIS AGREEMENT CAREFULLY.  IT
CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ANDREW M. APPEL

  



 


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