exv10w28



 


EXHIBIT 10.28


 

GENERAL RELEASE, SEVERANCE AND SETTLEMENT AGREEMENT



     This GENERAL RELEASE, SEVERANCE AND SETTLEMENT AGREEMENT (hereinafter
referred to as the “Agreement”) is made and entered into by and between MICHAEL
P. LAWLOR hereinafter referred to as “Employee”) and U S LIQUIDS, INC., a
Delaware corporation and its subsidiaries and affiliated companies (hereinafter
referred to as the “Company”), effective this 28th day of August, 2002 (the
“Effective Date”).


     WHEREAS, Employee was employed by Company as its Chairman of the Board and
Chief Executive Officer pursuant to that certain Employment Agreement between
Employee and Company dated July 2, 1997 (the “Employment Agreement”);


     WHEREAS, the parties have agreed to terminate Employee’s employment with
Company as of August 28, 2002 (“Separation Date”) and Employee and the Company
desire to settle fully and finally any and all claims of Employee arising out
of Employee’s employment with Company and his termination therefrom.


     NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained and other good and valuable consideration, the receipt and
adequacy of which is hereby specifically acknowledged, it is hereby agreed by
and between the parties as follows:


     1.     Upon the signing of this Agreement, the Company shall:



		
	 	     (a) Pay to Employee the gross amount of NINE HUNDRED SEVENTY-FIVE
THOUSAND DOLLARS AND NO CENTS ($975,000.00), less all applicable
withholdings and deductions required by law. Said amount shall be paid
by the Company in seventy-two (72) equal installments in the form of
checks, each in the gross amount of TWELVE THOUSAND FIVE HUNDRED DOLLARS
AND NO CENTS ($12,500.00), less all applicable withholdings or deductions
required by law, commencing on the first regular payroll date of Company
following the Separation Date and continuing on each of Company’s regular
payroll dates until fully paid. Said checks shall be mailed to Employee
at his address last known to Company;
	 
	 	     (b) Continue until August 31, 2005 (the “Benefit Continuation Date”)
Employee’s medical insurance and life insurance as existing and
previously provided by Company to Employee on the day immediately prior
to the Effective Date and subject to the same contributions as though
Employee were still an employee. In addition, Employee shall continue to
be eligible to participate in Company’s 401k plan through the Benefit
Continuation Date. After the Benefit Continuation Date, Employee may
continue medical insurance benefits at his sole cost under COBRA terms
and conditions. As of the Separation Date, Employee shall not be
eligible for any other employee benefits from Company, including
participation in Company’s employee stock purchase plan or stock option
plan;








 






		
	 	     (c) Reimburse Employee for the reasonable and necessary expenses
associated with (i) relocating his office and personal furnishings and
automobile from Houston, Texas to Annapolis, Maryland, (ii) continuation
of the rent on his Houston apartment until September 30, 2002, (iii)
travel between Houston and Annapolis through September 30, 2002 and (iv)
travel, lodging and entertainment expenses after the Separation Date for
any travel done at the request of the Company on Company business; and




		
	 	     (d) Continue its indemnification obligation to Employee to the
extent permitted by, and in the manner provided under, Article VIII of
the Company’s Second Amended and Restated Certificate of Incorporation
and the General Corporation Law of the State of Delaware.



     2.     Employee agrees that the foregoing obligations and the other
obligations of Company under this Agreement shall constitute an accord and
satisfaction and a full and complete settlement of all claims. Employee
further agrees that the monies provided to him under this Agreement shall
constitute the entire amount of monetary consideration due to him under this
full and final settlement of any and all claims arising out of his employment
with Company and the termination thereof and that he will not seek any further
compensation for any other claimed damage, costs or attorneys’ fees in
connection with the matters encompassed in this Agreement unless in connection
with Company’s breach of this Agreement.


     3.     Employee acknowledges and agrees that Company has made no
representations to him regarding the tax consequences of any amounts received
by him pursuant to this Agreement. Employee agrees to pay federal or state
taxes that are required by law to be paid with respect to this Agreement.


     4.     Employee represents and warrants that he has not filed any complaint,
claims or actions against Company, its officers, agents, directors,
supervisors, employees or representatives with any state, federal or local
agency or court.


     5.     In exchange for the consideration provided in this Agreement, Employee,
on behalf of himself and his heirs, executors, administrators, and assigns,
without limitation, hereby irrevocably and unconditionally releases and forever
discharges Company and its affiliates, officers, agents, directors,
supervisors, employees, representatives, successors and assigns, and all
persons acting by, through, under, or in concert with any of them from any and
all charges, complaints, claims, causes of action, suits, debts, sums of money,
controversies, agreements, promises, damages and liabilities of any kind or
nature whatsoever, both at law and equity, known or unknown, suspected or
unsuspected (hereinafter referred to as “claim” or “claims”), arising from
conduct occurring on or before the date of this Agreement, including, without
limitation, any claims incidental to or arising out of Employee’s employment
with Company and the termination thereof, including any claims relating to
injuries or damages arising out of exposure to hazardous materials, worker’s
compensation or disability claims, retaliatory discharge, discharge in
violation of public policy, intentional infliction of emotional distress,
negligent infliction of emotional distress, defamation, harassment, sexual
harassment, invasion of privacy, any action in tort or contract, any violation
of any federal, state, or local law or regulation, including, but not limited
to, any violation of Title VII of the Civil Rights Act of

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1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866,
42 U.S.C. § 1981, the Equal Pay Act, 29 U.S.C. § 206, the Employee Retirement
Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Americans with
Disabilities Act, 42 U.S.C. § 12101 et seq., the Fair Labor Standards Act, as
amended, 29 U.S.C. § 201 et seq., the Age Discrimination in Employment Act of
1967, as amended (“ADEA”), 29 U.S.C. § 621 et seq., the Family and Medical
Leave Act, 29 U.S.C. § 2601 et seq., the Fair Credit Reporting Act, 15 U.S.C. §
1681, et seq., or any other federal or state employment or civil rights act,
and any and all claims for severance pay or benefits under any compensation or
employee benefit plan, program, policy, contract or other arrangement of the
Company or the Company Affiliates, but excluding any benefits which Employee is
entitled to receive under any Company plan that is a qualified plan under IRC §
401(a) or is a group health plan subject to COBRA, to the extent Employee
properly elects and pays for such COBRA continuation coverage as provided in
paragraph 1(b), above. Employee understands and acknowledges that execution of
this Agreement by Employee operates as a complete bar and defense against all
claims that may be made by him against Company.


     6.     Notwithstanding anything contained herein to the contrary, the parties
understand the word “claim” or “claims” to include without limitation all
actions, claims and grievances, whether actual or potential, known or unknown,
related, incidental to or arising out of Employee’s employment with Company and
the termination thereof, including any claims relating to injuries or damages
arising out of exposure to hazardous materials, worker’s compensation or
disability claims, claims relating to race, age, gender, religious or national
origin discrimination under Title VII of the Civil Rights Act of 1964, as
amended; the Age Discrimination in Employment Act of 1967, as amended; and any
other federal, state or local laws, arising out of or in any way related to
Employee’s employment with Company, or the termination thereof. All such
claims, including related attorneys’ fees and costs, are forever barred by this
Agreement and without regard to whether those claims are based on any alleged
breach of a duty arising in contract or tort, any alleged unlawful act, any
other claim or cause of action, and regardless of the forum in which it might
be brought.


     7.     In exchange for the consideration provided in this Agreement, Employee
will not file, commence, voluntarily aid in any way, prosecute or cause to be
filed, commenced or prosecuted against Company, any action or proceeding
arising from any claims released by this Agreement.


     8.     Company and Employee agree that they will keep the terms and monetary
settlement amount of this Agreement completely confidential, and shall not
disclose such to any other person directly or indirectly. As an exception to
the foregoing, Employee may disclose the terms and monetary settlement amount
of this Agreement to his attorney, tax advisor, accountant and immediate family
(defined as and limited to spouse and children) who shall be advised of its
confidentiality. Should any of the foregoing individuals disclose the terms
and/or monetary settlement amount of this Agreement to any other person, such
shall be considered an indirect disclosure in breach of this provision for
which Employee shall be liable. As an additional exception to the foregoing,
Company may disclose the terms and monetary settlement amount of this Agreement
to its attorneys, tax advisors, accountants, auditors officers, directors and
employees as well as other third parties with a need for such information and
who shall be

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advised of its confidentiality. Notwithstanding the foregoing, Employee
and the Company may make such disclosures of the terms and monetary settlement
amount of this Agreement as are required by law or as necessary for legitimate
enforcement or compliance purposes. In the event that either party is required
by law or regulation, including, without limitation, the United States
securities laws and the regulations of the Securities Exchange Commission or
the American Stock Exchange, to make all or any portion of the terms or
monetary settlement amount of this Agreement public record, that party shall be
free to disclose such portion without breach of this paragraph 8 and without
liability to the other party.


     9.     Company and Employee agree that the failure to comply with the terms of
paragraph 8, above, shall amount to a material breach of this Agreement, which
will subject the breaching party to liability for all damages, including but
not limited to, actual, consequential and liquidated damages, the other party
might incur. In the event of such a breach, the non-breaching party will be
entitled to all legal and equitable remedies available, including, but not
limited to, injunctive relief.


     10.     Other than as expressly stated herein, Employee hereby relinquishes
any further employment rights he might have with Company.


     11.     Notwithstanding anything contained in this Agreement to the contrary,
the Company and Employee agree that the provisions of paragraphs 9, 10 and 11
of the Employment Agreement shall survive the termination of the Employment
Agreement in accordance with the terms of. In addition, Employee represents
that he has complied, or will comply as soon as possible, with his obligations
to deliver all Company documents, data, proprietary information and property in
his possession to Company.


     12.     In exchange for the consideration provided in this Agreement, Employee
and his immediate family (defined as and limited to spouse and children) shall
not make negative or disparaging comments about Company or their respective
officers or employees, to any current or prospective employees, suppliers,
customers or investors of Company. Should this provision be violated, in
addition to any other remedies available to Company, the Company will be
relieved of all obligations and/or continuing obligations to Employee created
by paragraph 1 of this Agreement. Company and its officers, directors and
agents shall not make negative or disparaging comments about Employee to any
current or prospective employer of Employee. Company will respond to requests
for information about Employee’s employment and termination, with his dates of
service and positions held.


     13.     This Agreement and compliance with this Agreement shall not be
construed as an admission by any party of any liability whatsoever, or as
admission by any party of any violation of the rights of any person, violation
of any order, law, statute, duty or contract whatsoever. Company specifically
disclaims any liability to Employee for any alleged violation of his rights, or
for any alleged violation of any order, law, statute, duty or contract
whatsoever on the part of Company or its employees or agents.


     14.     The parties hereto represent and acknowledge that in executing this
Agreement they do not rely and have not relied upon any representation or
statement made by any of the

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parties or by any of the parties’ agents, attorneys or representatives
with regard to the subject matter or effect of this Agreement or otherwise,
other than those specifically stated in this written Agreement.


     15.     This Agreement shall be binding upon the parties hereto and upon their
heirs, administrators, representatives, executors, successors, and assigns, and
shall inure to the benefit of said parties and each of them and to their heirs,
administrators, representatives, executors, successors, and assigns. Employee
expressly warrants that he has not transferred to any person or entity any
rights or causes of action, or claims released by this Agreement.


     16.     Employee understands that he has the right to consult an attorney of
his choice and has consulted with an attorney or has knowingly and voluntarily
decided not to do so.


     17.     Employee understands that he has twenty-one (21) days within which to
consider this Agreement and that this Agreement is revocable by him for a
period of seven (7) days following the execution of this Agreement, and if not
so revoked, will become effective and enforceable. For the revocation to be
effective, written notice of revocation must be delivered to Gary J. Van
Rooyan, General Counsel, 411 N. Sam Houston Parkway, E., Suite 400, Houston,
Texas 77060, no later than the close of business on the seventh day after
Employee has signed this Agreement. The consideration cited in Paragraph 1
above shall not be required to be delivered to Employee until the expiration of
the seven (7) day revocation period.


     18.     Employee expressly represents and warrants that he has completely read
this Agreement prior to executing it, has had an opportunity to review it with
his counsel, has been offered twenty-one (21) days within which to consider
this Agreement and to understand its terms, contents, conditions and effects
and has entered into this Agreement knowingly and voluntarily.


     19.     Should any provision of this Agreement be declared or be determined by
any court of competent jurisdiction to be illegal, invalid, or unenforceable,
the legality, validity and enforceability of the remaining parts, terms or
provisions shall not be affected thereby and said illegal, unenforceable, or
invalid term, part or provision shall be deemed not to be a part of this
Agreement.


     20.     This Agreement sets forth the entire agreement between the parties
hereto and fully supersedes any and all prior agreements and understandings,
written or oral, between the parties hereto pertaining to the full and final
settlement of all claims of Employee arising out of his employment with Company
and termination therefrom. This Agreement may only be amended or modified by a
writing signed by the parties hereto. Any waiver of any provision of this
Agreement shall not constitute a waiver of any other provision of this
Agreement unless expressly so indicated otherwise.


     21. This Agreement shall in all respects be interpreted, enforced and
governed by and under the laws of the State of Delaware.


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     22.     This Agreement may be executed in one or more counterparts, each of
which shall constitute an original, and all of which shall constitute one
instrument.


     IN WITNESS WHEREOF, the parties have affixed their signatures hereto on
the date first above written.



	 	MICHAEL P. LAWLOR

 

 







	 	U S LIQUIDS, INC.




	 	By:







	 	Its: Chief Executive Officer




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