EX-10.64



 





Exhibit No. 10.64




THE PROGRESSIVE CORPORATION EXECUTIVE SEPARATION

ALLOWANCE PLAN




SECTION 1 — DEFINITIONS





	1.1	 	“Affiliated Company” — means any entity in which the Company owns, directly or
indirectly, more than fifty percent (50%) of the stock or assets.






	1.2	 	“Annual Salary” — as to each Eligible Employee means his/her annualized base salary
or other base wages immediately prior to his/her Termination Date (including any geographic
differential). This term does not include commissions, stock-related awards, incentive
compensation, separate pay adjustments or allowances or any other forms of remuneration.






	1.3	 	“Group I Employees” — are those Eligible Employees who are parties to written
employment agreements duly authorized and executed by and between the Eligible Employee and
Progressive the benefits to which are triggered by a “Change of Control” as defined in those
written agreements.






	1.4	 	“Group II Employees” — are those Eligible Employees who, immediately preceding their
Termination Date and for at least two years prior thereto, had Gainsharing and Non-Qualified
Stock Option (“NQSO”) targets under the then applicable Gainsharing Plan and Incentive Plan,
respectively, of greater than fifty percent (50%), exclusive of Group I Employees.






	1.5	 	“Group III Employees” — are those Eligible Employees who, immediately preceding their
Termination Date and for at least two years prior thereto, had Gainsharing and NQSO targets
under the then applicable Gainsharing and Incentive Plan, respectively, of thirty-five percent
(35%) and greater, exclusive of Group I Employees and Group II Employees.






	1.6	 	“Company” — means The Progressive Corporation, an Ohio corporation, or its
successors.






	1.7	 	“Disability” — means the inability to perform work due to illness, injury or
pregnancy-related condition.






	1.8	 	“Eligible Employee” — means regular, non-temporary, non-union executive employees of
Progressive who qualify either as a Group I Employee, Group II Employee or a Group Employee as
defined hereunder.






	1.9	 	“Misconduct” — means an Eligible Employee’s commission of a terminable offense under
Progressive’s Code of Conduct, as reasonably determined in good faith by the Company.






	1.10	 	“PCIC” — means Progressive Casualty Insurance Company, an Ohio corporation, or its
successors.






	1.11	 	“Plan” — means The Progressive Corporation Executive Separation Allowance Plan, as
set forth herein and as the same may be amended from time to time.




 









 












	1.12	 	“Progressive” — includes the Company and any other entity which from time to time is
an Affiliated Company.






	1.13	 	“Reduction in Force” — means a reduction by Progressive in the number of employees
working in any of Progressive’s operating divisions.






	1.14	 	“Reorganization” — means Progressive’s elimination of one or more positions or
redefinition of the job duties of one or more positions.






	1.15	 	“Separation Agreement and General Release” — means an agreement and release
substantially in the forms attached hereto as Exhibits A and B together with such changes,
additions and deletions as Progressive, in its sole discretion, may specify.






	1.16	 	“Termination Date” — means the effective date of any Eligible Employee’s termination
of employment with Progressive.





SECTION 2 — ENTITLEMENT TO SEPARATION ALLOWANCE





	2.1	 	An Eligible Employee shall be entitled to receive a Separation Allowance under this Plan if
(a) Progressive terminates his/her employment for reasons other than resignation (including
retirement), job elimination, death, Disability, unsatisfactory job performance or Misconduct;
and (b) the Eligible Employee signs a Separation Agreement and General Release and delivers it
to the Company within ninety (90) days after the Eligible Employee’s Termination Date. In no
event shall any Eligible Employee be entitled to receive a Separation Allowance if (x) his/her
employment terminates as a result of a resignation (including retirement), a Reduction in
Force or Reorganization, death, Disability, failure to meet job performance standards,
Misconduct or any reason other than as a result of the circumstances described in (a) above,
or (y) he/she fails to deliver a signed Separation Agreement and General Release to the
Company within the time specified above.





SECTION 3 — AMOUNT OF SEPARATION ALLOWANCE





	3.1	 	The Separation Allowance payable to each Eligible Employee who is entitled to such allowance
under Section 2 above shall be in the amount as provided below:





	 	 	 
	Eligible Employee	 	Separation Allowance
	Group I Employee

	 	One year Annual Salary plus Gainsharing. The amount
paid as Gainsharing shall equal the higher of a) the
highest annual Gainsharing paid to the Group I Employee
during the past three years; or b) payment of the Group
I Employee’s targeted Gainsharing at a factor of 1.0 in
the calendar year of the Termination Date.






 









 






	 	 	 
	Eligible Employee	 	Separation Allowance
	Group II Employee

	 	One-year Annual Salary
	 
	Group III Employee

	 	The greater of a) six months of the Group III
Employee’s Annual Salary; or b) the amount that would
be payable to the Group III Employee if the employee
were entitled to benefits under The Progressive
Corporation Separation Allowance Plan (the “SAP Plan”),
provided that the Separation Allowance paid hereunder
shall in no event exceed the employee’s Annual Salary.







	3.2	 	Each Separation Allowance shall be paid in a lump sum within thirty (30) days following the
later of (i) the Eligible Employee’s Termination Date or (ii) the expiration of the revocation
period referred to in the Eligible Employee’s signed Separation Agreement and General Release.
Alternatively, Progressive, in its sole discretion, may elect to pay any Separation Allowance
in installments over any period not exceeding twenty-four (24) months after the Eligible
Employee’s Termination Date.






	3.3	 	Progressive shall withhold from each Separation Allowance all applicable federal, state, and
local taxes, Social Security taxes and other deductions required by law, and any other amounts
due Progressive for any reason.






	3.4	 	Each Eligible Employee’s Separation Allowance payable under this Plan shall be reduced by the
amount of any state-mandated Separation Allowance or severance payments payable by Progressive
to such Eligible Employee.






	3.5	 	Notwithstanding anything herein to the contrary, no Separation Allowance payments shall be
made under this Plan to any Eligible Employee more than twenty-four (24) months after his/her
Termination Date.





SECTION 4 — ADDITIONAL PAYMENTS AND BENEFITS





	4.1	 	Progressive may elect to provide or pay to any Eligible Employee who is entitled to a
Separation Allowance under this Plan such additional payments or benefits, if any, as
Progressive, in its sole discretion, shall determine, such as outplacement assistance
benefits; reimbursements for the cost of obtaining health, life, disability, employee
assistance or other welfare benefits; and other payments and benefits.





SECTION 5 — PROGRESSIVE DISCRETION





	5.1	 	Notwithstanding anything herein to the contrary, no determination by Progressive as to the
amount, timing or manner of payment of any Separation Allowance or other payment 




 









 






	 	 	or benefit
under this Plan shall be regarded as a precedent or guideline for purposes of determining the
amount, timing or manner of payment of any other Separation Allowance or other payment or
benefit under this Plan, nor shall any such determination otherwise limit Progressive’s
discretion provided for under this Plan in any way.





SECTION 6 — ELIGIBILITY UNDER OTHER PLANS AND AGREEMENTS





	6.1	 	Except as provided in Sections 6.2 and 6.3, this Plan shall entirely supersede and replace
all policies, plans, agreements, understandings and arrangements adopted or entered into
before November 1, 2001 regarding separation allowances, severance pay and/or similar
compensation payable by Progressive to terminated Eligible Employees (other than with respect
to any Eligible Employees who may have incurred Termination Dates prior to November 1, 2001).






	6.2	 	Section 6.1 of this Plan shall not limit any Eligible Employee’s rights, if any, under the
SAP Plan in the event of any Reorganization or Reduction in Force, provided that an
Eligible Employee shall only be entitled to receive benefits under the circumstances
specified under the Plan and the SAP Plan and shall not be entitled to receive benefits
under both this Plan and the SAP Plan.






	6.3	 	Individual employment, separation, severance and other agreements that include provisions
regarding separation allowances, severance pay and/or similar compensation following
termination of employment and that are entered into in writing with an Eligible Employee shall
supersede and replace this Plan, except as otherwise expressly provided by such agreements;
however, no such agreement entered into on or after November 1, 2001 shall be effective or
enforceable unless approved in writing by PCIC’s Chief Human Resources Officer or the holder
of any similar successor office, and nothing in this Plan shall be construed as ratifying or
validating any such agreements that have not been so approved.





SECTION 7 — CLAIMS PROCEDURES





	7.1	 	The Company shall establish reasonable procedures under which a claimant, or his/her duly
authorized representative, may present a claim for benefits under this Plan.






	7.2	 	Unless such claim is allowed in full by the Company, written notice of the denial shall be
furnished to the claimant within ninety (90) days (which may be extended by a period not to
exceed an additional ninety (90) days if special circumstances so require and written notice
to the claimant is given prior to the expiration of the initial ninety (90) day period
describing such circumstances and indicating the date by which the Company expects to render
its determination) setting forth the following in a manner calculated to be understood by the
claimant:






	 	(i)	 	The specific reason(s) for the denial;
	 
	 	(ii)	 	Specific reference(s) to any pertinent provision(s) of the
Plan or rules promulgated pursuant thereto on which the denial is based;
	 
	 	(iii)	 	A description of any additional information or material as
may be necessary to perfect the claim, together with an explanation of why it
is necessary;




 









 






	 	(iv)	 	A description of the Plan’s claims review procedures and the
time limits applicable to such procedures, including a statement of the
claimant’s right to bring a civil action under Section 502(a) of ERISA
following an adverse benefit determination on review; and
	 
	 	(v)	 	An explanation of the steps to be taken if the claimant
wishes to resubmit his/her claim for review.






	7.3	 	Within a reasonable period of time after the denial of the claim, but in any event, not to be
more than sixty (60) days, the claimant or his/her duly authorized representative may make
written application to the Company for a review of such denial. The claimant or his/her
representative, may, upon request and free of charge, review or receive copies of documents,
records and other information relevant to the claimant’s claim for benefits, and may submit
written comments, documents, records and other information relating to the claim for benefits.






	7.4	 	If an appeal is timely filed, the Company shall conduct a full and fair review of the claim
and mail or deliver to the claimant its written decision within sixty (60) days after the
claimant’s request for review (which may be extended by a period not to exceed an additional
sixty (60) days if special circumstances or a hearing so require and written notice to the
claimant is given prior to the expiration of the initial sixty (60) day period describing such
special circumstances and indicating the date by which the Company expects to render its
determination). In conducting its review, the Company shall take into account all comments,
documents, records and other information submitted by the claimant relating to the claim,
without regard to whether such information was submitted or considered in the initial benefit
determination. The Company’s decision on review shall:






	 	(i)	 	Be written in a manner calculated to be understood by the
claimant;
	 
	 	(ii)	 	State the specific reason(s) for the decision;
	 
	 	(iii)	 	Make specific reference to pertinent provision(s) of the Plan;
	 
	 	(iv)	 	State that the claimant is entitled to receive, upon request
and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claimant’s claim for benefits;
and
	 
	 	(v)	 	Include a statement of the claimant’s right to bring a civil
action under Section 502(a) of ERISA.






	7.5	 	If a period of time is extended, as permitted under Sections 7.2 and 7.4 above, due to a
claimant’s failure to submit information to decide a claim, the period for making the benefit
determination on review shall be tolled from the date on which the notification of the
extension is sent to the claimant until the date on which the claimant responds to the request
for additional information.”





SECTION 8 — AMENDMENT AND TERMINATION





	8.1	 	This Plan may be amended, modified or terminated by the Company in whole or in part at any
time for any reason without the consent of any Affiliated Company or any employee or other
person, provided that, except for legally required amendments, 




 









 






	 	 	modifications and terminations,
no such amendment, modification or termination shall impair the rights of any Eligible
Employee who incurs a Termination Date prior to the date the Company adopts such amendment or
modification or approves such termination.





SECTION 9 — RIGHTS OF SETOFF





	9.1	 	Progressive shall have the unrestricted right and power to set off against, or recover out
of, any payments owed an Eligible Employee or other person under this Plan, at the time such
payments would have otherwise been payable under this Plan, any amounts owed to Progressive by
such Eligible Employee or other person.





SECTION 10 — FUNDING





	10.1	 	All payments pursuant to this Plan shall be made from Progressive’s general funds and nothing
contained herein shall be deemed to require Progressive to, and Progressive shall
not, physically segregate any sums from its general funds, or create any trust or escrow
account, or make any special deposit, in respect of any amounts payable hereunder.





SECTION 11 — ADMINISTRATION





	11.1	 	The Company shall be the Administrator of this Plan and shall be the “named fiduciary” within
the meaning of Section 402 of the Employee Retirement Income Security Act of 1974, as amended,
and, except as specified elsewhere herein, shall exercise all rights and duties with respect
hereto, including without limitation, the right:






	 	(a)	 	to make and enforce such rules and regulations as are necessary or proper for
the efficient administration of this Plan; and
	 
	 	(b)	 	to interpret and construe this Plan and to decide all disputes and other
matters arising hereunder, including but not limited to the right to determine
eligibility for benefits and resolve possible ambiguities, inconsistencies or
omissions. All such rules, interpretations and decisions shall be applied in a
uniform manner to all persons similarly situated.






Except as otherwise specifically provided herein, no action or decision taken in accordance
with this Plan by the Company or Progressive shall be relied upon as a precedent for any
similar action or decision under any circumstances.



SECTION 12 — EFFECTIVE DATE





	12.1	 	This Plan shall be effective November 1, 2001, but only as to Eligible Employees who incur
Termination Dates on or after such date.





     IN WITNESS WHEREOF, The Progressive Corporation has hereunto caused this Plan to be executed
by its duly authorized representative as of the 31st day of October, 2001.



     THE PROGRESSIVE CORPORATION




	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Charles E. Jarrett
 	 
	 	 	Charles E. Jarrett, Secretary 	 
	 	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A

SEPARATION AGREEMENT AND GENERAL RELEASE

(GROUP I AND II EMPLOYEES)



THIS AGREEMENT is entered into as of the ___day of                     , 20___
between (“Employee”) and                      (“Employer”) pursuant to The
Progressive Corporation Executive Separation Allowance Plan (the “Plan”).





     WHEREAS, Employee’s employment with Employer terminated (or will terminate) effective                     , 200___; and



     WHEREAS, Employee desires to receive certain employment termination benefits under the Plan;
and



     WHEREAS, the Plan provides employment termination benefits only to employees who sign a
Separation Agreement and General Release in the form specified in the Plan;



     NOW, THEREFORE, Employee and Employer hereby agree as follows:




	 	1.	 	Employer shall pay Employee a separation allowance of
$           pursuant to Section 3 of
the Plan in a lump sum on      , 200   [in monthly installments
commencing      , 200     ], subject to the limitations specified in the Plan.
	 
	 	2.	 	Employer shall pay Employee for all credited ETB in accordance with
Employer’s standard practices within thirty (30) days following the expiration of the
revocation period referred to at the end of this Agreement or at such earlier time as
may be required by law.
	 
	 	3.	 	Employee shall be entitled to continue his/her and his/her dependents’
medical, dental and vision coverages under The Progressive Corporation Group Insurance
Plan (“Group Insurance Plan”), subject to the terms, conditions and limitations of the
Group Insurance Plan. Employee also shall be entitled to the conversion privileges,
if any, applicable to his/her life insurance and/or other coverages under the Group
Insurance Plan.
	 
	 	4.	 	Employer shall provide the following additional payments and/or benefits to
Employee:
	 
	 	5.	 	Employee’s entitlement to pension benefits, if any, shall be determined in
accordance with The Progressive Corporation Long-Term Savings Plan.
	 
	 	6.	 	Employee shall be entitled to whatever other rights or benefits are available
to former employees of Progressive under any other written employee benefit plans or
programs maintained by Progressive, subject to the terms, conditions and limitations
of those plans and programs.




 









 






	 	7.	 	With the exception of the rights and benefits contained in, or expressly
referred to in this Agreement, Employee hereby waives any and all rights and benefits
Employee now has or might hereafter have acquired under the Plan, The Progressive
Corporation Separation Allowance Plan, The 200___Gainsharing Program and any other
compensation or bonus programs, employee benefit plans and fringe benefit programs
maintained by Progressive or any of its affiliates by virtue of Employee’s employment
with Progressive or the termination thereof.
	 
	 	8.	 	Employee acknowledges the forfeiture of any and all unvested non-qualified
stock options (“NQSOs”) awarded to Employee under The Progressive Corporation 1989
Incentive Plan or The Progressive Corporation 1995 Incentive Plan (the “Incentive
Plans”). Employee’s rights, if any, under The Progressive Corporation Executive
Deferred Compensation Plan, The Progressive Pension Plan and The Incentive Plans
(collectively, the “Programs”) shall be determined in accordance with the governing
provisions of the Programs as in effect from time to time. For purposes of such
Programs, Employee shall be considered to have terminated employment with Progressive
on the Separation Date.
	 
	 	9.	 	In consideration of the above undertakings of Employer, Employee hereby
releases Employer, Progressive and their respective affiliates, officers, directors,
employees, agents, successors and assigns (collectively, the “Released Entities”),
from any and all claims, liabilities, demands, actions, suits and causes of action,
whether known or unknown, that Employee ever had or now has against any of the
Released Entities, including but not limited to claims arising under the Age
Discrimination in Employment Act, as amended, and other claims relating to Employee’s
employment with Progressive and the termination of that employment, and claims under
The Progressive Corporation Separation Allowance Plan (collectively “Claims”). [If
Employee is a California resident, Employee acknowledges that he/she has read and
understands California Civil Code Section 1542, which reads as follows:






“A general release does not
extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing
the release, which if known by him must have
materially affected his settlement with the debtor.”




	 	 	 	Employee hereby waives the provisions and protections of California Civil Code
Section 1542 and agrees that the above release shall apply to all Claims that
Employee ever had or now has against the Released Entities, regardless of whether
Employee currently is aware of the Claims or suspects that they exist.]




 









 






	 	10.	 	Employee further agrees that he will not, during the twenty-four (24) month
period after the Separation Date, solicit or recruit any person who is a Progressive
employee at the time of such solicitation or recruitment (unless such person has
theretofore been given notice of the termination of his/her employment by Progressive)
to act as an employee, consultant, agent or independent contractor with respect to any
insurance or other business.
	 
	 	11.	 	Employee agrees that Employee will maintain the confidentiality of
confidential information which Employee has received by virtue of his/her employment
with Progressive and will refrain from using such information or disclosing it to
anyone other than Progressive or its employees. For purposes of this Agreement,
confidential information is information which Progressive endeavors to keep
confidential, including, without limitation, customer lists, employee lists, rate
schedules, underwriting information, the terms of contracts and policies, marketing
plans, program designs, trade secrets, proprietary information, and any such
information provided by a third party to Progressive in confidence. Employee
represents that promptly following his/her execution of this Agreement, Employee will
return to Progressive any records in his/her possession containing confidential
information of Progressive or records which are the property of Progressive.
	 
	 	12.	 	In the event of any actual or threatened breach by Employee of the provisions
of Paragraphs 10 or 11, Progressive shall be entitled to an injunction (including an
ex parte temporary restraining order) restraining Employee from
violating these provisions. The period provided in Paragraph 10 shall not run and
will be suspended during the period of any violation by Employee of Paragraph 10 and,
at the conclusion of any such violation, the period will run for its remaining term.
Progressive shall also be entitled to recover, as liquidated damages, the amount
equal to fifty percent (50%) of the severance paid to Employee under this Agreement.
	 
	 	13.	 	All payments to be made by Employer under this Agreement are subject to
applicable tax withholding, other legally required deductions and (except to the
extent prohibited by law) amounts due Progressive for any reason.
	 
	 	14.	 	All capitalized terms used in this Agreement shall have the meanings given to
them in the Plan, unless otherwise required clearly by the context.
	 
	 	15.	 	This Agreement, together with the Plan and the other documents referred to
herein, constitute the entire agreement of the parties, superseding all prior oral or
written representations, agreements and understandings relating to the subject matter
of this Agreement. Any modifications of this Agreement must be in a writing signed by
both parties in order to be effective. Employee may not assign this Agreement or any
of his/her




 









 






	 	 	 	rights or obligations hereunder without Employer’s prior written consent. This
Agreement is subject to the terms, provisions and limitations of the Plan in all
respects.
	 
	 	16.	 	Employee has read and understands all of the terms of this Agreement and
Employee has been encouraged to consult with an attorney. Employee acknowledges that
he/she has been given a period of at least                      (___) days to
review this Agreement with an attorney and individuals of his/her own choice and
consider its effect, including Employee’s release of rights. Employee signs this
Agreement in exchange for the consideration to be given to him/her, which Employee
acknowledges is adequate and satisfactory. Neither Progressive nor its agents,
representatives or employees have made any representations to Employee concerning the
terms or effects of this Agreement other than those contained in this Agreement or the
Plan.






IMPORTANT! BEFORE YOU SIGN THIS AGREEMENT YOU SHOULD CONSULT WITH AN ATTORNEY. ALSO,
AFTER YOU HAVE SIGNED THIS AGREEMENT YOU HAVE SEVEN (7) DAYS WITHIN WHICH TO REVOKE IT FOR
ANY REASON. YOU DO NOT NEED EMPLOYER’S CONSENT IN ORDER TO REVOKE THIS AGREEMENT, BUT YOU
MUST GIVE WRITTEN NOTICE OF YOUR REVOCATION TO EMPLOYER WITHIN THE SEVEN (7) DAY REVOCATION
PERIOD. THIS AGREEMENT WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF THE
SEVEN (7) DAY REVOCATION PERIOD.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated above.



	 	 	 
	 
	 

Witness

	 	 Employee
	 
	 	 
	 

Witness

	 	 Employer
	 
	 	 
	 

	 	By:
	 
	 	 
	 

	 	Title:






 









 






EXHIBIT B

SEPARATION AGREEMENT AND GENERAL RELEASE

(GROUP III EMPLOYEES)



THIS AGREEMENT is entered into as of the ___day of                     , 20___between (“Employee”) and                      (“Employer”) pursuant to The
Progressive Corporation Executive Separation Allowance Plan (the “Plan”).




     WHEREAS, Employee’s employment with Employer terminated (or will terminate) effective                     , 200___; and



     WHEREAS, Employee desires to receive certain employment termination benefits under the Plan;
and



     WHEREAS, the Plan provides employment termination benefits only to employees who sign a
Separation Agreement and General Release in the form specified in the Plan;



     NOW, THEREFORE, Employee and Employer hereby agree as follows:




	 	1.	 	Employer shall pay Employee a separation allowance of
$          
pursuant to Section 3 of the Plan in a lump sum on
     , 200    [in monthly installments
commencing      , 200     ], subject to the limitations specified in the Plan.
	 
	 	2.	 	Employer shall pay Employee for all credited ETB in accordance with
Employer’s standard practices within thirty (30) days following the expiration of the
revocation period referred to at the end of this Agreement or at such earlier time as
may be required by law.
	 
	 	3.	 	Employee shall be entitled to continue his/her and his/her dependents’
medical, dental and vision coverages under The Progressive Corporation Group Insurance
Plan (“Group Insurance Plan”), subject to the terms, conditions and limitations of the
Group Insurance Plan. Employee also shall be entitled to the conversion privileges,
if any, applicable to his/her life insurance and/or other coverages under the Group
Insurance Plan.
	 
	 	4.	 	Employer shall provide the following additional payments and/or benefits to
Employee:
	 
	 	5.	 	Employee’s entitlement to pension benefits, if any, shall be determined in
accordance with The Progressive Corporation Long-Term Savings Plan.
	 
	 	6.	 	Employee shall be entitled to whatever other rights or benefits are available
to former employees of Progressive under any other written employee benefit plans or
programs maintained by Progressive, subject to the terms, conditions and 




 









 






	 	7.	 	With the exception of the rights and benefits contained in, or expressly
referred to in this Agreement, Employee hereby waives any and all rights and benefits
Employee now has or might hereafter have acquired under the Plan, The Progressive
Corporation Separation Allowance Plan, The 200___Gainsharing Program and any other
compensation or bonus programs, employee benefit plans and fringe benefit programs
maintained by Progressive or any of its affiliates by virtue of Employee’s employment
with Progressive or the termination thereof.
	 
	 	8.	 	Employee acknowledges the forfeiture of any and all unvested non-qualified
stock options (“NQSOs”) awarded to Employee under The Progressive Corporation 1989
Incentive Plan or The Progressive Corporation 1995 Incentive Plan (the “Incentive
Plans”). Employee’s rights, if any, under The Progressive Corporation Executive
Deferred Compensation Plan, The Progressive Pension Plan and The Incentive Plans
(collectively, the “Programs”) shall be determined in accordance with the governing
provisions of the Programs as in effect from time to time. For purposes of such
Programs, Employee shall be considered to have terminated employment with Progressive
on the Separation Date.
	 
	 	9.	 	In consideration of the above undertakings of Employer, Employee hereby
releases Employer, Progressive and their respective affiliates, officers, directors,
employees, agents, successors and assigns (collectively, the “Released Entities”),
from any and all claims, liabilities, demands, actions, suits and causes of action,
whether known or unknown, that Employee ever had or now has against any of the
Released Entities, including but not limited to claims arising under the Age
Discrimination in Employment Act, as amended, and other claims relating to Employee’s
employment with Progressive and the termination of that employment, and claims under
The Progressive Corporation Separation Allowance Plan (collectively “Claims”). [If
Employee is a California resident, Employee acknowledges that he/she has read and
understands California Civil Code Section 1542, which reads as follows:






“A general release does not
extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing
the release, which if known by him must have
materially affected his settlement with the debtor.”




	 	 	 	Employee hereby waives the provisions and protections of California Civil Code
Section 1542 and agrees that the above release shall apply to all Claims that
Employee ever had or now has against the Released Entities, regardless of whether
Employee currently is aware of the Claims or suspects that they exist.]
	 
	 	10.	 	Employee agrees that Employee will maintain the confidentiality of
confidential information which Employee has received by virtue of his/her




 









 






	 	 	 	employment with Progressive and will refrain from using such information or
disclosing it to anyone other than Progressive or its employees. For purposes of
this Agreement, confidential information is information which Progressive endeavors
to keep confidential, including, without limitation, customer lists, employee
lists, rate schedules, underwriting information, the terms of contracts and
policies, marketing plans, program designs, trade secrets, proprietary information,
and any such information provided by a third party to Progressive in confidence.
Employee represents that promptly following his/her execution of this Agreement,
Employee will return to Progressive any records in his/her possession containing
confidential information of Progressive or records which are the property of
Progressive.
	 
	 	11.	 	In the event of any actual or threatened breach by Employee of the provisions
of Paragraphs 10, Progressive shall be entitled to an injunction (including an
ex parte temporary restraining order) restraining Employee from
violating these provisions. Progressive shall also be entitled to recover, as
liquidated damages, the amount equal to fifty percent (50%) of the severance paid to
Employee under this Agreement.
	 
	 	12.	 	All payments to be made by Employer under this Agreement are subject to
applicable tax withholding, other legally required deductions and (except to the
extent prohibited by law) amounts due Progressive for any reason.
	 
	 	13.	 	All capitalized terms used in this Agreement shall have the meanings given to
them in the Plan, unless otherwise required clearly by the context.
	 
	 	14.	 	This Agreement, together with the Plan and the other documents referred to
herein, constitute the entire agreement of the parties, superseding all prior oral or
written representations, agreements and understandings relating to the subject matter
of this Agreement. Any modifications of this Agreement must be in a writing signed by
both parties in order to be effective. Employee may not assign this Agreement or any
of his/her rights or obligations hereunder without Employer’s prior written consent.
This Agreement is subject to the terms, provisions and limitations of the Plan in all
respects.
	 
	 	15.	 	Employee has read and understands all of the terms of this Agreement and
Employee has been encouraged to consult with an attorney. Employee acknowledges that
he/she has been given a period of at least                      (___) days to
review this Agreement with an attorney and individuals of his/her own choice and
consider its effect, including Employee’s release of rights. Employee signs this
Agreement in exchange for the consideration to be given to him/her, which Employee
acknowledges is adequate and satisfactory. Neither Progressive nor its agents,
representatives or employees have made any representations to Employee concerning the
terms or effects of this Agreement other than those contained in this Agreement or the
Plan.




 









 












	 	 	IMPORTANT! BEFORE YOU SIGN THIS AGREEMENT YOU SHOULD CONSULT WITH AN ATTORNEY. ALSO,
AFTER YOU HAVE SIGNED THIS AGREEMENT YOU HAVE SEVEN (7) DAYS WITHIN WHICH TO REVOKE IT FOR
ANY REASON. YOU DO NOT NEED EMPLOYER’S CONSENT IN ORDER TO REVOKE THIS AGREEMENT, BUT YOU
MUST GIVE WRITTEN NOTICE OF YOUR REVOCATION TO EMPLOYER WITHIN THE SEVEN (7) DAY REVOCATION
PERIOD. THIS AGREEMENT WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF THE
SEVEN (7) DAY REVOCATION PERIOD.





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated above.



	 	 	 
	 
	 

Witness

	 	 Employee
	 
	 	 
	 

Witness

	 	 Employer
	 
	 	 
	 

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