Exhibit 10.1


 


 [NOTICE:  This Document Contains A Waiver Of Any Claims
You Might Have Under The Age Discrimination In Employment Act. You are Advised
to Consult With an Attorney Before Signing This Document]


 


GENERAL RELEASE & SEPARATION AGREEMENT


 


THIS GENERAL RELEASE & SEPARATION AGREEMENT is made and entered
into by and between SIRVA, Inc., its subsidiaries and their subsidiaries
including, but not limited to, Allied Van Lines, Inc. and North American Van
Lines, Inc. (hereafter collectively referred to as “Company”) and Ralph A. Ford
(“Associate”).


 


Recitals


 


A.            Associate’s
employment with Company is terminating, and Associate wishes to receive certain
compensation and benefit enhancements as described in this Agreement.


 


B.            Associate’s employment
relationship with Company is covered by the Age Discrimination in Employment
Act of 1967, as amended.


 


C.            As a condition to
receipt of the compensation and benefit enhancements to which Associate is not
otherwise entitled, the Company requires the Associate to execute a General
Release & Separation Agreement satisfactory to Company.


 


NOW, THEREFORE, in consideration of the matters set forth in the
Recitals, the parties agree as follows:


 


Terms and Conditions


 


1.             Separation. Associate
hereby submits, and the Company hereby accepts, Associate’s resignation from
his employment with Company, and his status as an officer, effective February
28, 2006  
(“Termination Date”). Associate shall continue to receive his
current pay and benefits through that date.


 


2.             Severance
Pay and Benefits. In consideration of the execution and non-revocation of
this Agreement, the Company shall pay Associate severance pay at his current
base rate of pay including car allowance, beginning on the first regular pay
period following the Termination Date and the expiration of this Agreement’s
seven-day revocation period, and continuing for twelve (12) months. (the “Severance
Period”).


 


Associate’s health benefits previously elected under
the Company’s Benefits Plus program, including AYCO Financial Counseling and an
annual Executive Physical, but excluding short and long term disability
benefits and life insurance benefits, shall continue during the Severance
Period. Additionally, on the first regular pay-period following the expiration
of this Agreement’s seven-day revocation period, Company shall pay Associate a


 

















 


one-time lump-sum payment
of Forty-Eight Thousand Dollars ($48,000) less applicable taxes and withholding
in lieu of payment or reimbursement for any health insurance premiums to be paid
by Associate after the expiration of the Severance Period.


 


For informational purposes only, Associate is entitled
to any amounts due for unused Earned Paid Time Off (“PTO”).


 


If Associate had established direct deposit for his
payment of wages, then the severance payments will be directly deposited into
the same account and financial institution where Associate’s previous payment
of wages had been directly deposited by Company, unless Associate provides
otherwise below:


 


Name of Institution:                                                          


 


Account Number:                                                              


 


[NOTE TO ASSOCIATE: only complete the above information if you wish to change
the account to where you want your severance payments directly deposited from
where you currently have your payment of wages directly deposited.]


 


The Company shall pay to Associate, as additional
consideration, the net amount of One Hundred Fifty-Four Thousand Seven Hundred
Twenty-Two Dollars and 00/100s ($154,722.00). This payment shall be made within
thirty (30) days following Associate’s execution of this Agreement and the
expiration of the revocation period, provided the Associate has not revoked
this Agreement during the revocation period.


 


3.             Associate
acknowledges and agrees that the consideration set forth in Paragraph 2 of this
Agreement is the only severance and benefit enhancement Associate shall receive
by electing to execute this Agreement. Associate further acknowledges and
agrees that upon payment of the amounts expressly provided for in this
Agreement and payment of the amount, if any, determined by the Compensation
Committee to be payable to Associate under the Company’s 2005 Management
Incentive Plan, Associate shall have received full payment for all services
rendered on behalf of the Company, including any amounts Associate would be
otherwise entitled to receive from Company under any other compensation or
incentive programs; provided, however, that nothing in this Agreement shall be
construed as a waiver of Associate’s rights to exercise vested stock options,
to any vested benefits under the Company’s 401(k) plan and the SIRVA Executive
Retirement & Savings Plan, to continue group health insurance coverage
pursuant to COBRA, or to convert group life insurance coverage to an individual
policy pursuant to the terms of the applicable group policy. Company will
provide Associate at Company’s expense, beginning on or about June 1, 2006,
twelve (12) months of Company paid outplacement services at Kensington
International. Company also acknowledges and agrees to provide Associate with
written notice when he is permitted to exercise any vested stock options
pursuant to the terms of the governing Stock Option Plans.


 


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4.             In
consideration of the benefits received, and to be received by Associate
hereunder, Associate hereby IRREVOCABLY, VOLUNTARILY,
UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES
Company, and each of Company’s owners, stockholders, predecessors, successors,
assigns, agents, directors, officers, employees, representatives, attorneys,
divisions, subsidiaries, affiliates (and agents, directors, officers,
employees, representatives and attorneys of such divisions, subsidiaries and
affiliates), and all persons acting by, through, under or in concert with any
of them (collectively “Releasees”), or any of them, from any and all charges,
complaints, claims, damages, actions, causes of action, suits, rights, demands,
grievances, costs, losses, debts, and expenses (including attorneys’ fees and
costs incurred), of any nature whatsoever, arising out of the termination of
Associate’s employment with Company, known or unknown, which Associate now has,
owns, or holds, or claims to have, own, or hold, or which Associate at any time
heretofore had, owned, or held, or claimed to have, own, or hold from the
beginning of time to the date of this Agreement, provided, however, that
nothing herein shall release Company from its indemnity obligations to
Associate in accordance with the Company’s Articles of Incorporation and
By-Laws.


 


5.             By way
of specification and not by way of limitation, Associate specifically waives,
releases and agrees to forego any rights or claims that Associate may now have,
or may have heretofore had, against each or any of the Releasees, under tort,
contract or other law of the State of Illinois or other state (including, but
by no means limited to, claims arising out of or alleging wrongful discharge,
breach of contract, breach of implied covenant of good faith and fair dealing,
misrepresentation, interference with contractual or business relations,
personal injury, slander, libel, emotional distress, mental suffering or damage
to professional reputation), under the Age
Discrimination in Employment Act of 1967 (ADEA), under the Worker Adjustment
& Retraining Notification Act, under the Employee Retirement Income
Security Act of 1974, under Title VII of the Civil Rights Act of 1964, under
the Equal Pay Act, under 42 U.S.C. Section 1981, under 42 U.S.C. Section 1983,
under 42 U.S.C. Section 1985, under the Vocational Rehabilitation Act of 1977,
under the Illinois Human Rights Act or any other applicable state or local
anti-discrimination law, under the Americans with Disabilities Act, under the
Family Medical Leave Act, or under any other laws, ordinances,
executive orders, rules, regulations or administrative or judicial case law
arising under the statutory or common laws of the United States, any state, or
any political subdivision of any state. Associate also voluntarily waives any
claims or rights Associate may otherwise have against Releasees for severance,
travel and expense reimbursement, or for other payments or compensation, such
as under Company’s Management and/or Performance Incentive Plans, PTO Policy,
Car Allowance Program and/or Severance Plan, except as otherwise set forth
herein. The parties intend that the claims released be construed as broadly as
possible. This is not a waiver of any claims that may arise after the date this
Agreement is executed.


 


6.             It is understood by
Associate that this Agreement is confidential, and its terms and conditions are
not to be released to anyone, except where otherwise required by law, required
for legitimate law enforcement or compliance purposes or where released to
Associate’s immediate family, legal counsel, and tax advisor, and, with respect
to the release of such information to any of them, Associate will inform them
of this confidentiality provision.


 


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7.             Associate represents
and warrants that Associate has not filed any complaints or claims against
Company or Releasees with any local, state or federal court or agency, and
that, except as otherwise provided by law, Associate will not do so at any time
hereafter for claims which arose prior to the date Associate signs this
Agreement, and that if any such court or agency assumes jurisdiction on any
complaint or claim against Company or Releasees which arose prior to the
execution of this Agreement, Associate shall immediately request such court or
agency to dismiss the matter and take all such additional steps at Associate’s
sole cost and expense necessary to facilitate such dismissal with prejudice. Nothing
in this Agreement shall be construed to prohibit Associate from filing a charge
or complaint, including a challenge to the validity of this Agreement, with the
Equal Employment Opportunity Commission or participating in any investigation
or proceeding conducted by the Equal Employment Opportunity Commission.


 


8.             By and in
consideration of the benefits to be provided by the Company hereunder,
including particularly the benefits described in Paragraph 2 hereof, Associate
covenants and agrees that:


 


A.                                   Confidentiality.
Without the prior written consent of the Company, or except to the extent
required by an order of a court having competent jurisdiction or under subpoena
from an appropriate government agency, Associate shall not disclose any trade
secrets, customer lists, designs, information regarding product development,
marketing plans, sales plans, projected acquisitions or dispositions of
properties or management agreements, management organization information
(including data and other information relating to members of the Board and
management), operating policies or manuals, business plans, purchasing
agreements, financial records, or other financial, commercial, business or
technical information relating to the Company or any of its subsidiaries or
information designated as confidential or proprietary that the Company or any
of its subsidiaries may receive belonging to suppliers, customers or others who
do business with the Company or any of its subsidiaries (collectively, “Confidential
Information”) to any third person unless such Confidential Information has been
previously disclosed to the public by the Company or is in the public domain
other than by reason of Associate’s breach of this subparagraph.


 


B.                                     Non-Solicitation
of Employees and Agents. Except if Associate is directly approached by
another Associate of the Company, for the twelve (12) month period commencing
from the effective date of this Agreement (the “Non-Solicitation Period”),
Associate shall not directly or indirectly solicit, encourage or induce any
person who provides services to the Company or any of its subsidiaries, whether
as an employee, consultant, independent contractor or agent, or any entity
which provides services to the Company or any of its subsidiaries under an
agency relationship (including, without limitation, under a relationship
governed by an Agency Contract) to terminate his, her or its relationship with
or services for the Company or any such subsidiary and shall not directly or


 


4

















 


indirectly, either individually or as owner, agent, employee,
consultant or otherwise, employ or offer employment to any person who is or was
employed by the Company or a subsidiary thereof unless such person, agent or
entity shall have ceased to provide services to the Company and its
subsidiaries or to have had a legal relationship with the Company and each of
its subsidiaries for a period of at least six (6) months. Notwithstanding the
foregoing, Associate further covenants and agrees he shall not solicit during
the Non-Solicitation Period any business, in competition with Company, from any
person or entity who has entered into an agency relationship (including,
without limitation, a relationship governed by an Agency Contract) with either
Allied Van Lines, Inc., North American Van Lines, Inc., and/or Global Van
Lines, Inc. This subparagraph B specifically excludes responses to any general
advertisements or solicitations for employment made to the general public.


 


C.                                     Remedies with
Respect to Covenants. Associate understands and agrees that if he breaches
or threatens to breach the covenants and obligations contained in Paragraphs 6,
7 or 8 of this Agreement, Company shall be entitled to the following remedies:


 


i.                                          Associate
acknowledges and agrees that the covenants and obligations of Associate with
respect to Paragraphs 6, 7, and 8 of this Agreement relate to special, unique
and extraordinary matters and that a violation of any of the terms of such
covenants and obligations will cause the Company irreparable injury for which
adequate remedies are not available at law. Therefore, Associate understands
and agrees that if he breaches or threatens to breach the covenants and
obligations of Paragraphs 6, 7, or 8 of this Agreement, in any respect, Company
shall be entitled to seek an injunction, restraining order or other equitable
relief (without the requirement to post bond) to restrain such breach or
threatened breach or otherwise specifically enforce the covenants and
obligations set forth therein.


 


ii.                                       Associate and
Company acknowledge and agree that the damages resulting from Associate’s
breach of the covenants and obligations contained in Paragraphs 6, 7, and 8 of
this Agreement, would be uncertain and difficult to ascertain. Associate agrees
to indemnify and hold each and all of the Releasees harmless from and against
any and all loss, cost, damage, or expense, including, but not limited to,
attorneys’ fees, incurred by Releasees, or any of them, provided the Releasees
are the prevailing party in any such legal action, as a result of Associate’s
breach of the covenants and obligations contained in Paragraphs 6, 7, or 8 of
this Agreement, or by the fact that any representations made by Associate in
this Agreement were false when made; or


 


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iii.                                    Associate shall
forfeit any remaining severance benefits in the event of his breach of this
Agreement.


 


9.             Associate agrees that
Associate has had sufficient opportunity to review and consider this Agreement
and to discuss it with anyone Associate desires and that Associate has
carefully read it and fully understands all its provisions. Associate further
represents and agrees that Associate has not been under any duress, coercion,
or undue influence from Company or any of its representatives either during the
communications which led to this Agreement or at the time of the execution of
this Agreement.


 


10.           This Agreement sets
forth the entire agreement between the parties and fully supersedes any and all
prior agreements or understandings, written or oral, between the parties
pertaining to the subject matter of this Agreement. Additionally, Associate
represents and acknowledges that in executing this Agreement Associate does not
rely on, and has not relied on, any representation or statement made by Company
or any of its directors, officers, Associates, agents or representatives, or
their attorneys with regard to the subject matter, basis or effect of this
Agreement or otherwise, other than those specifically stated in this written
Agreement.


 


11.           This Agreement shall be
binding upon Associate and upon Associate’s heirs, administrators,
representatives, executors, and successors and shall inure to the benefit of
the Releasees and to their heirs, administrators, representatives, executors
and successors.


 


12.           Should Associate file any claim against
Company or any Releasee or should Associate sue Company, any Releasee or any of
their directors, officers, associates, agents or representatives, or their
attorneys in any administrative or judicial forum, local, state or federal, in
contravention of the terms of this Agreement, Associate shall immediately
forfeit the right to any further consideration provided or paid to Associate
under the terms of this Agreement and shall be obligated to reimburse Company
all costs and expenses, including reasonable attorneys’ fees, incurred by
Company in bringing about dismissal of the claim or complaint, unless Associate
promptly dismisses with prejudice such claim or complaint at no cost or expense
to the Company.


 


13.           This
Agreement is made under and shall be governed by the laws of the States of
Illinois.


 


14.           Associate has
represented and hereby reaffirms that Associate has disclosed to Company any
information in Associate’s possession or within Associate’s knowledge
concerning any conduct involving Company, or any of its affiliates, employees,
associates, officers, directors, or agents that Associate has any reason to
believe involves any false claims to the United States or is or may be unlawful
or violates Company policy in any respect. Within seven (7) days of the
execution of this Agreement, Associate also agrees to return all notes, reports
sketches, plans, books, keys, credit cards, unpublished memoranda or other
documents or property which were created, developed, generated or held or
controlled by Associate and which concern or are related to the Company’s
business and are the property of the Company.


 


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Associate may retain the use of
his Company issued laptop and cell phone during the Severance Period.


 


15.           Associate agrees to provide the Company with his full cooperation, as
requested by the Company from time to time, subject to reimbursement by the
Company of reasonable out-of pocket costs and expenses in accordance with the
Company’s travel and expense reimbursement policies (and including advancement
of attorneys’ fees, costs and other expenses as provided by the Company’s By–Laws
in effect as of December 31, 2005) regarding any matter including any
litigation, claims, governmental proceeding, investigation or independent
review, which relates to matters with which Associate was involved or which
Associate had knowledge during the term of his employment with the Company;
provided, however, that such cooperation shall not materially or unreasonably
interfere with Associate’s future employment or business affairs. In any
proceeding involving Associate, Company will provide Associate with any
documents or information reasonably requested by Associate to enable him to
provide such cooperation or to otherwise participate in such proceeding. Company
shall compensate Associate at the rate of $200.00 per hour for any consulting
or litigation support in excess of ten (10) hours after the Termination Date.
The Company agrees that it shall indemnify, defend and hold harmless Associate,
to the full extent allowed by the Company’s By-Laws as in effect as of February
28, 2006 (including advancement of attorneys’ fees, costs and other expenses),
for Associate’s actions taken on behalf of the Company and/or executing
Associate’s duties in the course of his employment and other positions held
with the Company.


 


16.          Knowing
and Voluntary. Associate acknowledges that Company: (i) provided Associate this
Agreement on January 23, 2006; (ii)
advised Associate to consult an attorney prior to signing this Agreement; (iii)
informed Associate that Associate could have twenty-one (21) days to consider
this Agreement; and (iv) advised Associate that this Agreement shall not be
effective or enforceable against Associate or Company if Associate revokes it
by giving written notice to Company not later than seven (7) days after the
date of signing this Agreement. Associate and Company agree that any change to
this Agreement, whether material or not, will not change or re-start the
twenty-one (21) day period described above. Associate further states and
acknowledges that Associate has been provided 21 days by the Company to review
this Agreement, and that, to the extent Associate signs the Agreement prior to
the expiration of such 21 day period, Associate has done so knowingly and
voluntarily in accordance with 29 C.F.R. § 1625.22(e)(6), and that in making
such an election to sign the Agreement prior to the expiration of said 21 day
period of time, Associate has not been induced by any fraud or
misrepresentation by Company or by any threat by Company to withdraw or alter
the terms of the Agreement prior to the expiration of said 21 day period of
time.


 


17.           Except
pursuant to Paragraph 15, Associate
agrees that at no time hereafter will he make, issue release, or authorize any
written or oral statements, derogatory or defamatory in nature about the
Company, its directors, officers, employees, agents or related entities. No
member of the Company’s Board or Senior Management Team (defined as the Chief
Executive Officer, and his or her direct reports) shall at any time make,
issue, release or authorize any written or oral statements, derogatory or
defamatory in nature, about the Associate.


 


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18.           It
is the parties understanding that none of the payments under this Agreement
will result in Associate being subject to the payment of interest and/or taxes
under Internal Revenue Code Section 409A. In the event the parties subsequently
determine, whether in connection with the issuance of final regulations under
Code Section 409A or otherwise, that one or more of the payments under this
Agreement will result in Associate being subject to the payment of interest
and/or taxes under Internal Revenue Code Section 409A, the parties shall use
their best efforts to amend this Agreement in order to avoid the imposition of
any such interest or additional tax, provided that the Company shall have no
obligation to agree to any amendment that would materially increase its
obligations hereunder.


 


IN WITNESS WHEREOF, the parties do hereby KNOWINGLY and VOLUNTARILY enter
into this General Release & Separation Agreement on the date last signed by
both parties.


 


	
  Ralph
  A. Ford

  	
  Company

  
	
   

  	
   

  
	
  /s/
  Ralph A. Ford

  	
   

  	
  By:

  	
    /s/
  Todd W. Schorr

  	
   

  
	
  Associate’s
  Signature

  	
   

  
	
  Print
  Name:

  	
  Ralph
  A. Ford

  	
   

  	
  Its:

  	
  SVP
  - HR

  	
   

  
	
  Date:

  	
  May
  15, 2006

  	
   

  	
  Date:

  	
  May
  22, 2006

  	
   

  
										



 


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