ex10-2.htm


    EXHIBIT
10.2

    


    


    SEPARATION AGREEMENT AND
FULL AND FINAL RELEASE

    


    This
agreement is made, by and between Sekar Sundararajan (“You” or “Executive”) and
Hooker Furniture Corporation (“Employer”) (each a “Party” and collectively, the
“Parties”) (the “Agreement”).

    


    Reasons for
Agreement

    


    
      	
              1.  

            	
              Executive’s
      employment has been terminated without cause by Employer effective
      November 30, 2009, thereby discontinuing any employer/employee
      relationship between the Employer and
Executive.

            


    

    


    
      	
              2.  

            	
              This
      Agreement is designed to provide Executive with additional benefits above
      and beyond the benefits he is already entitled to receive prior to and
      upon his termination in exchange for the consideration from Executive, as
      specified below.

            


    

    


    Terms of the
Agreement

    


    
      	
              1.  

            	
              Termination
      Date.  Your termination date will be November 30, 2009
      (“Termination Date”).  For purpose of the Consolidated Omnibus
      Budget Reconciliation Act (“COBRA”), 29 U.S.C. § 1161 et seq., your
      Termination Date shall serve as the “qualifying event” for the purpose of
      any rights you might have under
COBRA.

            


    

    


    
      	
              2.  

            	
              Special Severance
      Benefits.  Employer agrees to provide you with the
      following benefits following your termination of
    employment:

            


    

    


    
      	
              a.  

            	
              Employer
      will continue to pay you your normal salary, as of your Termination Date,
      less required and authorized withholdings and deductions, for a period of
      two months ($ 41,666.66).  The salary continuation payments will
      be made to you no later than January 15, 2010.  The salary
      continuation payments described in this sub-paragraph are compensation to
      which you would not otherwise be entitled except under the terms of this
      Agreement with Employer.

            


    

    


    
      	
              b.  

            	
              In
      addition to the two-month salary continuation payments described above,
      Employer will waive the service vesting requirements under your Deferred
      Bonus Agreement though January 31, 2010, thereby entitling you to receive
      a payment of $50,000 on January 31, 2010 and a payment of $33,334 on
      January 30, 2011.  The $33,334 payment on January 30, 2011 shall
      be expressly conditioned on your compliance with the requirements of
      Paragraph 8 of this Agreement.  Failure to comply with the
      requirements of that paragraph will cause you to forfeit your right to
      that payment.

            


    

     
 

    
      	
              c.  

            	
              You
      are entitled (in accordance with the provisions of the plan) to your
      interest in the Company’s 401(k) Plan; please contact Fidelity Investments
      at 800-835-5097 for instructions on distribution or rollover
      options.

            


    

    


    
      	
              3.  

            	
              Employee’s
      Release.  In consideration for the Special Severance
      Benefits set forth above in Paragraph 2, and other consideration set forth
      in this Agreement, you agree, on behalf of yourself, heirs, descendants,
      executors, administrators, assigns and successors, to waive, release,
      covenant not to sue, and forever discharge Employer, its parents,
      subsidiaries, affiliates, owners, trustees, officers, directors,
      attorneys, agents, employees, shareholders, and each of them individually
      or collectively (“Released Parties”), from any and all claims, known or
      unknown, liquidated or unliquidated, that you may have relating to or
      arising out of your employment with Employer and termination thereof as of
      the effective date of this Agreement (the
  “Release”).

            


    

    


    This
Release includes, but is not limited to, any claims of wrongful discharge,
breach of express or implied contract, claims for wages, commissions or
expenses, fraud, misrepresentation, defamation, slander and libel, liability in
tort, claims of any kind that may be brought in any court or administrative
agency, any claims under Title VII of the Civil Rights Acts of 1964 and 1991, as
amended, the Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Family Medical Leave Act, the Equal Pay Act, the Employee
Retirement Income Security Act of 1974, the Consolidated Omnibus Budget
Reconciliation Act of 1985, Sections 1981 and 1983 of Title 42 of the United
States Code, the National Labor Relations Act, as amended, the Immigration
Reform and Control Act, as amended, the Workers Adjustment and Retraining
Notification Act, as amended, the Occupational Safety and Health Act, as
amended, or any other federal, state or local law relating to your employment,
employee benefits or the termination of your employment.

    


    Except to
the extent such agreement is prohibited by applicable law or regulation,
Executive agrees that if he attempts to avoid or set aside the terms of the
Agreement or if any Released Party successfully asserts the Agreement as a
defense or bar to any suit or claim asserted by Executive, Executive shall be
liable for reimbursing the Released Party for its reasonable costs and
attorneys’ fees in defending against such claims or asserting such
defense.  Should any third party bring any action or claim against a
Released Party on Executive’s behalf, Executive acknowledges and agrees that the
Agreement provides him with full relief and he will not accept any additional
relief.  If the release of any one claim described herein is found
invalid, Executive acknowledges and agrees that such invalidity has no affect on
the validity of any other release of claim.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              4.  

            	
              Special Release
      Notification.  Paragraph 3 includes a release of all
      claims under the Age Discrimination in Employment Act (“ADEA”) and,
      therefore, pursuant to the requirements of the ADEA, you acknowledge and
      understand the following: (a) you have been advised that this release
      includes, but is not limited to, all claims under the ADEA arising up to
      and including the date of execution of this release; (b) that you have
      been advised to consult with an attorney and/or other advisor of your
      choosing concerning your rights and obligations under this release; (c)
      that you have been advised to consider fully this release before executing
      it; (d) that you have been offered ample time and opportunity, in excess
      of twenty-one days, to do so; and (e) that this release shall become
      effective and enforceable seven days following your execution of this
      Agreement (the “Effective Date”), during which seven day period you may
      revoke your acceptance of this Agreement by delivering written notice to
      Anne Jacobsen, Vice President of Human Resources, at Hooker Furniture
      Corporation, P.O. Box 4708, Martinsville, Virginia
  24115.

            


    

    


    
      	
              5.  

            	
              No Other
      Payments.  Executive understands and agrees that Employer
      and the other Released Parties shall neither make nor cause to be made any
      other payments him, his beneficiaries or dependents, or otherwise on his
      behalf, except as specifically referenced herein.  Executive
      represents and warrants that he has not assigned to any person any of the
      claims released herein.

            


    

    


    
      	
              6.  

            	
              Taxes.  To
      the extent any taxes may be due on the payments provided in this Agreement
      beyond any withheld (including, without limitation, any taxes due under
      Code Section 409A), Executive agrees to pay such taxes and to indemnify
      and hold Employer and its agents and affiliates harmless for any tax
      payments owed, interest, penalties, levies or assessments resulting from
      the payments provided hereunder or from any failure by you to pay such
      taxes, interest, penalties, levies or
  assessments.

            


    

    


    
      	
              7.  

            	
              Company
      Property.  Executive acknowledges that you have returned
      or will return on or before the Termination Date to Employer all property
      of the Employer.  For purposes of this paragraph, “property of
      the Employer” includes, but is not limited to, keys, corporate credit
      cards, equipment, books, supplies, computer programs, originals and copies
      of all corporate documents, including financial records and information,
      and any other materials, whether prepared by you or by others, but
      excludes anything owned by you
individually.

            


    

    


    
      	
              8.  

            	
              Non-Disparagement.  The
      Parties agree that they will not in any way disparage, make statements or
      take action that could discredit each other or in any way damage their
      respective reputations or ability to do business.  Executive
      understands and agrees that Employer is unable to guarantee compliance
      with this provision by all employees of Employer, but Employer will take
      reasonable steps to ensure that all upper management of Hooker Furniture
      Corporation and its subsidiaries have been informed of and will comply
      with this non-disparagement provision.  A violation of this
      provision constitutes a material breach of the terms of this Agreement and
      voids any compensation or benefits provided under the terms of this
      Agreement.

            


    

    


    Additionally,
you agree not to interfere with Employer’s property or employees in any
manner.  A breach of the terms of this paragraph also would constitute
a material breach of this Agreement, and would void any compensation or benefits
provided under the terms of this Agreement.

    


    
      	
              9.  

            	
              No
      admission.  You understand and agree that Employer has
      admitted no liability or obligation to provide any of the consideration
      contemplated herein.

            


    

    


    
      	
              10.  

            	
              Severability and
      Consequences of Invalid Terms.  Should any portion or
      provision of this Agreement be found void or unenforceable for any reason
      by a Court of competent jurisdiction, the Court should enforce all
      portions and provisions of this Agreement to the maximum extent which
      would have been enforceable in the original Agreement.  If such
      portion or provision cannot be so modified to be enforceable, the
      unenforceable portion shall be deemed severed from the remaining portions
      and provisions of this Agreement, which shall otherwise remain in full
      force and effect.  If any portion or provision of this Agreement
      is so found to be void or unenforceable for any reason in regard of any
      one or more persons, entities, or subject matters, such portion or
      provision shall remain in full force and effect with respect to all other
      persons, entities, and subject
matters.

            


    

    


    
      	
              11.  

            	
              Complete
      Agreement.  This Agreement represents the complete
      agreement between Executive and Employer regarding Executive’s employment
      and separation of employment and supersedes any prior existent agreements,
      whether oral or written.  Notwithstanding the foregoing, this
      Agreement is not intended to void any common law duties including, but not
      limited to, duties or obligations to maintain confidentiality or refrain
      from adverse use of any of Employer’s trade secrets or other confidential
      information that you may have acquired in the course of your
      employment.

            


    

    


    
      	
              12.  

            	
              Governing Law and
      Interpretation.  This Agreement shall in all respects be
      interpreted, enforced, and governed by the laws of the Commonwealth of
      Virginia.  The language of this Agreement shall be construed as
      a whole, according to its fair meaning, and shall not be construed
      strictly for or against either of the
parties.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              13.  

            	
              Understanding and
      Authority.  The Parties understand and agree that all
      terms of this Agreement are contractual and are not a mere recital, and
      represent and warrant that they are competent to covenant and agree as
      herein provided.  You understand, agree and represent that the
      covenants made herein and the releases herein executed may affect rights
      and liabilities of substantial extent and agrees that the covenants and
      releases provided herein are in your best interest.  You
      represent and warrant that in negotiating and executing this Agreement,
      you have had an opportunity to consult with competent legal counsel of
      your choosing concerning the meaning and effect of each term and provision
      hereof, and that there are no representations, promises, or agreements
      between Employer and you other than those referenced or expressly set
      forth in writing herein.  The Parties have carefully read this
      Agreement in its entirety, fully understand and agree to its terms and
      provisions, and intend and agree that it be final and
    binding.

            


    

    


    
      	
              14.  

            	
              Counterparts;
      Headings.  This Agreement may be executed in a number of
      identical counterparts, each of which shall be deemed an original for all
      purposes.  The paragraph headings in this Agreement are for
      reference and convenience only, and shall not modify or effect its
      substantive terms.

            


    

    


    
 

    


    


    DELIVERED
TO EXECUTIVE ON OCTOBER 28, 2009.

    


    


    EXECUTIVE

    


    


    


    /s/ Sekar
Sundararajan­­                                                                                                           Date:
11-09-09

    Sekar
Sundararajan

    


    


    HOOKER
FURNITURE COPORATION

    


    


    


    By:  /s/ E. Larry
Ryder                                                                                                           Date:  11-10-09

    


    Title:  Executive
V.P.