Exhibit 10(a) to The Valspar Corporation Form 10-Q dated January 28, 2005







Exhibit 10(a) 




February 22, 2005 



Dear Rich: 



Congratulations on your upcoming retirement as Chief Executive Officer and
subsequent retirement as Chairman of the Board and member of the Board of Valspar. 



The following summarizes the terms and conditions of your Separation
Agreement and Release (“Agreement”). The purpose of this Agreement is to document what you will receive in exchange for
your acceptance of this Agreement. The Valspar Corporation has agreed to provide you with certain payments and benefits, which are
set forth below, to which you would not be otherwise entitled without signing this Agreement. 



	  	•  	  	Effective Dates  




	  	You are retiring as (1) an Officer of The Valspar Corporation and
its subsidiaries (“Valspar”), effective upon the commencement date of the new President/CEO (which we anticipate will be
the date of the Annual Shareholders Meeting, February 23, 2005)(the “Commencement Date”), (2) an employee of Valspar,
effective July 31, 2005, (3) Chairman of the Board of Directors, effective upon the earlier of the Board’s election of a new
Chair or July 31, 2005, and (4) a Valspar Director, effective on July 31, 2005 or earlier at your or the Board’s option.







	  	•  	  	Compensation and Other Payments  




	  	You will continue to be paid at the rate of your current base
salary until the Commencement Date. After, the Commencement Date, you will serve as Chairman of the Board, a Director, and an
employee until the respective effective dates set forth above. In these capacities, you will work with the new CEO, the Board,
employees, customers, and appropriate industry leaders and groups to facilitate an effective transition of the leadership of the
Company to the new CEO. 






	  	In compensation for these duties and in consideration for your
signing this agreement, Valspar will: 






	  	  	  	•  	  	Pay you a lump sum payment of $200,000, payable no later than
December 31, 2005; 




	  	  	  	•  	  	Immediately following the Commencement Date through July 31, 2005,
pay you a base salary at a rate of one-half your current base salary (at an annualized rate of $500,000), in equal installments at
regular payroll intervals; 





	  	  	  	•  	  	On or before July 31, 2005, advance you a lump sum severance
payment (the “Severance Payment”) equal to one-half your current base salary for the period from August 1, 2005 through
October 28, 2005; provided, however, that such Severance Payment is paid in anticipation of, and expressly conditioned upon, your
subsequent signing (within the required time period) and not revoking the attached Updated Release of Claims; and 





	  	  	  	•  	  	Fifty percent of the cash bonus the Company would otherwise pay
you under the Company’s Incentive Bonus Plan for the Company’s 2005 fiscal year (depending on corporate performance
measures, based on net income, net sales and modified cash flow), paid in a lump sum no later than December 31, 2005. 







	  	The payments described above shall be subject to appropriate
deductions and withholding. You shall not be entitled to other payments or benefits beyond those described in this Agreement,
except for (1) those vested benefits payable pursuant to The Valspar Corporation Supplemental Executive Retirement Plan for
Richard Rompala (Restated January 1, 2005) (the “SERP”), and (2) those vested benefits payable pursuant to The Valspar
Corporation Deferred Compensation Plan for Richard M. Rompala (Restated January 1, 2005) (the “Deferred Compensation
Plan”), provided, however, that you shall not earn or be eligible to receive any credit or contribution from Valspar to the
Deferred Compensation Plan (other than interest adjustments pursuant to Section 5.2) for Plan Year 2005 or Fiscal Year 2005 or any
parts thereof, or any subsequent Plan Year or Fiscal Year. 






















	  	•  	  	Unused Vacation  




	  	You will be paid for all unused vacation in your last regular
paycheck following your termination of employment. This vacation pay will be computed based on your annualized salary that was
effective on January 1, 2005. 






	  	•  	  	Stock Options  




	  	You are 100% vested in all options granted under the Stock Option
Plan. The option shares you have received are listed below. 






	  	Shares that were granted after 1998 include a provision that
provides an opportunity to extend the exercise period for up to an additional three years, not to exceed the original
expiration date. In consideration of your signing and not revoking this Agreement, the exercise period for such shares shall
be extended accordingly. 






	  	The option shares that you received on 10/18/2000 have a ten-year
term regardless of employment status and do not need to be exercised until 10/18/2010. 





	

	Grant Date 			No. Shares 			Exercise Price 			Original
Expiration Date 			Must be
Exercised by: 
	

	1/08/98	 	 	45,000	 	 	$31.25	 	 	1/8/08	 	 	1/8/08	 	 
	

	12/16/98	 	 	55,000	 	 	$35.00	 	 	12/16/08	 	 	7/31/08	 	 
	

	12/15/99	 	 	70,000	 	 	$40.25	 	 	12/15/09	 	 	7/31/08	 	 
	

	10/18/00	 	 	95,296	 	 	$23.64	 	 	10/18/10	 	 	10/18/10	 	 
	

	12/12/00	 	 	76,500	 	 	$29.92	 	 	12/12/10	 	 	7/31/08	 	 
	

	10/17/01	 	 	100,000	 	 	$33.60	 	 	10/17/11	 	 	7/31/08	 	 
	

	Total	 	 	441,796 	 	 
	







	  	•  	  	Key Employee Restricted Stock Grants  




	  	The following summarizes your restricted stock grants.






	

	Date	 	 	Certif. No.	 	 	No. Shares	 	 
	

	1/2/03	 	 	C151481	 	 	22,366*		 
	

	1/15/04	 	 	C152927	 	 	9,057*	 	 
	

	1/13/05	 	 	—	 	 	14,920*	 	 
	

	1/06	 	 	—	 	 	To be determined**	 	 
	








	  	*  You will be 100% vested in these restricted shares
effective upon your termination date and the value will be taxed as ordinary income as of that date. 






	  	**  The 1/06 grant will be 100% vested at the time of
the grant and the value will be taxed as ordinary income effective that date. 






	  	•  	  	Lost ERISA Benefits  




	  	Lost ERISA benefits will be calculated and paid to you prior to
December 31, 2005. 






	  	•  	  	Company Property  




	  	You must return all Valspar property (e.g., computer, cell phone,
etc.), and all Confidential Information in written or other tangible or electronic form, at such time as you cease providing
services to Valspar. 




















	  	•  	  	Executive Perquisites  




	  	You will continue to participate in the Executive Physical program
for calendar year 2005. You will continue to participate in the Executive Financial Planning program (tax preparation and
planning) through calendar year 2007. 






	  	•  	  	Benefits Continuation  




	  	Due to termination of your employment, medical, dental and life
insurance coverage terminates July 31, 2005. However, provided you elect COBRA continuation coverage, coverage will be continued
at the rates outlined below after you have signed this Agreement in the applicable time period and returned it to Valspar. To
continue your coverage, you must simply complete and return the election form you will receive in a separate mailing from FlexComp
(Valspar’s insurance continuation administrator). 






	  	As a Valspar Officer, you can elect to continue medical coverage
and pay a reduced rate at the same rate as other similarly-situated Valspar employees based on dependent coverage status
(approximately 30% of the full Plan cost — $166.40 per month for employee plus one coverage in 2005; rate to be adjusted
annually). To be eligible for this benefit and the other payments and benefits described in the Agreement, you must sign this
Agreement and abide by its terms, including but not limited to the non-competition provisions. You are eligible to continue this
medical coverage for your lifetime and for your current spouse’s lifetime according to the terms and conditions of the
Valspar retiree medical plan. Please note the insurance carrier may change if you move to another area of the country following
retirement. 






	  	Dental and life insurance can be continued at a cost to you equal
to 102% of the full cost of coverage. You will be eligible to continue these coverages for eighteen months (from August 2005
through January 2007). 






	  	You will receive additional COBRA election forms in a separate
letter. If Valspar changes its group insurance plan(s) in the future, your coverage will be under the new plan(s). Valspar
reserves the right to change or terminate its medical, dental and/or life insurance plans. 






	  	•  	  	Disability Benefits  




	  	Due to termination of your employment, disability coverage will
terminate on July 31, 2005. 






	  	•  	  	Qualified Plans  




	  	If you participate in any qualified plan(s), your rights and
obligations under such plan(s) will be governed by the applicable plan document(s). 






	  	•  	  	Restriction on Employment  




	  	In further consideration of the payments and benefits described in
this Agreement: 






	  	  	a)  	  	You agree that through December 31, 2008 (the “Restricted
Period”), you will not, directly or indirectly, render services (including but not limited to consulting or research) to any
person or business organization that is engaged in the design, development, assembly, manufacture, marketing or sale of a
Competitive Product. 




	  	  	b)  	  	You agree that during the Restricted Period you will not, directly
or indirectly, plan, organize or engage in any business involving the design, development, manufacture, marketing or sale of any
Competitive Product, conspire with others to do so, or interfere with Valspar’s relationships with any customer, vendor,
employee, or agent. 




	  	  	c)  	  	You agree that during the Restricted Period you will not, directly
or indirectly, solicit or employ any Valspar employee. 




	  	  	d)  	  	For purposes of this Agreement, the following definitions shall
apply: 




	  	  	  	•  	  	“Confidential Information” means information not
generally known, including trade secrets, about Valspar’s methods, processes, and products, including but not limited to,
information relating to such matters as research and development, manufacturing 


















	  	  	  	   	  	methods, processes, techniques, formulas, chemical composition of
materials, applications for particular technologies, materials or designs, vendor names, customer lists, management systems, and
sales and marketing plans. All information disclosed to or created by you, or to which you have or had access during your
employment, which you have a reasonable basis to believe is Confidential Information or which is treated by Valspar as
Confidential Information, shall be presumed to be Confidential Information. 




	  	  	  	•  	  	“Valspar Product” means any product, process or service
(including any component thereof or research to develop information useful in connection with a product or service) that, during
your employment or directorship with Valspar, was being designed, developed, assembled, manufactured, marketed or sold by Valspar,
or with respect to which Valspar had acquired Confidential Information which it intends to use in the design, development,
manufacture, assembly, marketing or sale of a product or service. 




	  	  	  	•  	  	“Competitive Product” means any product, process or
service (including any component thereof or research to develop information useful in connection with a product or service) that
is being designed, developed, assembled, manufactured, marketed or sold by anyone other than Valspar and which is of the same
general type, performs similar functions, competes with or is used for the same purposes as a Valspar Product. 






	  	•  	  	Confidential Information  




	  	You understand and acknowledge that as a Valspar employee you had
access to confidential information. As an example, in the course of your employment you worked with or had knowledge of
information concerning inventions, improvements, formulas, techniques, customer lists, marketing plans, price lists, trade
secrets, and processes developed, made, used or sold by Valspar, and other information relating to Valspar’s products or
operations. You understand that all of this information belongs exclusively to Valspar and you agree not to use or disclose this
information with any other person, firm or corporation, except with Valspar’s written consent. 






	  	•  	  	Rescission/Revocation/Consideration Period  




	  	By signing this Agreement, you acknowledge and agree that Valspar
informed you that (1) you have the right to consult with an attorney of your choice prior to signing this Agreement, and (2) you
are entitled to twenty-one (21) calendar days from the receipt of this Agreement to consider whether the terms are acceptable to
you. Valspar encourages you to use the full 21-day period to consider this Agreement but you have the right, if you choose, to
sign this Agreement prior to the expiration of the twenty-one (21) day period. Changes to this Agreement, whether material or
immaterial, will not restart this 21-day consideration period. 






	  	You may revoke (i.e., rescind) (1) your release of claims under
the Age Discrimination in Employment Act of 1967 within seven calendar (7) days after signing this Agreement and/or (2) your
release of claims under the Minnesota Human Rights Act within fifteen (15) calendar days of your signing this Agreement. The two
rescission periods shall run concurrently. If you revoke one or both releases, Valspar shall have no further obligation under this
Agreement and you shall immediately repay Valspar for all benefits and payments provided or made hereunder. 






	  	To revoke one or both releases, you must notify Valspar in writing
and hand deliver or mail the notice to Ronda Bayer within the applicable 7- or 15-day rescission period. If you send the notice of
revocation by mail, it must be: 1) postmarked within the required period; 2) properly addressed to The Valspar Corporation,
Attention: Ronda Bayer, 1101 Third Street South, Minneapolis, Minnesota 55415; and 3) sent by certified mail, return receipt
requested. 






	  	The payments and benefits described in this Agreement will not
commence until you have returned the signed Agreement and the revocation periods have expired. 






	  	•  	  	Release of Claims  




	  	Because of the additional consideration described above, you
hereby unconditionally release, agree not to sue, and discharge The Valspar Corporation, and all of its affiliates, predecessors,
successors, parents, subsidiaries, employees, officers, directors, agents, insurers, representatives, counsel, 



















	  	shareholders, and all other persons, entities and corporations
affiliated or related with any of them (referred to individually and collectively in this Release of Claims section as “the
Released Parties”) from all liability for damages or claims or demands, whether known or unknown, of any kind, including but
not limited to all claims for costs, expenses and attorney’s fees arising out of any acts, decisions, or omissions occurring
prior to your execution of this Agreement, including, but not limited to, your termination from employment with the Released
Parties. You will not make a claim in any court based upon any act of, or failure to act by, the Released Parties during the time
you worked for the Released Parties. Some examples of the released claims are: 






	  	  	  	a)  	  	Discrimination or violation of civil rights (including but not
limited to any claims arising under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964,
the Americans with Disabilities Act, the Minnesota Human Rights Act, and any applicable state anti-discrimination or human rights
statutes), arising under local, state or federal laws, or any other claim for retaliation, discrimination, or harassment based on
sex, race, color, religion, age, national origin or ancestry, disability, or other protected class status. 






	  	  	  	b)  	  	Employment termination based on breach of contract, infliction of
emotional distress, lack of good faith, violation of public policy, invasion of privacy, defamation or other tortious conduct, or
any other state or federal statute or common law claims. 






	  	  	  	c)  	  	Any claims you may have for wages, bonuses, commissions,
penalties, deferred compensation, stock, stock options, vacation pay, separation payments and/or benefits, negligence, emotional
distress, improper discharge (based on contract, common law, or statute, including any federal, state or local statute or
ordinance prohibiting discrimination or retaliation in employment), any claims arising under the Worker Adjustment and Retraining
Notification Act, and any state or local plant closing and/or mass layoff statute or ordinance, or claims arising under any other
federal or state constitutions or statute, including but not limited to the Employee Retirement Income Security Act of 1974, the
Sarbanes-Oxley Act, and the Family and Medical Leave Act 






	  	  	  	d)  	  	Any assertion that the Released Parties cannot cease the
employment relationship. 






	  	You understand and agree that the above list contains examples
only and does not contain all claims that you are releasing. By signing this Agreement, you are releasing all claims against the
Released Parties. You also represent that you have not filed any claims against the Released Parties and, to the full extent
permitted by law, will not do so at any time after signing this Agreement. 






	  	You further agree that, to the full extent permitted by law, you
will not institute any claim for damages, by charge, complaint, or otherwise, nor otherwise authorize any other party,
governmental or otherwise, to institute any claim including via administrative or legal proceedings against the Released Parties.
If you previously filed, file, or have filed on your behalf, a charge, complaint, or action, you agree that the payments and
benefits described in this Agreement are in complete satisfaction of any and all claims in connection with such charge, complaint,
or action and you waive the right to money damages or other legal or equitable relief from such charge, complaint, or action.







	  	You agree that, following termination of both your directorship
and employment with Valspar, but no later than 30 days following the date of whichever of such terminations occurs latest, you
shall sign and return to Valspar the attached Updated Release of Claims, which is based on Release of Claims contained in this
Agreement and covers any and all claims or liabilities which may have arisen from any matter, fact, or thing occurred after the
date you signed this Agreement. 






	  	•  	  	Cooperation  




	  	At Valspar’s request, you will cooperate with Valspar in any
pending or future claims or lawsuits involving Valspar where you have knowledge of the underlying facts. In addition, you will not
voluntarily aid, assist, or cooperate with any claimants or plaintiffs or their attorneys or agents in any 


















	  	claims or lawsuits commenced in the future against Valspar;
provided, however, that nothing in this Agreement will be construed to prevent you from testifying truthfully and completely at an
administrative hearing, a deposition, or in court in response to a lawful subpoena or as otherwise required by law, in any
litigation or proceeding involving Valspar. 






	  	•  	  	Breach of Agreement  




	  	You agree that, in the event that you breach any provision of this
Agreement, Valspar will have no further obligations under this Agreement, and that Valspar is entitled to repayment of all monies
paid or benefits conferred hereunder. 






	  	If you breach any provision of this Agreement as determined by a
court of law, you will pay for all costs incurred by Valspar, or by the directors, officers or employees of Valspar, including
reasonable attorneys’ fees, incurred to collect repayment of all monies paid or benefits conferred, to seek injunctive
relief, or to defend against your released claims. 






	  	•  	  	Miscellaneous  






	  	a.     Other Payments or Benefits.   You
agree that you are not eligible for any other payments or benefits except for those expressly described in this Agreement,
provided that you sign and return this Agreement within the specified time period, and do not revoke this Agreement or any part.
In case of your death, the payments and benefits described in this Agreement shall automatically terminate except for payments
and/or benefits due under the retiree medical plan, qualified plans, and/or the SERP. 






	  	b.     References.   Should
anyone contact Valspar for references on you, Valspar will only verify employment dates, job title, and rate of compensation.







	  	c.     Non-Disparagement.   You
agree not to make disparaging or defamatory remarks about Valspar. 






	  	d.     Confidentiality
of Agreement.   You agree not to disclose to anyone, except your spouse, attorney, tax advisor, or as may be
required by law, the terms of this Agreement or any circumstances which are confidential to the termination of your employment,
nor shall you provide copies of this Agreement to anybody. 






	  	e.     Non-Admission.   It
is expressly understood that this Agreement does not constitute, nor shall it be construed as an admission by Valspar or you of
any liability or unlawful conduct whatsoever. Valspar and you specifically deny any liability or unlawful conduct. 






	  	f.     Successors and
Assigns.   This Agreement is personal to you and may not be assigned by you without the written Agreement of
Valspar. The rights and obligations of this Agreement shall inure to the successors and assigns of Valspar. 






	  	g.     Enforceability.   If
a court finds any term of this Agreement to be invalid, unenforceable, or void, the parties agree that the court shall modify such
term to make it enforceable to the maximum extent possible. If the term cannot be modified, the parties agree that the term shall
be severed and all other terms of this Agreement shall remain in effect. 






	  	h.     Governing
Law/Venue.   This Agreement shall be governed and construed in accordance with the laws of the State of
Minnesota. The parties agree that any action relating to this Agreement shall be instituted and prosecuted in Hennepin County,
Minnesota, in either state court (Hennepin County District Court) or federal court (United States District Court for the District
of Minnesota). You and Valspar hereby consent to submit to the personal jurisdiction of such courts and agree not to bring any
action relating to this Agreement or your employment and/or termination in any court other than Hennepin County District Court or
United States District Court for the District of Minnesota. 


















	  	i.     Entire
Agreement.   This Agreement (which includes the Updated Release of Claims) contains the sole offer and full
agreement between you and Valspar relating to your employment with Valspar and the termination of such employment and may not be
modified, altered, or changed in any way except by written agreement signed by both parties. The parties agree that this Agreement
supersedes and terminates any and all other written and oral agreements and understandings between the parties, including, but not
limited to any such agreements and/or understandings concerning termination and/or separation/severance payments and/or benefits
you may have been eligible for or entitled to from Valspar (including but not limited to the Change of Control Agreement dated May
3, 2000). 






	  	j.     Acknowledgment of Reading and
Understanding.   By signing this Agreement, you acknowledge that you have read this Agreement, including the
Release of Claims section, and understand that the release of claims is a full and final release of all
claims you may have against The Valspar Corporation and the other entities and individuals covered by the release.
By signing, you also acknowledge and agree that you have entered into this Agreement knowingly and voluntarily. 






If you have any questions, please call me. 



Sincerely, 



THE VALSPAR CORPORATION 




	By	 	 	/s/   Thomas R. McBurney	 	 
	 	

	 	 	 	Thomas R. McBurney	 	 
	 	 	 	Its Member, Board of Directors	 	 




























I have read the above Separation Agreement and Release, and after
consultation with my attorney, understand and agree to its contents. I am signing this Agreement knowingly, voluntarily and
without reliance upon any statements made by Valspar employees or attorneys. 



	 
	/s/   Richard M. Rompala	 	 	2/23/05 	 	 
	
	 	 	
	 	 
	Signature	 	 	Date	 	 
	 
	Richard M. Rompala	 	 
	
	 	 	 	 	 
	Print Name	 	 
	 
	/s/   Nina E. Guertin-Marklund 	 	 	2/23/05 	 	 
	
	 	 	
	 	 
	Witness Signature (Notary or Valspar employee)	 	 	Date	 	 
	 
	Nina E. Guertin-Marklund 	 	 
	
	 	 	 	 	 
	Print Name	 	 








Return the signed original copy to:
Gary Gardner, The Valspar Corporation, P.O. Box 1461, Minneapolis, MN, 55440.  


























Updated Release of Claims 



        This Updated Release of
Claims is entered into by and between Richard M. Rompala (“you”) and The Valspar Corporation. By your signature below,
you agree to the following terms and conditions: 



        1.     Termination.   You
agree and acknowledge that your employment, officership, and directorship with The Valspar Corporation and its subsidiaries
(“Valspar”) have terminated. You agree that you are not eligible for any other payments or benefits except for those
expressly described in the Separation Agreement and Release previously signed by you and Valspar (“Separation
Agreement”). 



        2.     Severance Payment.   As
described in the Separation Agreement, Valspar has previously advanced to you, and you hereby acknowledge that you previously
received, the Severance Payment, and that such Severance Payment was paid to you in anticipation of, and expressly conditioned
upon, your signing (after termination of both your directorship and employment with Valspar, but no later than 30 days following
the date of whichever of such terminations occurs latest) and not revoking this Updated Release of Claims. 



        3.     Release of Claims.   Because
of the Severance Payment and the other consideration provided to you under the Separation Agreement, you hereby unconditionally
release, agree not to sue, and discharge The Valspar Corporation, and all of its affiliates, predecessors, successors, parents,
subsidiaries, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, and all other persons,
entities and corporations affiliated or related with any of them (referred to individually and collectively in this Release of
Claims section as “the Released Parties”) from all liability for damages or claims or demands, whether known or unknown,
of any kind, including but not limited to all claims for costs, expenses and attorney’s fees arising out of any acts,
decisions, or omissions occurring prior to your execution of this Updated Release of Claims, including, but not limited to, your
termination from employment with the Released Parties. You will not make a claim in any court based upon any act of, or failure to
act by, the Released Parties during the time you worked for the Released Parties. Some examples of the released claims are:




	  	a)       Discrimination or
violation of civil rights (including but not limited to any claims arising under the Age Discrimination in Employment Act of 1967,
Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Minnesota Human Rights Act, and any applicable
state anti-discrimination or human rights statutes), arising under local, state or federal laws, or any other claim for
retaliation, discrimination, or harassment based on sex, race, color, religion, age, national origin or ancestry, disability, or
other protected class status. 






	  	b)       Employment termination
based on breach of contract, infliction of emotional distress, lack of good faith, violation of public policy, invasion of
privacy, defamation or other tortious conduct, or any other state or federal statute or common law claims. 






	  	c)       Any claims you may
have for wages, bonuses, commissions, penalties, deferred compensation, stock, stock options, vacation pay, separation payments
and/or benefits, negligence, emotional distress, improper discharge (based on contract, common law, or statute, including any
federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), any claims arising under
the Worker Adjustment and Retraining Notification Act, and any state or local plant closing and/or mass layoff statute or
ordinance, or claims arising under any other federal or state constitutions or statute, including but not limited to the Employee
Retirement Income Security Act of 1974, the Sarbanes-Oxley Act, and the Family and Medical Leave Act 






	  	d)       Any assertion that the
Released Parties cannot cease the employment relationship. 






You understand and agree that the above list contains examples only and does
not contain all claims that you are releasing. By signing this Updated Release of Claims, you are releasing all claims against the
Released Parties. You also represent that you have not filed any claims against the Released Parties and, to the full extent
permitted by law, will not do so at any time after signing this agreement. 















You further agree that, to the full extent permitted by law, you will not
institute any claim for damages, by charge, complaint, or otherwise, nor otherwise authorize any other party, governmental or
otherwise, to institute any claim including via administrative or legal proceedings against the Released Parties. If you
previously filed, file, or have filed on your behalf, a charge, complaint, or action, you agree that the Severance Payment and the
payments and benefits described in the Separation Agreement are in complete satisfaction of any and all claims in connection with
such charge, complaint, or action and you waive the right to money damages or other legal or equitable relief from such charge,
complaint, or action. 



        4.     Rescission/Revocation/Consideration
Period.   By signing this Updated Release of Claims, you acknowledge and agree that Valspar informed you that
(1) you have the right to consult with an attorney of your choice prior to signing this agreement, and (2) you are entitled to
twenty-one (21) calendar days from the receipt of this agreement to consider whether the terms are acceptable to you. Valspar
encourages you to use the full 21-day period to consider this agreement but you have the right, if you choose, to sign this
agreement prior to the expiration of the twenty-one (21) day period. 



You may revoke (i.e., rescind) (1) your updated release of claims under the
Age Discrimination in Employment Act of 1967 within seven calendar (7) days after signing this Updated Release of Claims and/or
(2) your updated release of claims under the Minnesota Human Rights Act within fifteen (15) calendar days of your signing this
Updated Release of Claims. The two rescission periods shall run concurrently. If you revoke one or both updated releases, Valspar
shall have no further obligation under this Updated Release of Claims and you agree that you shall immediately repay Valspar for
the full amount of the Severance Payment plus those benefits and payments provided or made pursuant to the Separation Agreement.




To revoke one or both of the updated releases, you must notify Valspar in
writing and hand deliver or mail the notice to Ronda Bayer within the applicable 7- or 15-day rescission period. If you send the
notice of revocation by mail, it must be: 1) postmarked within the required period; 2) properly addressed to The Valspar
Corporation, Attention: Ronda Bayer, 1101 Third Street South, Minneapolis, Minnesota 55415; and 3) sent by certified mail, return
receipt requested. 



        5.     Incorporation.   This
Updated Release of Claims hereby incorporates by reference the terms of the Separation Agreement previously signed by the parties.
This Updated Release of Claims (including the Separation Agreement incorporated herein by reference) contains the sole offer and
full agreement between you and Valspar relating to your employment with Valspar and the termination of such employment and may not
be modified, altered, or changed in any way except by written agreement signed by both parties. The parties agree that this
Updated Release of Claims supersedes and terminates any and all other written and oral agreements and understandings between the
parties, including, but not limited to any such agreements and/or understandings concerning termination and/or
separation/severance payments and/or benefits you may have been eligible for or entitled to from Valspar (including but not
limited to the Change of Control Agreement dated May 3, 2000), except this Updated Release of Claims supplements and does not
supersede the Separation Agreement. 



        6.     Acknowledgment
of Reading and Understanding.   By signing this Agreement, you acknowledge that you have read this Updated
Release of Claims and understand that the release of claims is a full and final release of all claims you may have against The
Valspar Corporation and the other entities and individuals covered by the release. By signing, you also acknowledge and agree that
you have entered into this Updated Release of Claims knowingly and voluntarily. 



[Signatures on next page] 




















I have read the above Updated Release of Claims, and after consultation with
my attorney, understand and agree to its contents. I am signing this Agreement knowingly, voluntarily and without reliance upon
any statements made by Valspar employees or attorneys. 



	 
	 
	
	 	 	
	 	 
	Signature	 	 	Date	 	 
	 
	 
	
	 	 	 	 	 
	Print Name	 	 
	 
	 
	
	 	 	
	 	 
	Witness Signature (Notary or Valspar employee)	 	 	Date	 	 
	 
	 
	
	 	 	 	 	 
	Print Name	 	 






Return the signed original copy to:   Gary Gardner, The Valspar
Corporation, P.O. Box 1461, Minneapolis, MN, 55440.