Exhibit 10.58(b)


 


SEPARATION
AGREEMENT, TRANSITION AGREEMENT AND


GENERAL
RELEASE


 


This Separation Agreement
and General Release (hereinafter “Agreement’) is by and between Allied Van
Lines, Inc., North American Van Lines, Inc., SIRVA, Inc., its
subsidiaries and their subsidiaries (hereinafter the “Company”) and Joan Ryan
(hereinafter “Employee”).  The effective
date of this Agreement shall be the first date on which all parties have
executed it and the seven day revocation period has expired (“Effective Date”).


 


WITNESSETH:


 


WHEREAS, Employee wishes to
resign her employment with the Company;


 


WHEREAS, Employee and the
Company wish to effectuate a final resolution of all matters relating to
Employee’s employment and the termination thereof.


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein, Employee
and the Company agree as follows:


 


1.                                       Resignation as Senior Vice
President and Chief Financial Officer of SIRVA, Inc. 
Employee hereby agrees to resign her position as Senior Vice President
and Chief Financial Officer of SIRVA, Inc. and all other titles and
committee positions as of the Effective Date. 
On and after such resignation through June 30, 2006, Employee shall
have the job title “Financial Consultant,” and Employee’s employment shall
terminate effective June 30, 2006.


 


2.                                       Salary Continuation, Bonus
Eligibility, Severance and PTO.  The Company shall continue to pay Employee at
her current regular base salary (less applicable payroll withholding taxes)
through the Effective Date.  During the
period beginning on the day after the Effective Date through June 30, 2006
(the “Salary Continuation Period”), the Company shall pay Employee $375,000 in
bi-weekly installments (less applicable payroll withholding taxes). Employee
agrees that she will execute the General Release attached hereto as
Exhibit A at the end of her Salary Continuation Period and acknowledges
that her continued employment through June 30, 2006, and the other
promises contained herein, are adequate consideration for that General
Release.  As soon as practical after the
Effective Date, Employee will be paid her earned but unused PTO days at her
current regular base salary and any reimbursements for expenses per Company
policy.  Pursuant to the terms and
conditions of the Management Incentive Plan maintained by the Company
applicable to the year 2005, Employee acknowledges and agrees that she shall
not be eligible for any payment thereunder and that the consideration set forth
in this Agreement is in lieu of any payments she may otherwise be entitled to
thereunder.  Employee further
acknowledges that the salary continuation benefits and severance benefits
provided under this Agreement are in lieu of any severance benefits to which
she otherwise may be or become entitled.


 


3.                                       SIRVA Group Benefits Plan.  In
further consideration of her execution of this Agreement the Company will:  (i) through the Effective Date, continue
all of Employee’s benefits previously elected under the SIRVA Group Benefits
Plan; and (ii) during the Salary Continuation Period, continue Employee’s
benefits previously elected under the SIRVA Group Benefits Plan, excluding
Employee’s car allowance and paid time off. 
Employee’s COBRA


 





















 


benefits continuation period
shall begin immediately after the end of the Salary Continuation Period.


 


4.                                       Option Awards.  All
options on Company stock awarded to Employee shall be governed by the current
terms of the applicable plans and award agreements, including the
SIRVA, Inc. Stock Incentive Plan and the SIRVA, Inc. Omnibus Stock
Incentive Plan, as appropriate.  Employee
acknowledges that she will not receive any additional stock option or other
equity-based awards during the Salary Continuation Period; provided that all
previously awarded options shall continue to vest according to the current
vesting schedule during the Salary Continuation Period.  Section 5.10 of the SIRVA, Inc.
Omnibus Stock Incentive Plan shall remain applicable.  Notwithstanding any other provision of those
plans and award agreements (and documents relating thereto), or of this
Agreement, all of Employee’s stock options that have or would have vested on or
before June 30, 2006 shall vest immediately upon termination of Employee’s
employment without Cause, as defined below, prior to June 30, 2006. 


 


5.                                       No Authority. 
Employee acknowledges that effective as of the Effective Date:
(i) she shall have no authority to bind the Company to any contracts or
commitments and she will not create any obligation for the Company or bind or
attempt to bind the Company in any manner whatsoever, (ii) she shall have
no supervisory or managerial responsibility or authority, and (iii) she
shall be involved in the activities of the Company only as may be requested by
a member of the Board of Directors, Brian Kelley or his designee as outlined
below in Paragraph 7.


 


6.                                       Duty to Cooperate. 
Employee agrees to cooperate fully, subject to reimbursement by the
Company of reasonable out-of-pocket costs and expenses with the Company and its
counsel with respect to any matter (including any litigation, investigation,
independent review or governmental proceeding), which relates to matters with
which Employee was involved during the term of her employment with the
Company.  Such cooperation shall include
appearing from time to time at the offices of the Company or the Company’s
counsel, auditors or other agents or consultants of the Company for conferences
and interviews and in general providing the officers of the Company and its
counsel, auditors or other agents or consultants of the Company with the full
benefit of Employee’s knowledge with respect to any such matter.  Employee agrees to render such cooperation in
a timely fashion and at such times as may be mutually agreeable to the parties.   If and to the extent that such time exceeds
20 hours after the Salary Continuation Period ends, Employee shall be
compensated for such time at the rate of $190.00 per hour.


 


7.                                       Responsibilities during
Salary Continuation Period, Death.  Employee will remain employed
during the Salary Continuation Period to provide such assistance and
information in matters of high-level special projects and financial oversight,
and transition, as Brian Kelley or his designee may reasonably request.  Employee agrees to be available to take on
such projects as needed by the Company. 
Employee will provide such assistance and information and perform such
projects in a cooperative and prompt manner and use her reasonable best efforts to assist in these endeavors,
but her total hours worked for Company during the Salary Continuation Period shall not exceed 500 in the
aggregate.  The expectation is that more
assistance will be requested during an initial transition period than times
thereafter.  Employee acknowledges that she will remain
subject to all Company policies during the Salary


 


2





















 


Continuation Period and, in
particular, those governing the conduct of employees.  The Company reserves the right to terminate
Employee’s employment for Cause (as defined below) prior to June 30, 2006,
in which case the Company’s obligation to provide any further salary
continuation or severance pay and benefits shall cease.  In accordance with the procedures hereinafter
set forth, discharge for Cause shall be communicated by a Notice of Termination
to Employee.  For purposes of this
Agreement, a “Notice of Termination” means a written notice which
(i) indicates the specific termination provision in this Agreement relied
upon, (ii) sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Employee’s employment under the
provision so indicated and (iii) specifies the termination date, which may
be as early as the date of the giving of such notice.  No purported termination of Employee’s
employment for Cause shall be effective without a Notice of Termination.   “Cause”
shall mean (i) the continued failure of the Employee substantially to
perform the duties of his or her employment for the Company or any Subsidiary
(other than any such failure due to the Employee’s physical or mental illness)
after a demand for substantial performance has been delivered in writing to the
Employee by the executive to whom the Employee reports or by the Board, which
demand identifies the manner in which such executive or the Board, as the case
may be, believes that the Employee has not substantially performed such duties,
(ii) the Employee has engaged in or is engaging in serious misconduct that
has caused or is reasonably expected to result in material injury to the
Company or any of its Subsidiaries or Affiliates, or (iii) the Employee’s
conviction of, or entering a plea of guilty or nolo contendere to, a crime that
constitutes a felony. Section 5.10 of the SIRVA, Inc. Omnibus Stock
Incentive Plan shall remain applicable. 
Additionally, Employee acknowledges that if she is terminated for Cause
all unvested and unexercised vested options shall be immediately forfeited and
canceled as of the date of such termination. 


 


8.                                       Return of the Company’s
Property.  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 Employee and which
concern or are related to the Company’s business, are the property of the
Company and will be promptly returned to the Company by the Effective Date;
provided, however, Employee may retain and use such materials as needed solely
to fulfill her responsibilities as described in paragraph 7 above, with such
retained materials to be returned to the Company no later than June 30,
2006.


 


9.                                       Nondisclosure. 
Employee shall not disclose or cause to be disclosed the terms of this
Agreement or the negotiations leading to it to any person (other than
Employee’s spouse and tax and legal advisors), without the written consent of
the Company.  Notwithstanding the
foregoing, Employee may disclose the terms of this Agreement if the Company
discloses the terms or contents of this Agreement (and if the Company discloses
the terms or contents of this Agreement, it shall provide Employee with prior
written notice); and Employee may disclose the terms of this Agreement pursuant
to the order of a court or governmental agency of competent jurisdiction or as
otherwise required by law, or for purposes of securing enforcement of the terms
and conditions of this Agreement.


 


10.                                 No Adverse Comments. 
Except pursuant to Paragraph 6, Employee shall at no time make, issue,
release or authorize any written or oral statements, derogatory or defamatory
in nature, about the Company or its current or former directors, officers or
employees.  No member of the
Company’s Board or Senior Management Team (defined as the Chief Executive
Officer


 


3





















 


(“CEO”), his or her direct reports, and the Human
Resources staff) shall at any time make,
issue, release or authorize any written or oral statements, derogatory or
defamatory in nature, about the Employee. 
Employee and the Company agree that any press releases, internal
communications and other announcements issued regarding Employee’s change in
position with the Company and/or Employee’s separation from the Company shall
be in the form attached to this Agreement as Exhibit B, or otherwise as is
mutually agreeable. The Company agrees that any securities filings shall be
consistent with the statements contained in Exhibit B.  Employee agrees to direct all inquiries by
potential future employers to either the Company’s Senior Vice President, Human
Resources or the CEO, who, if contacted, will only (a) provide Employee’s
dates of employment, salary and job title; and (b) state that Employee and
the Company parted amicably and on terms mutually acceptable to Employee and
the Company.  If the Company is asked for
additional information, the response shall be that the Company policy prohibits
the provision of additional information orally, and that a letter has been
provided to Employee.  The Company
further will provide Employee a signed reference letter on or about the Effective
Date on Company letterhead and signed by the current CEO, in the form attached
to this Agreement as Exhibit C. 
Notwithstanding any other provision of this Agreement, no party is
prohibited from testifying truthfully under oath pursuant to any lawful court
order or subpoena or otherwise responding to or providing disclosures required
by law or as requested by any government agency.


 


11.                                 Release, Discharge, Waiver
and Covenant Not to Sue.  For and in consideration of the mutual
covenants provided in this Agreement, Employee on behalf of herself and her
heirs, executors, administrators, and assigns:


 


(a)                                  does hereby fully release and discharge the
Company and its current or former officers, directors, employees, attorneys,
agents, subsidiaries, affiliates, related organizations, successors and assigns
from, and


 


(b)                                 does hereby fully waive any obligations of
the Company, such persons or entities for


 


any or all sums of money,
accounts, actions, causes of action, claims and demands based upon or arising
by reason of any damage, loss, injury or entitlement regardless of source or
nature, whether known or unknown or contingent or absolute, which heretofore
has been or which hereafter may be suffered or sustained, directly or
indirectly, by Employee or her heirs, executors, administrators, or assigns in
consequence of, arising out of, or in any way related to Employee’s employment,
or termination of employment, with the Company or any of its affiliates,
including her resignation as Senior Vice President and Chief Financial Officer
of SIRVA, Inc. and her agreement to resign from employment with the
Company on June 30, 2006.  The
foregoing release and discharge and waiver includes, but is not limited to, all
claims and any obligations or causes of action arising from such claims, under
common law including wrongful or retaliatory discharge, breach of contract and
any action arising in tort including libel, slander, defamation or intentional
infliction of emotional distress, and claims under any federal, state or local
statute including Title VII of the Civil Rights Act of 1964, the Civil Rights
Acts of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations
Act, the Age Discrimination in Employment Act (the “ADEA”), the Employee
Retirement Income Security Act, the Americans with Disabilities Act of 1990,
the Rehabilitation Act of 1973, the Illinois Human Rights Act, or


 


4





















 


the laws of any state,
municipality or other political entity, and/or any claims under any express or
implied contract which Employee, her successors or assigns or representatives
may claim existed with the Company.  This
release, discharge and waiver expressly includes all claims, and any
obligations or causes of action arising from such claims, that could have been
raised in state or federal court or with a state, federal or municipal agency
or entity.  This release, discharge and
waiver applies to any matters arising from events, acts or omissions occurring
on or prior to the date Employee signs this Agreement.


 


Excluded from this release
are any claims which cannot be waived by law, including but not limited to the
right to file a charge with or participate in an investigation conducted by
certain government agencies, the right to enforce the terms of this Agreement,
future claims and claims for vested benefits under the Company’s pension and
401(k) plans.  Employee does, however,
waive Employee’s right to any monetary recovery should any agency (such as the
Equal Employment Opportunity Commission) pursue any claims on Employee’s
behalf.  Employee represents and warrants
that Employee has not filed any complaint, charge, or lawsuit against the
Company with any government agency or any court.


 


In addition, Employee agrees
never to sue the Company in any forum for any claim covered by the above waiver
and release language, except that Employee may bring a claim under the ADEA to
challenge this Agreement.  If Employee
violates this Agreement by suing the Company, other than under the ADEA,
Employee shall be liable to the Company for its reasonable attorneys’ fees and
other litigation costs incurred in defending against such a suit.


 


The
Company hereby releases and forever discharges Employee from all debts,
obligations, promises, covenants, agreements, contracts, endorsements, bonds,
controversies, suits, actions, causes of action, judgments, damages, expenses,
claims or demands, in law or in equity, which it ever had, now has, regarding
any matter arising on or before the date of the execution of this Agreement, except
that this release does not prohibit shareholders from bringing direct or
derivative claims against Employee, or Company actions based on facts that are
not currently known by the Company’s Board or Senior Management Team and
involve fraud, theft or  breach of
fiduciary duty by Employee or pursuant to the Federal Securities Laws
including, but not limited to, The Sarbanes-Oxley Act.  The Company represents and agrees that it has
not filed any lawsuits against Employee or filed or caused to be filed any
charges or complaints against Employee with any municipal, state or federal
agency.


 


12.                                 Indemnification.  The
Company agrees that it shall indemnify, defend and hold harmless Employee, to
the full extent allowed by the Company’s By-Laws
as in effect as of December 31, 2004 (including advancement of attorneys’
fees, costs, and other expenses), for Employee’s actions taken on behalf of the
Company and/or in executing Employee’s duties in the course of her employment
and other positions held with the Company. 
The Company further agrees to maintain Directors and Officers insurance
at a reasonable and customary level, including Employee as an insured party for
claims relating to actions taken during Employee’s employment with the Company
as Senior Vice President and Chief Financial Officer.


 


13.                                 Exclusive Payments.  The
payments outlined in this Agreement to be made to Employee will be considered
as fulfilling all compensation obligations to Employee of the Company,
including but not limited to salary, vacation, benefits, bonuses and any other


 


5





















 


payments or benefits from
the Company, except that nothing in this Agreement shall be construed to waive
any rights to vested pension or 401(k) benefits.


 


14.                                 Severability.  The
terms and provisions of this Agreement shall be deemed separable, so that if
any term or provision is deemed to be invalid or unenforceable, such term or
provision shall be deemed deleted or modified so as to be valid and enforceable
to the full extent permitted by applicable law.


 


15.                                 Entire Agreement.  The
terms of this Agreement constitute the entire agreement between Employee and
the Company, and supersede any prior agreement executed between Employee and
the Company including, but not limited to the Agreement dated December 6,
2002, and any prior agreement executed between Employee and Company to the
extent the prior agreement is inconsistent with this Agreement.  Notwithstanding the foregoing, the provisions
of the SIRVA Confidentiality, Proprietary Rights and Non-Solicitation
Agreement, executed by Employee on February 16, 2003, shall remain in full
force and effect, except that Section 4.1 of that agreement (at-will
employment) is modified by this Agreement. Additionally, Section 2 of that
agreement is modified to prohibit Employee, during the twelve (12) month period
after the Salary Continuation Period, from working for on behalf of any Agent
of Allied Van Lines, North American Van Lines or Global Van Lines or on behalf
of any Association, Organization or groups of Agents representing Allied Van
Lines, North American Van Lines or Global Van Lines including, but not limited
to, Allied Agents Association and North American Agents Association. The
Company represents and warrants that the undersigned has full authority to bind
the Company to all provisions of this Agreement.


 


16.                               Governing Law, Forum and
Enforcement.  This Agreement shall be construed,
interpreted and enforced in accordance with the internal laws of the State of
Illinois.  The parties agree that the
state and federal courts located in the State of Illinois shall have exclusive
jurisdiction in any action, suit or proceeding based on or arising out of this
Agreement, and submit to the personal jurisdiction of such courts, consent to
the service of process in connection with any action, suit or proceeding,
against Employee, and waive any objections to jurisdiction, venue or service of
process.  The parties further agree that
in any such action, suit or proceeding, the prevailing parts shall be awarded
her  or its attorneys’ fees and costs.


 


17.                                 Successors and Assigns.  This
Agreement shall inure to the benefit of and may be enforced by the parties to
this Agreement and shall be binding upon Employee, Employee’s executors, administrators,
legatees, or any other successor in interest and upon the Company, its
successors and any assignee or transferee of or successor to all or
substantially all of the business or assets of the Company, and may not be
amended, in whole or in part, except in writing signed by a duly authorized
officer of the Company and Employee.


 


18.                                 Compliance with Laws. 
Employee has represented and hereby affirms that Employee has disclosed
to Company all information in Employee’s possession or within Employee’s
knowledge concerning any conduct involving Company, or any of its affiliates,
employees, officers, directors or agents that Employee has any reason to
believe involves any false claims to the United States or is or may violate
Company policy or any law.


 


6





















 


19.                                 Knowing and Voluntary. 
Employee acknowledges and recites that:


 


(a)                                  Employee enters into this Agreement knowingly
and voluntarily;


 


(b)                                 Employee has read and understands this
Agreement in its entirety;


 


(c)                                  Employee has been advised and directed orally
and in writing (and this Paragraph c constitutes such written direction) to
seek legal counsel and any other advice she wishes with respect to the terms of
this Agreement before executing it and Employee acknowledges that she has had
the advice of counsel in considering its terms;


 


(d)                                 Employee’s execution of this Agreement has
not been forced by any employee or agent of the Company, and Employee has had
an opportunity to negotiate about the Agreement’s terms;


 


(e)                                  Employee has been offered 21 calendar days
after receipt of this Agreement to consider its terms before executing it;


 


(f)                                    That the payments and benefits listed in
paragraphs 1, 2, 3 and 4 constitute additional consideration to which Employee is
entitled by virtue of this Agreement only.


 


20.                                 Revocation. 
Employee shall have seven days from the date of her signature below  to revoke this Agreement by providing written
notice of the revocation to the Company’s Senior Vice President, Human Resources,
Todd Schorr, in which event this Agreement shall be unenforceable and null and
void.


 


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


 


	
  Joan Ryan

  	
  SIRVA, Inc.

  
	
   

  	
   

  
	
        /s/ Joan Ryan

  	
   

  	
  By:

  	
  /s/ John Dupuy

  	
   

  
	
  Dated:

  	
       January 21, 2005

  	
   

  	
  Its:

  	
   Senior Vice President, Specialized

  	
   

  
	
   

  	
  Transportation and Corporate Development

  	
   

  
	
   

  	
  Dated:

  	
       January 21, 2005

  	
   

  
									



 


7