Exhibit 10.2


	
 

	
 


	
 

	
February 25,
 2009


	
 

	
 


	
 

	
Mr. Paul C.
 Reyelts


	
 

	
1819 James
 Avenue S.


	
 

	
Minneapolis,
 MN 55403


	
 

	
 


	
 

	
Dear Paul: 


	
 

	
 


	
 

	
The following Employment Transition Agreement and Release
 (“Agreement”) summarizes the terms and conditions we have discussed in
 regards to your retirement transition. The Valspar Corporation (“Valspar”)
 has agreed to provide you with certain payments and/or benefits, which are
 set forth below, some of which you would not be otherwise entitled to without
 signing this Agreement and the Updated Release of Claims. 


	
 

	
 


	
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Effective Dates


	
 

	
 


	
 

	
You will resign as an employee of The Valspar Corporation and its
 subsidiaries (“Valspar”), effective May 31, 2009 (the “Effective Date”).


	
 

	
 


	
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Compensation and Other Payments


	
 

	
 


	
 

	
Provided you sign this Agreement and the Updated Release of Claims in
 the applicable time periods, return them to Valspar, and act in accordance
 with the terms outlined in this agreement, you will receive ongoing
 separation payments continuing at a rate equal to your base salary prior to
 the Effective Date, through December 31, 2010. 


	
 

	
 


	
 

	
You agree to remain available to the Company as reasonably requested
 by the Chairman & Chief Executive Officer, on an as-needed basis to
 assist with business such as mergers and acquisitions, strategy and business
 development, and disposition of the current corporate headquarters facility
 through December 31, 2010. Under this Agreement, your accountability will be
 to the Chairman & Chief Executive Officer.


	
 

	
 


	
 

	
In addition
 to the payments above the following apply:


	
 

	
 


	
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Stock Options


	
 

	
 


	
 

	
You will not be eligible for any new stock option grants, however, at
 the Effective Date, you will be 100% vested in all stock options previously
 granted to you. Shares granted before October 2007 include a provision that
 extends the exercise period for up to three additional years, not to exceed
 the original expiration date. Stock options granted to Officers in October
 2007 and after include provisions allowing them to be exercised for the
 balance of the original expiration term. 


	
 

	
 


	
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Restricted Stock


	
 

	
 


	
 

	
You will not be eligible for any new restricted stock awards,
 however, you will be 100% vested in any unvested restricted stock that you
 hold as of the Effective Date and will be taxed on the value of these shares
 on that date. 














	
 

	
 


	
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Long Term Incentive Plan


	
 

	
 


	
 

	
You were a participant in the Officer Long Term Incentive Plan
 (“LTIP”). This program was discontinued after 2007, however a payout
 opportunity remains for the 2007-2009 Plan. Your participation, payout
 opportunity, and timing of payout will not be affected by your retirement
 prior to the Plan payout date (January 2010).


	
 

	
 


	
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Lost ERISA Benefits


	
 

	
 


	
 

	
You participate as an active employee through the Effective Date.
 Eligible earnings for service prior to the Effective date are eligible for
 401k matches and profit sharing contributions under the Company’s Savings
 & Retirement Program. In the event that eligible earnings for service
 prior the Effective Date exceed ERISA income limits, you will be eligible for
 a lost ERISA payment that would occur in January 2010.


	
 

	
 


	
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Executive Perquisites


	
 

	
 


	
 

	
Your monthly car allowance and company-paid membership at the
 Minneapolis Club will end at the Effective Date. Participation in the
 Executive Physical Program will extend through calendar year 2009. You will
 also be eligible for Company payment of eligible expenses related to
 financial planning and tax preparation services through calendar 2009,
 including filing of 2009 income tax returns in 2010. 


	
 

	
 


	
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Benefits Continuation 


	
 

	
 


	
 

	
Medical, dental and life insurance coverage under the Company’s
 active employee programs will terminate on the Effective Date. However, you
 will be eligible to continue medical coverage for your lifetime and for your
 current spouse’s lifetime according to the terms and conditions of the
 Valspar Officer Retiree Medical Plan. Vince Opat can provide additional
 details regarding this Plan. 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 following the Effective Date.


	
 

	
 


	
 

	
You will receive additional COBRA election forms following your
 termination date. If Valspar changes its group insurance plan(s) in the future,
 your coverage will be under the terms of the new plan(s). 


	
 

	
 


	
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Unused Vacation


	
 

	
 


	
 

	
You will accrue vacation up until the Effective Date, and then be
 eligible for payment for any accrued but unused days. Please report the
 number of unused days remaining to me prior to the Effective Date. 


	
 

	
 


	
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Disability Benefits


	
 

	
 


	
 

	
Disability
 coverage will terminate on the Effective Date.


	
 

	
 


	
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Qualified Plans


	
 

	
 


	
 

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


	
 

	
 


	
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Death


	
 

	
 


	
 

	
In the event of your death prior to the December 31, 2010, your
 spouse will be paid a single lump sum equal to the sum of ongoing separation
 payments to which you would have otherwise been entitled between the date of
 your death and December 31, 2010.


	
 

	
 


	
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Company Property


	
 

	
 


	
 

	
Recognizing that you will be in a consultative role through December
 31, 2010, Valspar will provide continuation of your company email and
 cellular service through that date. Following that date, you may elect to
 convert your cellular service to a private account.














	
 

	
 


	
 

	
Following December 31, 2010, you agree to return all Valspar property
 (e.g., computer) and all confidential information in written or other
 tangible or electronic form, if any, that may be in your possession at that
 time.


	
 

	
 


	
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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 share this information with any other
 person, or entity, except with Valspar’s written consent. 


	
 

	
 


	
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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 or 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 period 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) your release of claims under the Age
 Discrimination in Employment Act of 1967 for any reason within seven (7)
 calendar days after signing this Agreement. If you revoke such release,
 Valspar shall have no further obligation under this Agreement and you shall
 immediately repay Valspar for all benefits and payments made hereunder as if
 you had terminated effective on the last day on which you were actively
 working for Valspar on a full-time basis. 


	
 

	
 


	
 

	
To revoke such release, you must notify Valspar in writing and hand
 deliver (within the 7-day period) or mail the notice to Ronda Bayer. If you
 send the notice of revocation by mail, it must be: 1) postmarked within the
 7-day 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.


	
 

	
 


	
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Release of Claims


	
 

	
 


	
 

	
Because of the additional consideration described above, you hereby
 unconditionally release and discharge Valspar, and all its affiliates,
 predecessors, successors, 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 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 change in status from
 full-time to part-time 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, 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 tortuous conduct, or any other local, 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, 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 or the Updated Release of Claims.


	
 

	
 


	
 

	
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 for damages 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 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 awarded by any governmental
 agency or other entity related to any such claim.


	
 

	
 


	
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Change In Control Agreement


	
 

	
 


	
 

	
Your Change in Control Agreement with Valspar shall remain in effect
 through the Effective Date. In the event of a qualifying change in control,
 as defined by that agreement, prior to the Effective Date, you will be
 entitled solely to the benefits provided by your Change In Control Agreement
 and this Agreement and any benefits due hereunder shall immediately
 terminate. 


	
 

	
 


	
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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, for a
 period of five years from the Effective Date, 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.


	
 

	
 


	
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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 and the Updated Release of Claims
 within the specified time periods, and do not revoke this Agreement or any
 part, including required Updated Release of Claims.














	
 

	
 


	
 

	
b. References. Should anyone contact Valspar’s human resources
 department 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 or any of its Officers.


	
 

	
 


	
 

	
d. Confidentiality of Agreement. You agree not to disclose or
 provide copies of this Agreement 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.


	
 

	
 


	
 

	
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. With the exception of your Change
 in Control Agreement as provided herein, 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 or
 separation benefits you may have been eligible for or entitled to from The
 Valspar Corporation. 


	
 

	
 


	
 

	
j. Acknowledgment of Reading and
 Understanding. By signing this Agreement, you acknowledge that you have
 read this Agreement, including the Updated Release of Claims, and understand
 that the release(s) of claims is a full and final release of all claims
 you may have against Valspar 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 at 612-375-7988.


Sincerely,


Anthony L.
Blaine

Senior Vice President, Human Resources


I have read the above Agreement and Release, and the Updated Releases
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


	
 

	
 

	
 


	
 

	
 

	
 


	
Paul C.
 Reyelts

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
Witness
 Signature (Notary or Valspar employee)

	
 

	
Date


	
 

	
 

	
 


	
 

	
 

	
 


	
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