Exhibit 10.4


NOTICE: This Document Contains A Waiver Of Any
Claims You Might Have Under The Age Discrimination In Employment Act. You Are
Advised To Consult With An Attorney Before Signing This Document.


GENERAL RELEASE,
SEPARATION & CONSULTING AGREEMENT


This GENERAL RELEASE, SEPARATION & CONSULTING
AGREEMENT (this “Agreement”)
is made and entered into by and between SIRVA, Inc. and its direct and indirect
subsidiaries, including, but not limited to, Allied Van Lines, Inc., and North
American Van Lines, Inc. (collectively, the “Company”) and Robert Rosing (“Associate”).


Recitals


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


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


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


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


Terms and Conditions


1.   Separation.   Associate’s
employment with the Company shall terminate effective at the close of business
(Illinois time) on December 31, 2006 (the “Termination Date”); provided, that,
Associate hereby resigns from all officer positions held by Associate at the
Company effective June 30, 2006. During the period from June 30, 2006 to and including
December 31, 2006, Associate shall continue to receive his current pay and
benefits and, in consideration therefor, shall provide services to the Company
on those special projects relating to the Company’s business as the Company
shall determine. During this period, Associate shall be a full-time employee of
the Company, and shall devote substantially all of his full business time to
the performance of such services on such special projects.









 



2.   Severance Pay and Benefits.


(a)   Generally.   In
partial consideration of the execution and non-revocation of this Agreement,
the Company shall pay Associate severance pay at his current base rate of pay
($290,000 annualized) in substantially equal installments, beginning with the
first regular pay period following the Termination Date and continuing for
twelve (12) months thereafter (the “Severance Period”); provided, however, that
unless the parties mutually agree in writing (after the date of this Agreement
but before the Termination Date) that section 409A(a)(2)(B)(i) of the Internal
Revenue Code of 1986, as amended, does not apply to such severance pay, then
the payment of one-half of the severance pay shall instead be paid in a single
lump sum on the first regular pay period immediately following July 1, 2007
(the “Lump Sum Payment Date”), and the remaining one-half the severance pay
shall be paid in substantially equal installments beginning with the first
regular pay period following the Lump Sum Payment Date and continuing for six
(6) months thereafter. The Company shall also provide Associate with an
automobile allowance of $16,800, one-half of which shall be paid on the Lump
Sum Payment Date, and the remaining one-half of which shall be paid in
substantially equal installments at the same time the installment payments are
made pursuant to clause (ii) of the immediately preceding sentence. In
addition, for the avoidance of doubt, Associate is entitled to payment of
amounts due for accrued and unused Earned Paid Time Off (“PTO”), which will be
paid on the Lump Sum Payment Date. All payments made pursuant to this Paragraph
shall be less applicable payroll taxes and withholdings. For purposes of the
foregoing, “regular pay period” shall mean the regular pay periods in effect on
the date of this Agreement.


(b)   Additional Consideration.   The
Company shall pay to Associate, as additional separation consideration, the
gross amount of $270,934, less applicable payroll taxes and withholdings, of
which $109,809 represents approximately 1/4th of the
Black-Scholes value of certain equity awards that Associate was expected to
receive. This payment shall be made in a single lump sum no later than March
15, 2007.


(c)   Benefits.   Associate’s
health benefits previously elected under the Company’s Benefits Plus program,
but excluding short and long term disability benefits and life insurance
benefits, shall continue during the Severance Period at the same rates charged
to active Associates for such benefits. After the Severance Period, Associate
and any covered dependents may continue such coverage at regular COBRA rates.
The continuation coverage provided to Associate during the Severance Period
shall be included in determining the maximum period of COBRA continuation
coverage available to Associate and any covered dependents. Further, the
Company shall reimburse Associate for up to $10,000 in the aggregate for
financial planning services incurred by Associate for the benefits under this
Agreement and for legal fees incurred by Associate in connection with
negotiating this Agreement. Such reimbursement shall be made within 30 days
following presentation to the Company of appropriate invoices for the amount of
such fees and expenses.



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




	
  Name of Institution:

  	
   

  
	
   

  	
   

  
	
  Account Number:

  	
   

  






 


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


3.   Consideration Provided to Associate.   Associate
acknowledges and agrees that the consideration set forth in Paragraph 2 of this
Agreement is the only severance and benefit enhancement Associate shall receive
by electing to execute this Agreement. Associate further acknowledges and
agrees that upon payment of the amounts expressly provided for in this
Agreement, Associate shall have received full payment for all services rendered
on behalf of the Company, including any amounts Associate would be otherwise entitled
to receive from the Company under any other compensation or incentive programs;
provided, however, that nothing in this Agreement shall be construed as a
waiver of Associate’s rights to exercise vested stock options (which will
continue to vest to and including the Termination Date), to any vested benefits
(which will continue to vest to and including the Termination Date) under the
Company’s 401(k) plan and the SIRVA Executive Retirement & Savings Plan, to
continue group health insurance coverage pursuant to COBRA, or to convert group
life insurance coverage to an individual policy pursuant to the terms of the
applicable group policy. The Company also acknowledges and agrees to provide
Associate with written notice when the Associate is permitted to exercise any
vested stock option pursuant to the terms of the applicable equity incentive
plan of the Company.


4.   Release of Claims.   In
partial consideration of the benefits received, and to be received, by
Associate hereunder, Associate hereby IRREVOCABLY, VOLUNTARILY, UNCONDITIONALLY
AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES the Company, and each
of the Company’s owners, stockholders, partners, members, predecessors,
successors, assigns, agents, directors, managers, officers, employees, representatives,
attorneys, divisions, subsidiaries, affiliates (and agents, directors,
managers, officers, employees, representatives and attorneys of such divisions,
subsidiaries and affiliates), and all persons acting by, through, under or in
concert with any of them (collectively “Releasees”), or any of them, from any
and all charges, complaints, claims, damages, actions, causes of action, suits,
rights, demands, grievances, costs, losses, debts, and expenses (including
attorneys’ fees and costs incurred), of any nature whatsoever, known or
unknown, which Associate now has, owns, or holds, or claims to have, own, or
hold, 



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or which Associate at any time heretofore had, owned,
or held, or claimed to have, own, or hold from the beginning of time to the
date of this Agreement; provided, however, that nothing herein shall release
the Company from its obligations under this Agreement or its indemnity
obligations to Associate in accordance with the Company’s Articles of
Incorporation and By-Laws.


The Company currently carries Officers and Officers
liability insurance and Associate will continue to be covered by such insurance
(or any replacement insurance) for any of his acts or omissions through the end
of the Severance Period as a director, officer, employee, consultant or agent
of the Company or as a director, trustee, officer, employee, member, manager,
consultant or agent of another corporation, limited liability company,
partnership, joint venture or other enterprise, domestic or foreign, in each
case, which he served as at the request of the Company.


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


6.   No Complaints or Claims.   Associate
represents and warrants that Associate has not filed any complaints or claims
against the Company or Releasees with any local, state or federal court or
agency and, that Associate will not do so at any time hereafter for released
claims which arose prior to the date Associate signs this 



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Agreement, and that if any such court or agency
assumes jurisdiction on any such complaint or claim against the Company or
Releasees which arose prior to the execution of this Agreement, Associate shall
immediately request such court or agency to dismiss the matter and take all
such additional steps at Associate’s sole cost and expense necessary to
facilitate such dismissal with prejudice. Nothing in this Agreement shall be
construed to prohibit Associate from filing a charge or complaint, including a
challenge to the validity of this Agreement, with the Equal Employment
Opportunity Commission or participating in any investigation or proceeding
conducted by the Equal Employment Opportunity Commission.


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


8.   Restrictive Covenants.


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


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


(b)   Non-Competition.   During
the Severance Period, Associate agrees that Associate will not, without the
prior written consent of the Company, directly or 



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indirectly, whether as an employee, officer, director,
independent contractor, consultant, stockholder, partner or otherwise, engage
in or assist others to engage in or have any interest in any business which
competes with the Company in any geographic area in which the Company markets
or has marketed its products.


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


(d)   Non-Disparagement.   Associate
agrees that at no time hereafter will he make, issue release, or authorize any
written or oral statements, derogatory or defamatory in nature about the
Releasees. The Company agrees that it will use its reasonable efforts to ensure
that at no time hereafter will it make, issue, release, or authorize any
written or oral statements, derogatory or defamatory in nature about Associate.


(e)   Return of Documents.   Within
fifteen (15) days of the Termination Date and otherwise upon request, Associate
also agrees to return all notes, reports, sketches, plans, books, keys, credit
cards, unpublished memoranda or other documents or property which were created,
developed, generated or held or controlled by Associate and which concern or
are related to the Company’s business and are the property of the Company.


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


(i)     Associate
acknowledges and agrees that the covenants and obligations of Associate with
respect to Paragraphs 6, 7, and 8 of this Agreement relate to special, unique
and extraordinary matters and that a violation of any of 



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


(ii)    Associate
and the Company acknowledge and agree that the damages resulting from Associate’s
breach of the covenants and obligations contained in Paragraphs 6, 7, and 8 of
this Agreement, would be uncertain and difficult to ascertain and, in addition
to any other remedies that may be available to the Company, Associate shall
forfeit any remaining payments and benefits hereunder the event of his breach
of this Agreement.


9.   Cooperation and Consulting Services.


(a)   Cooperation with the Company.   Associate
agrees to provide the Company with his full cooperation, as requested by the
Company from time to time, subject to reimbursement by the Company of
reasonable out-of pocket costs and expenses in accordance with the Company’s
travel and expense reimbursement policies (and including advancement of
attorneys’ fees, costs and other expenses as provided by the Company’s By—Laws)
regarding any matter including any litigation, claims, governmental proceeding,
investigation or independent review, which relates to matters with which
Associate was involved or which Associate had knowledge during the term of his
employment with the Company; provided, however, that such cooperation shall not
materially interfere with Associate’s future employment or business affairs. In
any proceeding involving Associate, the Company will provide Associate with any
documents or information reasonably requested by Associate to enable him to
provide such cooperation or to otherwise participate in such proceeding.


(b)   Consulting Services.


(i)     Associate
agrees to provide the Company with consulting services, as requested by the
Company from time to time during the twelve (12) month period immediately
following the Termination Date (the “Consulting Period”), on special projects
relating to matters involving the Company’s business. During the Consulting
Period, Associate shall be retained on a “when and as needed basis” upon
reasonable notice during normal business hours and at mutually convenient times
(which shall be reasonably agreed upon) to provide such consulting services;
provided that in no event shall Associate be required to provide services at an
annual rate that equals or exceeds 50% or is less than 20% of the services
rendered, on average, during the immediately preceding three full 



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calendar years of
employment Associate has historically provided to the Company. Associate shall
be compensated at the annual rate of $290,000, payable in equal monthly
installments in arrears on the last day of the month and, in addition, shall be
reimbursed by the Company in accordance with the Company’s travel and expense
reimbursement policies for reasonable out-of pocket costs and expenses incurred
in providing such services. Associate shall devote all of his skill, knowledge
and best efforts to the conscientious performance of such services.


(ii)    Associate
agrees that he will not, solely by virtue of the consulting services provided
hereunder, be considered to be an officer or employee of the Company during the
Consulting Period. Associate further agrees that he will at all times be
treated as an independent contractor and will be responsible for the payment of
all taxes with respect to all amounts paid to him under this Section 9(b), that
nothing contained in this Agreement shall, during the Consulting Period, be
construed as creating a joint venture, partnership or employment agreement.
Associate agrees that he will not, by reason of the consulting services
performed hereunder, be entitled to participate in any employee benefits plan,
program or arrangement made available to any employee of the Company during the
Consulting Period.


(iii)   Associate
shall no longer be required or permitted to provide consulting services to the
Company, and the Company shall no longer be permitted to request that Associate
provide consulting services upon the earlier of (a) the date Associate becomes
employed by another business or becomes self-employed, in each case, on a
full-time basis, (b) the date the Consulting Period expires, and (c) the date
of Associate’s death or disability that prevents Associate from performing any
consulting services required hereunder. Associate agrees to promptly notify the
Company in writing of any new employment, and in no event more than 10 days after
the start of such new employment.


10.   No False Claims.   Associate
has represented and hereby reaffirms that Associate has disclosed to the
Company any information in Associate’s possession or within Associate’s
knowledge concerning any conduct involving the Company, or any of its
affiliates, employees, associates, officers, directors, or agents that
Associate has any reason to believe involves any false claims to the United
States or is or may be unlawful or violates any Company policy in any respect.


11.   Review of Agreement; No Undue Influence.   Associate
agrees that Associate has had sufficient opportunity to review and consider
this Agreement and to discuss it with anyone Associate desires (subject to
Paragraph 10), and that Associate has carefully read it and fully understands
all of its provisions. Associate further represents and agrees that Associate
has not been under any duress, coercion, or undue influence from the Company or
any of its representatives either during the communications which led to this
Agreement or at the time of the execution of this Agreement.



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12.   Entire Agreement.   This
Agreement sets forth the entire agreement between the parties and fully
supersedes any and all prior agreements or understandings, written or oral,
between the parties pertaining to the subject matter of this Agreement,
including, but not limited to the Letter Agreement, dated September 5, 2005, by
and between Associate and the Company. Additionally, Associate represents and
acknowledges that, by executing this Agreement, Associate does not rely on, and
has not relied on, any representation or statement made by the Company or any
of its directors, officers, Associates, agents or representatives, or their
attorneys with regard to the subject matter, basis or effect of this Agreement
or otherwise, other than those specifically stated in this Agreement.


13.   Binding Agreement; Third Party Beneficiaries.   This
Agreement shall be binding upon Associate and upon Associate’s heirs,
administrators, representatives, executors, and successors and shall inure to
the benefit of the Releasees and to their heirs, administrators,
representatives, executors and successors. All Releasees under this Agreement
who are not signatories to this Agreement shall be deemed to be third party
beneficiaries of this Agreement to the same extent as if they were signatories
hereto. This Agreement shall be binding on and inure to the benefit of the
Company and its respective successors and permitted assigns.


14.   Governing Law.   This
Agreement is made under and shall be governed by the laws of the State of
Illinois, without regard to its conflicts of laws provisions.


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


16.   Section 409A.   It is the
parties understanding that none of the payments under this Agreement will
result in Associate being subject to the payment of interest and/or taxes under
section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
In the event the parties subsequently determine, whether in connection with the
issuance of final regulations under Section 409A or otherwise, that one or more
of the payments under this Agreement will result in Associate being subject to
the payment of interest and/or taxes under Section 409A, the parties shall use
their best 



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efforts to amend this Agreement in order to avoid the
imposition of any such interest or additional tax, provided that the Company
shall have no obligation to agree to any amendment that would materially
increase its obligations hereunder; provided, further that Associate shall have
no obligation to agree to any amendment that would materially decrease his
benefits hereunder.


17.   Counterparts; Headings.   This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same
instrument. The section and other headings contained in this Agreement are for
the convenience of the parties only and are not intended to be a part hereof or
to affect the meaning or interpretation hereof.


— Signature page
follows —



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


	
  Associate

  	
   

  	
  Company

  
	
   

  	
   

  	
   

  
	
  /s/ Robert J. Rosing

  	
   

  	
  By:

  	
  /s/ Todd W. Schorr

  
	
   

  	
   

  	
   

  
	
  Associate’s Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Robert J. Rosing

  	
   

  	
  Its:

  	
  SVP — H.R.

  
	
  Date:

  	
  8/15/06

  	
   

  	
  Date:

  	
  8/15/06