Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.39M
2: EX-4.C Instrument Defining the Rights of Security Holders HTML 45K
3: EX-10.E Material Contract HTML 37K
4: EX-10.K Material Contract HTML 72K
5: EX-10.L Material Contract HTML 70K
6: EX-21 Subsidiaries List HTML 84K
7: EX-23 Consent of Expert or Counsel HTML 36K
11: EX-97 Clawback Policy re: Recovery of Erroneously HTML 59K
Awarded Compensation
8: EX-31.A Certification -- §302 - SOA'02 HTML 41K
9: EX-31.B Certification -- §302 - SOA'02 HTML 41K
10: EX-32 Certification -- §906 - SOA'02 HTML 39K
17: R1 Cover HTML 102K
18: R2 Audit Information HTML 41K
19: R3 Consolidated Balance Sheets HTML 158K
20: R4 Consolidated Balance Sheets (Parenthetical) HTML 54K
21: R5 Consolidated Statements of Operations HTML 117K
22: R6 Consolidated Statements of Comprehensive Income HTML 106K
(Loss)
23: R7 Consolidated Statements of Cash Flows HTML 143K
24: R8 Consolidated Statements of Shareholders' Equity HTML 85K
25: R9 Consolidated Statements of Shareholders' Equity HTML 38K
(Parenthetical)
26: R10 Accounting Policies HTML 80K
27: R11 Acquisitions HTML 43K
28: R12 Divestitures HTML 39K
29: R13 Revenue HTML 75K
30: R14 Inventories HTML 45K
31: R15 Leases HTML 153K
32: R16 Property and Equipment HTML 48K
33: R17 Goodwill and Other Intangible Assets HTML 85K
34: R18 Supplier Finance Program HTML 40K
35: R19 Accrued Liabilities HTML 53K
36: R20 Debt HTML 68K
37: R21 Stock-Based Compensation HTML 162K
38: R22 Employee Retirement Plans HTML 250K
39: R23 Shareholders' Equity HTML 51K
40: R24 Reclassifications From Accumulated Other HTML 60K
Comprehensive Income
41: R25 Segment Information HTML 126K
42: R26 Other Income (Expense), Net HTML 60K
43: R27 Income Taxes HTML 120K
44: R28 Income Per Common Share HTML 62K
45: R29 Other Commitments and Contingencies HTML 50K
46: R30 Insurance Settlement HTML 38K
47: R31 Schedule Ii. Valuation and Qualifying Accounts HTML 75K
48: R32 Pay vs Performance Disclosure HTML 48K
49: R33 Insider Trading Arrangements HTML 61K
50: R34 Accounting Policies (Policies) HTML 136K
51: R35 Revenue (Tables) HTML 72K
52: R36 Inventories (Tables) HTML 45K
53: R37 Leases (Tables) HTML 113K
54: R38 Property and Equipment (Tables) HTML 47K
55: R39 Goodwill and Other Intangible Assets (Tables) HTML 83K
56: R40 Accrued Liabilities (Tables) HTML 53K
57: R41 Debt (Tables) HTML 57K
58: R42 Stock-Based Compensation (Tables) HTML 161K
59: R43 Employee Retirement Plans (Tables) HTML 252K
60: R44 Shareholders' Equity (Tables) HTML 44K
61: R45 Reclassifications From Accumulated Other HTML 59K
Comprehensive Income (Tables)
62: R46 Segment Information (Tables) HTML 120K
63: R47 Other Income (Expense), Net (Tables) HTML 59K
64: R48 Income Taxes (Tables) HTML 114K
65: R49 Income Per Common Share (Tables) HTML 62K
66: R50 Other Commitments and Contingencies (Tables) HTML 47K
67: R51 ACCOUNTING POLICIES - Revenue Recognition HTML 41K
(Details)
68: R52 ACCOUNTING POLICIES - Customer Displays (Details) HTML 40K
69: R53 ACCOUNTING POLICIES - Receivables (Details) HTML 37K
70: R54 ACCOUNTING POLICIES - Depreciation (Details) HTML 52K
71: R55 ACCOUNTING POLICIES - Goodwill and Other HTML 56K
Intangible Assets (Details)
72: R56 ACCOUNTING POLICIES - Stock Based Compensation HTML 64K
(Details)
73: R57 ACCOUNTING POLICIES - Noncontrolling Interest HTML 39K
(Details)
74: R58 ACQUISITIONS - Narrative (Details) HTML 92K
75: R59 DIVESTITURES - Narrative (Details) HTML 46K
76: R60 Revenue (Details) HTML 57K
77: R61 Revenue - Narrative (Details) HTML 43K
78: R62 REVENUE - Rollforward (Details) HTML 48K
79: R63 Inventories (Details) HTML 45K
80: R64 LEASES - Narrative (Details) HTML 50K
81: R65 LEASES - Lease Costs (Details) HTML 48K
82: R66 LEASES - Supplemental Cash Flow Information HTML 53K
(Details)
83: R67 LEASES - Weighted Average Lease Term and Discount HTML 47K
Rate (Details)
84: R68 LEASES - Supplemental Balance Sheet Information HTML 53K
(Details)
85: R69 LEASES - Future Maturities of Lease Liabilities HTML 75K
(Details)
86: R70 PROPERTY AND EQUIPMENT - Property and Equipment, HTML 53K
Net (Details)
87: R71 GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill, HTML 54K
Net (Details)
88: R72 GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in HTML 70K
the Carrying Amount of Goodwill (Details)
89: R73 GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative HTML 72K
(Details)
90: R74 Supplier Finance Program (Details) HTML 42K
91: R75 Accrued Liabilities (Details) HTML 67K
92: R76 DEBT - Tabular Disclosure - Notes and Debentures HTML 92K
and Other (Details)
93: R77 DEBT - Narrative (Details) HTML 168K
94: R78 STOCK-BASED COMPENSATION - Pre-tax Compensation HTML 57K
Expense and the Related Income Tax Benefit
(Details)
95: R79 STOCK-BASED COMPENSATION - Narrative (Details) HTML 110K
96: R80 STOCK-BASED COMPENSATION - Restricted Stock Units HTML 61K
(Details)
97: R81 STOCK-BASED COMPENSATION - Stock Options (Details) HTML 81K
98: R82 STOCK-BASED COMPENSATION - Weighted Average Grant HTML 57K
Date Fair Value of Option Shares Granted and
Assumptions Used (Details)
99: R83 STOCK-BASED COMPENSATION - Stock Option Shares HTML 68K
Outstanding and Exercisable (Details)
100: R84 STOCK-BASED COMPENSATION - Long-Term Stock Awards HTML 56K
(Details)
101: R85 STOCK-BASED COMPENSATION - Performance Restricted HTML 55K
Stock Units and Phantom Stock Awards (Details)
102: R86 EMPLOYEE RETIREMENT PLANS - Pre-tax Expense HTML 43K
(Details)
103: R87 EMPLOYEE RETIREMENT PLANS - Narrative (Details) HTML 48K
104: R88 EMPLOYEE RETIREMENT PLANS - Changes in the HTML 82K
Projected Benefit Obligation and Fair Value of
Plan Assets, and the Funded Status of
Defined-benefit Pension Plans (Details)
105: R89 EMPLOYEE RETIREMENT PLANS - Amounts in HTML 54K
Consolidated Balance Sheets (Details)
106: R90 EMPLOYEE RETIREMENT PLANS - Unrealized Loss HTML 48K
Included in Accumulated Other Comprehensive (Loss)
Income before Income Taxes (Details)
107: R91 EMPLOYEE RETIREMENT PLANS - Defined-benefit HTML 49K
Pension Plans with an Accumulated Benefit
Obligation in Excess of Plan Assets (Details)
108: R92 EMPLOYEE RETIREMENT PLANS - Net Periodic Pension HTML 65K
Cost for Defined-benefit Pension Plans (Details)
109: R93 EMPLOYEE RETIREMENT PLANS - Qualified HTML 45K
Defined-benefit Pension Plan Weighted Average
Asset Allocation (Details)
110: R94 EMPLOYEE RETIREMENT PLANS - Qualified HTML 102K
Defined-benefit Pension Plan Assets at Fair Value
by Level within the Fair Value Hierarchy (Details)
111: R95 EMPLOYEE RETIREMENT PLANS - Changes in the Fair HTML 41K
Value of the Qualified Defined-benefit Pension
Plan Level 3 Assets (Details)
112: R96 EMPLOYEE RETIREMENT PLANS - Assumptions - Tabular HTML 47K
Disclosure (Details)
113: R97 EMPLOYEE RETIREMENT PLANS - Assumptions - General HTML 51K
Disclosures (Details)
114: R98 EMPLOYEE RETIREMENT PLANS - Other and Cash Flows HTML 42K
(Details)
115: R99 EMPLOYEE RETIREMENT PLANS - Benefits Expected to HTML 54K
be Paid in Each of the Next Five Years, and in
Aggregate for the Five Years Thereafter (Details)
116: R100 SHAREHOLDERS' EQUITY - Narrative (Details) HTML 59K
117: R101 SHAREHOLDERS' EQUITY - Accumulated Other HTML 46K
Comprehensive Loss (Details)
118: R102 RECLASSIFICATIONS FROM ACCUMULATED OTHER HTML 84K
COMPREHENSIVE INCOME - Table (Details)
119: R103 RECLASSIFICATIONS FROM ACCUMULATED OTHER HTML 44K
COMPREHENSIVE INCOME - Narrative (Details)
120: R104 SEGMENT INFORMATION - Tabular Information by HTML 105K
Segment and Geographic Area (Details)
121: R105 SEGMENT INFORMATION - Depreciation and HTML 51K
Amortization (Details)
122: R106 Other Income (Expense), Net (Details) HTML 62K
123: R107 Other Income (EXPENSE), NET - Footnote Details HTML 50K
(Details)
124: R108 INCOME TAXES - Income from Continuing Operations HTML 118K
before Income Taxes (Details)
125: R109 INCOME TAXES - Income Tax Disclosure (Details) HTML 67K
126: R110 INCOME TAXES - Reconciliation of the U.S. Federal HTML 59K
Statutory Tax Rate to the Income Tax (Benefit)
Expense (Details)
127: R111 INCOME TAXES - Uncertain Tax Positions (Details) HTML 56K
128: R112 INCOME TAXES - Uncertain Tax Positions and HTML 46K
Interest and Penalties - Additional Disclosures
(Details)
129: R113 INCOME PER COMMON SHARE - Reconciliations of the HTML 62K
Numerators and Denominators Used in the
Computations of Basic and Diluted Earnings per
Common Share (Details)
130: R114 INCOME PER COMMON SHARE - Antidilutive Securities HTML 46K
(Details)
131: R115 INCOME PER COMMON SHARE - Narrative (Details) HTML 40K
132: R116 OTHER COMMITMENTS AND CONTINGENCIES - Warranty HTML 47K
(Details)
133: R117 Insurance Settlement (Details) HTML 40K
134: R118 Schedule Ii. Valuation and Qualifying Accounts HTML 63K
(Details)
136: XML IDEA XML File -- Filing Summary XML 251K
139: XML XBRL Instance -- mas-20231231_htm XML 3.58M
135: EXCEL IDEA Workbook of Financial Report Info XLSX 246K
13: EX-101.CAL XBRL Calculations -- mas-20231231_cal XML 326K
14: EX-101.DEF XBRL Definitions -- mas-20231231_def XML 1.07M
15: EX-101.LAB XBRL Labels -- mas-20231231_lab XML 2.92M
16: EX-101.PRE XBRL Presentations -- mas-20231231_pre XML 1.84M
12: EX-101.SCH XBRL Schema -- mas-20231231 XSD 260K
137: JSON XBRL Instance as JSON Data -- MetaLinks 805± 1.21M
138: ZIP XBRL Zipped Folder -- 0000062996-24-000006-xbrl Zip 799K
This Severance Agreement and Release of All Liability (“Agreement”) is made as of June 30, 2023 (the “Agreement Effective Date”) and is amended and restated on December 30, 2023 with effect as of the Agreement Effective Date, between Richard O’Reagan (“Employee”) and Masco Corporation,
with a business address of 17450 College Parkway, Livonia, MI48152 (“Masco”). For the avoidance of doubt, all dates occurring, as well as related terms and conditions applicable, prior to the Agreement Effective Date, were and continue to remain in effect as if this amendment and restatement had been entered into on the Agreement Effective Date.
INTRODUCTION
A.Employee’s employment with Masco shall end on June 30, 2023 in connection with his retirement from Masco
(the “Separation Date”).
B.Pursuant to this Agreement, Employee is eligible for certain payments and benefits as described herein (the “Severance Payments”).
C.Employee has had the opportunity to review this Agreement, has been encouraged to consult with legal counsel, if desired, in order to ascertain whether Employee has any potential rights or remedies that will be waived and released upon Employee’s execution of this Agreement.
D.Employee and Masco, without any admission of liability, desire to settle with finality, compromise, dispose of, and release all claims and demands of Employee which have been or could be asserted, whether arising out of Employee’s
employment, the termination of Employee’s employment, or otherwise, as set forth herein.
AGREEMENT
In exchange for the consideration and mutual promises identified below (the adequacy and sufficiency of which being duly acknowledged), Employee and Masco agree as follows:
1.Payment of Severance Payments. Pursuant to this Agreement, Employee is eligible for the following Severance Payments:
a.A cash payment, which is equivalent to Employee’s target 2023 annual cash bonus (the amount at target being $465,370 or 75% of Employee’s base salary), prorated to reflect the six months Employee was employed by Masco during 2023
through the Separation Date and subject to actual performance, and such payment shall be paid out in February 2024;
b.A cash payment, which is equivalent to Employee’s target 2023 annual restricted stock unit grant (the amount at target being $465,370 or 75% of Employee’s base salary), prorated to reflect the six months Employee was employed by Masco during 2023 through the Separation Date and subject to actual performance, and such payment shall be paid out in February 2024;
c.A share award under each of the long-term incentive programs (“LTIPs”) (the 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP) in which Employee participates, prorated to reflect the number of months Employee was employed by Masco during the applicable performance period through the Separation Date; such share award shall be calculated based on the target
opportunity and base salary set forth in each LTIP agreement; provided that such awards shall be subject to achievement of the established performance goals for each LTIP. LTIP awards, if any, shall be made in February 2024, February 2025 and February 2026, respectively;
1
Exhibit 10.l
d.An extension of the exercise period any outstanding stock options granted to Employee prior to 2020 under the 2014 Masco Corporation Long Term Stock Incentive Plan, from 30 days from the Separation Date to 90 days from the Separation Date; and
e.Accelerated vesting of 2,072 unvested shares of restricted stock held by Employee. Such vesting
shall occur within fifteen (15) days of the Effective Date of this Agreement;
provided that Employee does not revoke this Agreement pursuant to Paragraph 3.c. and continues to comply with Paragraph 2 below. Masco will pay Employee the Severance Payments consistent with this Agreement.
2.Employee’s Continuing Obligations.
a.Release. Employee, individually, and on behalf of Employee’s heirs, executors, administrators, successors and assigns, releases and forever discharges Masco, Employer, their parents, subsidiaries, affiliates, divisions, and, as to each of the aforementioned, their respective successors, predecessors, assigns, insurers,
past and present owners, officers, directors, agents, current and former employees and independent contractors, all others for whom the parties released herein may be vicariously or otherwise liable, the attorneys and legal representatives of all those released herein, as well as the agents and employees of those attorneys and legal representatives, and any and all other persons, firms, companies, corporations and other legal entities (collectively referred to as the “Released Parties”), of and from all claims, demands, actions, causes of action, statutory rights, debts, suits, contracts, agreements, and liabilities of any kind, nature or description, direct or indirect, in law or in equity, in contract or in tort or otherwise, which Employee ever had or which Employee now has or hereafter
can, shall or may have, against any of the Released Parties, for or by reason of any matter, cause, or thing whatsoever up to the date Employee executes this Agreement, whether known or unknown, suspected or unsuspected at the present time, or which may be based upon pre-existing acts, claims or events occurring at any time up to the present date which may or have resulted in damages, including without limitation all direct or indirect claims either for direct or consequential damages of any kind whatsoever and rights or claims arising under any and all federal, state or local statutes, ordinances and/or laws, including without limitation Title VII of the Civil Rights Act of 1964 (“Title VII”), the Equal Pay Act (“EPA”), the Pregnancy Discrimination Act (“PDA”), the Genetic Information Nondiscrimination Act (“GINA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Family
and Medical Leave Act (“FMLA”), the Americans with Disabilities Act (“ADA”), all claims under applicable state civil rights statutes, and all other claims and rights, whether in law or equity. It is the intention of the parties that this general release by Employee will be construed as broadly as possible, subject to the express limitations set forth below. Nothing in this Agreement, however, prohibits or prevents Employee from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower action or other proceeding, which cannot be waived, before any federal, state or local government agency (e.g., EEOC, NLRB, SEC, etc.), nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, Employee rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such
agencies. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies, except with respect to claims set forth in Paragraph 2.h. below. Notwithstanding the above, Employee is not waiving: (a) Employee’s right to make claims arising out of any acts or omissions of the Released Parties after the date Emloyee executes this Agreement; (b) any claim to vested amounts, benefits or entitlements under Masco’s or its affiliates benefit plans, including, without limitation, under any defined contribution or defined benefit pension plan, supplemental executive retirement plan, benefits restoration plan; (c)
2
Exhibit
10.l
any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification (including related advancement of expenses) under Masco’s or any of its affiliates’ organizational documents, an indemnification agreement with Masco or any of its affiliates or otherwise; (d) any claim to amounts owed under this Agreement (subject to its terms); or (e) Employee’s rights as an equity or security holder in Masco or its affiliates; or (f) any claims which cannot be released by private agreement, including as set forth in Paragraph 2.h. below.
b.Medicare Waiver. Employee affirms that as of the date Employee signs this Agreement, (1) Employee is not Medicare eligible (i.e., is not 65 years of age or older; is not suffering from end-stage renal failure; has not received Social Security Disability Insurance benefits
for 24 months or longer, etc.) or (2) if eligible, Employee has no outstanding claims for Medicare benefits. Employee agrees to reasonably cooperate with Masco upon request with respect to any claim the CMS may make and for which Employee is required to indemnify Masco under this paragraph. Further, Employee agrees to waive any and all future actions against Masco for any private cause of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A), except as set forth in in Paragraph 2.h. below.
The release contained herein will not release or otherwise affect the Parties’ rights and obligations arising under this Agreement.
c.Past Agreements Continue. This Agreement does not release Employee of any ongoing obligations owed to the Masco pursuant to the following agreements previously entered into with Masco:
i.Dispute
Resolution Policy (DRP). Any dispute Employee might have against Released Parties, arising out of the terms of this Agreement or otherwise, will be resolved solely by use of Dispute Resolution Policy (“DRP”), the terms of which are incorporated into this Agreement. By signing this Agreement, Employee certifies that Employee has had an opportunity to review the DRP and that Employee has signed an acknowledgement of receipt of that document.
ii.Proprietary Confidential Information and Invention Assignment Agreement. Except as set forth in Paragraph 2.h. below, Employee agrees to comply with the Proprietary Confidential Information and Invention Assignment Agreement. That Proprietary Confidential Information and Invention Assignment Agreement, a copy of which has been provided to Employee, shall continue in full force and effect. By executing this Agreement,
Employee certifies that all confidential, proprietary or trade secret information has been returned as required by Paragraph 1 of the Proprietary Confidential Information and Invention Assignment Agreement.
iii.Terms and Conditions of Restricted Stock Awards. Pursuant to the 2014 Masco Corporation Long Term Stock Incentive Plan, the awards made in letters to Employee and the related Terms and Conditions of Restricted Stock Awards Granted Under the 2014 Masco Corporation Long Term Stock Incentive Plan, Employee continues to be bound by the obligations described therein.
iv.Terms and Conditions of Performance Restricted Stock Unit Awards. Pursuant to the 2014 Masco Corporation Long Term Incentive Program under the 2014 Long Term Stock Incentive Plan, the awards made in letters to Employee and
the related Terms and Conditions of the program, Employee continues to be bound by the obligations described therein.
v.Terms and Conditions of Restricted Stock Unit Awards. Pursuant to the 2014 Masco Corporation Long Term Stock Incentive Plan, the awards made in letters to Employee and the related Terms and Conditions of Restricted Stock Units under the Masco Corporation 2014 Long Term Stock Incentive Plan, Employee continues to be bound by the obligations described therein.
3
Exhibit 10.l
d.Return of Property. Employee agrees to return immediately any and all Masco property
still in Employee’s possession (including any and all property of its affiliates) of whatsoever kind and character, including, without limitation, keys, documents, computer software and hardware, discs and media, and policy and procedures manuals. However, Employee may retain copies of this Agreement, any document referenced in this Agreement and any other agreement, plan, program, policy or arrangement related to Employee’s compensation, benefits or terms of employment with Masco and its affiliates, as well as contact information for Employee’s personal and professional contacts (whether or not stored on Masco or its affiliates’ computer systems or other devices); provided that Employee only uses such information consistent with his ongoing obligations to Masco.
e.Cooperation With Masco. Employee agrees that in the defense or prosecution of any pending or future claim involving
Masco or any of its current or former affiliates (collectively referred to as the “Company”), Employee will be available at reasonable times for the purpose of consultation, discovery and providing testimony. Employee will at all times be candid, honest, and forthright in discharging the duties contemplated by this Paragraph. If it becomes necessary for the Company to obtain the cooperation of Employee as contemplated herein, the Company will: (i) in good faith reasonably accommodate Employee’s personal and work schedules, and (ii) reimburse reasonable expenses incurred by Employee, in connection with providing support and cooperation pursuant to this Agreement.
f.Non-Cooperation With Others. Except to the extent
permitted by applicable law, or Paragraph 2.h., Employee shall not encourage or, provide any information about the business, products, or employees of the Company to any person or entity to assert, maintain, or prosecute a claim or litigation against Company or its officers, directors, or employees. Employee further agrees that, if approached informally or subpoenaed by any person, company, attorney, or agent for any person or entity other than the Company, at any time regarding any matter, currently litigated or otherwise, involving the Company, its employees, its products, or its business, Employee will give prompt notice to the General Counsel of Masco Corporation, 17450 College Parkway, Livonia,
MI48152. Masco shall reimburse Employee for any reasonable expense incurred in connection with such notification.
g.No Disparagement. Except as set forth in Paragraph 2.h. below, Employee agrees not to criticize, disparage or otherwise demean in any way Masco or its affiliates or their respective products, officers, directors or employees. This includes, but is not limited to, directly or indirectly providing disparaging comments to the media or disseminating them electronically, such as on any website or blog.
h.Employee Protection.
. Notwithstanding anything to the contrary herein, Employee understands that nothing in this Agreement or otherwise restricts or prohibits Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing information concerning this Agreement, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Securities Exchange Commission (“SEC”) or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Company may not retaliate against the Employee for any of these activities, and nothing in this Agreement or otherwise requires Employee to waive any monetary award or other payment that Employee
might become entitled to from the SEC or any other government agency or entity pursuant to this Paragraph 2.h. Nothing in this Agreement or otherwise requires Employee to disclose any communications Employee may have had or may in the future have or information Employee may have had or may in the future have provided to the SEC or any government agency or entity regarding possible legal violations. Additionally, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an
4
Exhibit 10.l
attorney, solely for the purpose of
reporting or investigating a suspected violation of law or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to the individual’s attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).
i.Disclosure of Known Claims. Employee represents and warrants that Employee has disclosed to Masco any and all facts within Employee’s knowledge concerning
any actual or potential claim against Masco, including but not limited to any and all claims arising out of federal, state or local law, or any claim resulting in or from a loss, theft or fraud against Masco, except with respect to claims set forth in Paragraph 2.h. above.
j.No Actions Filed. Employee represents that Employee has not filed any action, charge, suit, or claim against Masco with any federal, state, or local agency or court, and has not initiated any mediation or arbitration proceeding, except with respect to any action or otherwise set forth in Parapragh 2.h. above. Employee further agrees that Employee shall not receive or be entitled to any monetary damages, recovery, and/or relief of any type in connection with any charge, administrative action, or legal proceeding pursued by Employee, by any governmental agency, person, group, or entity regarding and/or relating
to any claim(s) released pursuant to this Agreement, except with respect to any charge or otherwise set forth in Paragraph 2.h. above.
k.Consequence of Employee’s Breach. Employee acknowledges and agrees that if Employee breaches any obligation under this Agreement, Masco may immediately terminate any remaining payments and the provision of any other benefits that might otherwise be required by this Agreement. Any such termination by Masco shall not impair the validity or enforceability of the release provision of this Agreement.
l.Additional Relief. Employee acknowledges and agrees that Masco’s remedy at law for a breach or threatened breach of any of the following provisions of this Agreement: Employee’s Continuing Obligations, Disclosure of Known Claims, No Disparagement,
, Proprietary Confidential Information and Invention Assignment Agreement, Cooperation with Masco, Non-Cooperation with Others would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach of any of these provisions, Employee agrees that, in addition to its remedy at law, and at Masco’s option, all rights of Employee under Paragraph 1 of this Agreement may be terminated, and Masco shall be entitled without posting any bond to obtain, and Employee agrees not to oppose a request for, equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Employee acknowledges that the granting of a temporary injunction, temporary restraining order or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach hereof, and consequently
agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting the design, development, manufacture, marketing or sale of products and providing of services of the kind designed, developed, manufactured, marketed, sold or provided by Masco or its affiliates as of the date of this Agreement. Nothing herein contained shall be construed as prohibiting Masco from pursuing, in addition, any other remedies available to it for such breach or threatened breach.
m.Remedies Cumulative. Employee acknowledges and agrees that the rights and remedies given to Masco in this Agreement shall be deemed cumulative, and the exercise of one such remedy shall not operate to bar the exercise of any other rights and remedies reserved to Masco or available at law or in equity.
5
Exhibit
10.l
n.Employee Acknowledgments. Employee specifically represents, warrants and confirms that, except as provided in clause (b) of this paragraph Employee: (a) has been properly paid for all hours worked for the Employer; (b) has received all bonuses and other compensation due to Employee with the exception of Employee’s final payroll check(s) for wages through and including the Separation Date, which will be paid at the time of separation; and (c) has not engaged in any unlawful conduct relating to the business of Masco.
3.Miscellaneous Provisions.
a.Termination of Welfare Benefit and Pension Plans. As of the Separation Date, Employee shall cease to be an active participant under Masco’s welfare
benefit and pension plans (or the plans of any of Masco’s affiliates) pursuant to the terms of those plans, and no additional benefits shall accrue to Employee. Employee waives any claim to such accrual of benefits beyond the Separation Date.
b.Time for Acceptance. Employee has twenty-one days during which to consider this offer. Employee is not required to, but may, accept this Agreement by signing and dating it within twenty-one days. If Employee does not execute this Agreement within twenty-one days, then Masco’s offer of this Agreement will be revoked, and it shall be deemed null and void.
c.Revocation/ Effective Date. Employee understands that Employee may revoke this Agreement for a period of seven calendar days following the execution of this Agreement. Therefore, the Effective
Date of this Agreement will be the eighth calendar day after Employee signs and dates the Agreement. Employee further understands that, to be effective, any revocation must be in writing and postmarked within seven calendar days of the date on which Employee signs and dates this Agreement, and that the revocation notice must be addressed to Tara Mahoney, Corporate Employment Counsel, Masco Corporation, 17450 College Parkway, Livonia, MI48152. If revocation is by mail, Employee should send it by certified mail, return receipt requested in order to create proof of mailing.
d.Withholding and Payroll Taxes. Any and all
payments to Employee under this Agreement are subject to applicable withholding and payroll taxes.
e.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.
f.Venue. The parties agree that any dispute may only be commenced in the office of the American Arbitration Association nearest Livonia, Michigan.
g.Entire Agreement. This Agreement, together with the other documents referenced herein, contains the parties’ entire agreement relating to its subject matter and supersedes and replaces all other agreements and/or understandings between the parties relating to its subject matter, except as otherwise specifically stated herein; provided
however, that the agreements identified in Paragraph 2.c. of this Agreement shall continue in full force and effect as provided in a manner consistent with Paragraph 2.c., as shall those terms in any and all other agreements, which by their terms survive the termination of employment.
h.Modifications. This Agreement may not be modified except by a subsequent written agreement, executed by both parties, which specifically evidences an intent to modify the terms of this Agreement. Employee reaffirms Employee’s agreement to comply with all such ongoing obligations. The terms of this Agreement are contractual and not a mere recital.
i.No Oral Representations. Employee represents that no promise, inducement or agreement has been made between the parties regarding the subject matter of this
agreement other than those specifically set forth in this Agreement, and that he has not relied on any oral statements of Masco or its representatives in deciding to sign this Agreement.
6
Exhibit 10.l
j.Knowing and Voluntary. Employee represents that employee fully understands the terms of this Agreement and is executing this Agreement voluntarily.
k.Severability. If any portion of this Agreement is ruled unenforceable, all remaining provisions shall remain valid and in effect.
l.Waiver
of Breach. The waiver by Masco of any breach of any provision of this Agreement shall not be construed or considered as a waiver of any subsequent breach.
m.Headings. The headings of each Paragraph are for convenience only and shall not affect the meaning or intent of any provision of this Agreement.
n.Assignment. Employee’s obligations under this Agreement are not assignable, although Masco shall have the right to assign this Agreement. This Agreement shall be binding upon Employee’s executors, heirs, estate, legal representatives, beneficiaries, and other successors in interest and shall inure to the benefit of Masco and its successors and assigns. All subsidiaries, affiliates,
and successors in interest of or to Masco are intended to be third party beneficiaries of this Agreement.
