January 8, 1996
Mr. Kenneth L. Campbell
c/o Action Industries, Inc.
460 Nixon Road
Cheswick, Pennsylvania 15024
Re: Severance Arrangement
This letter sets forth certain severance benefits to which you will
be entitled in the event your employment with Action Industries,
Inc. (the "Company") is terminated without cause. If your
employment is terminated by the Company other than for cause, the
Company will provide you with the following: (I) the base salary
that you are paid by the Company on the date of such termination
for a six-month period following the date of such termination,
payable monthly; (ii) continuation of health care benefits during
such six-month period, provided you continue to make timely payment
to the Company for your portion of the premium for the health care
benefit you selected and (iii) continuation during such six-month
period of all other employee benefits made available to you by the
Company as of the date of such termination. It shall be a
condition to the Company's obligation to make such severance
benefits available to you that in connection with any such
termination of your employment you execute and deliver a Separation
Agreement and General Release satisfactory to the Company
containing provisions similar to those set forth in Paragraphs 3
through 10 of the form of Separation Agreement and General Release
attached hereto as Annex A. No compensation other than that
specifically provided above shall be payable on account of such
termination of your employment without cause.
As used herein, the term "for cause" means a termination of your
employment by the Company because of:
(a) your gross negligence, willful misconduct, or gross neglect of
(b) any criminal act by you or any conduct by you involving fraud
or constituting bad faith by you in dealing with or on behalf
of the Company.
The sole purpose of this letter is to provide you with the above
severance arrangements. Nothing herein is intended to create an
employment agreement between the Company and you or to provide you
with any severance if your employment is terminated for cause.
Very truly yours,
ACTION INDUSTRIES, INC.
By T. RONALD CASPER
T. Ronald Casper
ACKNOWLEDGED AND AGREED:
K. L. CAMPBELL 1/23/96
Kenneth L. Campbell
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release ("Agreement"), is made
[DATE AGREEMENT IS GIVEN TO EMPLOYEE] by and between [NAME], an
individual ("Employee"), and ACTION INDUSTRIES, INC., its
affiliates, subsidiaries, divisions and related companies
In consideration of the covenants undertaken and the releases
contained in this Agreement, Employee and Action agree as follows:
1. Employee acknowledges that he is an "at will" employee whose
employment is terminated as of [DATE].
2. In consideration of Employee's covenants below, Action shall
provide Employee with the following:
a. Severance benefits in the form of continued base salary
payments for a period of [NUMBER] weeks (or until
Employee's death if sooner), less normal tax withholding
and deductions, payable on Action's regular pay cycle;
b. Health care benefits under Action's health care plan
through [DATE], provided that Employee continues the
payment of his contribution to his health care benefit
cost through payroll deduction.
3. Employee authorizes Action to deduct from his severance
benefit checks the full amount of any monies owed to Action,
including any travel advances, business credit card charges,
petty cash advances, and the like, which remain unreconciled
with appropriate business expense receipts.
4. Employee agrees not to disclose or utilize any confidential or
proprietary information of Action learned by Employee during
the course of his employment with Action.
5. Employee, on behalf of himself and his dependents, heirs,
executors, administators, assigns and successors, and each of
them, hereby fully releases and discharges Action, its
affiliates, subsidiaries, divisions and related companies, and
the officers, directors, employees, agents, and predecessors,
successors and assigns of each entity from any and all claims,
causes of action, suits, debts, wages, demands, rights, liens,
agreements and contracts whatsoever (except for Action's
obligations under this Agreement), particularly any claims
relating to or concerning the employment relationship or
Employee's separation from employment with Action, whether
under federal, state or local law or common law principles of
similar effect, whether in law or in equity, and whether know
or unknown, which Employee may have had or may now have
against Action, including, but not limited to: any and all
claims based upon the breach of any implied covenant of good
faith and fair dealing, age discrimination (under the Age
Discrimination in Employment Act of 1967 or other comparable
laws), handicap discrimination, racial discrimination, sexual
discrimination, wrongful discharge, the breach of any
employment contracts (express or implied, oral or written),
defamation, fraud, misrepresentation and negligence.
6. Employee and Action agree not to disclose the terms of this
Agreement to anyone, except as set forth below:
a. Employee may discuss the Agreement with members of his
immediate family, provided each member agrees in advance
not to discuss it with anyone outside the immediate
family. Employee is advised to discuss this Agreement
with a lawyer before executing it.
b. Action shall be permitted to discuss this Agreement with
only those individuals necessarily involved in this
7. Employee shall have [21 DAYS IN THE CASE OF AN ISOLATED
SEPARATION] [45 DAYS IN THE CASE OF A GROUP SEPARATION] from
the above date to consider this Agreement fully and to discuss
it with this attorney before signing it. Further, Employee
shall be entitled to revoke this Agreement within 7 days after
signing it. Accordingly, severance payments shall begin no
sooner than the eighth day following Employee's execution of
By signing this Agreement, Employee acknowledges and certifies
that his execution of the Agreement is a knowing and voluntary
act, which will permanently and irrevocably sever his
employment relationship with Action and preclude any later
action against Action, other than to enforce its terms.
8. Employee and Action acknowledge and agree that this Agreement
is not and shall not be construed to be an admission that
either has acted wrongfully, in violation of any federal,
state or local laws or inconsistently with any duty owed.
9. Each provision of this Agreement is intended to be severable.
If any term or provision is held to be invalid, void or
unenforceable by a court or tribunal of competent jurisdiction
for any reason whatsovever, the ruling shall not affect the
validity of the remainder of this Agreement.
10. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
Signed, with the intent to be legally bound,
---------------------- ACTION INDUSTRIES, INC.