Separation and Release Agreement between ADVO, Inc. and B. Kabe Woods (January 29, 2004)

Summary

This agreement outlines the terms under which B. Kabe Woods will leave employment with ADVO, Inc. Woods will remain on active payroll until February 29, 2004, then on inactive pay status with certain benefits until February 28, 2005, unless he finds other employment. In exchange for these severance benefits, Woods releases ADVO from any employment-related claims and agrees to confidentiality and non-disparagement terms. The agreement also details the return of company property, COBRA rights, and the process for acceptance and revocation of the agreement.

EX-10.B 5 y94036exv10wb.txt AGREEMENT WITH B. KABE WOODS Exhibit 10(b) January 29, 2004 Mr. B. Kabe Woods (address intentionally omitted) Dear Kabe, This letter reflects our mutual agreement regarding your leaving employment with ADVO, Inc. We have agreed as follows: 1. If you sign and return this Agreement, you will be entitled to the following severance benefits. - You will be retained on the active payroll through February 29, 2004 to provide any transitional services as requested by ADVO, Inc. - Your inactive pay status shall begin on March 1, 2004 and continue until February 28, 2005, unless you find other employment. During this period, medical, dental and life insurance will continue. All other fringe benefits will cease as of March 1, 2004. - In accordance with plan provisions, you will not be eligible for bonus for fiscal 2004 or for any subsequent years. - You will no longer be eligible to receive any grants of options. You will continue to vest all stock options already granted, according to their terms, as long as you remain on inactive pay status. After you leave such status, you will no longer vest any options and you will have three (3) months within which to exercise any vested options. 2. If you obtain employment during your inactive pay status, you are required to notify ADVO, Inc. immediately. At such time, you will be paid in a lump sum payment the balance of the amounts unpaid under paragraph 1 above, less necessary withholdings. All benefits shall cease at that time. 3. At the end of the transitional period, you will return to ADVO, Inc. company credit cards, and all other company property in your possession. 4. After your inactive pay status ends, ADVO, Inc. will not contest on the basis of termination, any application which you make for unemployment compensation at the appropriate agency as long as all other aspects of the application are accurate. 5. Soon after your inactive pay period, you will receive notification of your right under COBRA legislation to elect continuation of group coverage under the Company's medical and/or dental plans. You will have up to thirty-one (31) days to convert your group basic and universal life insurance to an individual policy basis. You will receive the written COBRA notice from the Corporate Benefits Department. Please direct any questions about details regarding these privileges to them at ###-###-####. 6. In consideration for the extra benefits and payments described in this letter, which are in addition to those to which you are contractually entitled, you hereby release, and forever discharge ADVO, Inc., its subsidiaries and affiliated corporations, and all of their past, present, and future directors, officers, agents, employees, and stockholders, and their respective successors, assigns, and legal representatives, of and from all claims of any kind, known or unknown, which you now have or ever had against them or any of them, including, without limitation claims relating to your employment by them or any of them and claims relating to the cessation of that employment, including, by way of example only, claims for wrongful discharge, breach of contract or other common law claims, or under any Federal, State or local statute or regulation including, but not limited to, Title VII of the Civil Rights Act of 1964 as Amended, 42 U.S.C. 2000e et. seq.; the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. 1001 et. seq.; the Age Discrimination in Employment Act as amended: 29 U.S.C. 621 et seq. and the Civil Rights Act of 1991, and any claims for attorney's fees, expenses, or costs of litigation. However, this release shall not apply to any claims arising after the date of your signing of this letter, nor shall it apply to any claims by you to enforce the provisions of this letter. 7. Also in consideration for the extra benefits and payments described in this letter, you promise not to disparage or otherwise reflect negatively upon the Company, its personnel or its business practices. You also promise not to disclose the terms of this agreement to any other person or entity except for the tax authorities, and your immediately family, accountants and attorneys, each of whom you will advise of the confidential nature of this Agreement. Any violation of this provision shall be a material breach of this agreement and will be grounds for its unilateral termination by the Company. 8. ADVO agrees not to disparage or reflect negatively upon you and your service with ADVO. All job reference requests should be directed to Gary Mulloy or Ed Harless, and all responses shall be positive. 9. This agreement supersedes all other agreements or understandings, written or oral that you have with ADVO. 10. You acknowledge that you have read this agreement carefully and fully understand its terms. BY THIS LETTER, YOU ARE BEING ADVISED TO SEEK COUNSEL AND, BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO DO SO, AND ARE EXECUTING THIS AGREEMENT VOLUNTARILY AND KNOWINGLY. 11. Please signify your acceptance of this agreement by signing and returning a copy to me. You have up to twenty-one (21) days to sign this agreement and return it to me. Thereafter, you may revoke your acceptance by sending me notice in writing within seven (7) days after you sign this letter. This letter will become a legally binding document only if the seven (7) day revocation period passes and you have not revoked your agreement as described in the preceding sentence. I will serve as your point of contact regarding all provisions of this agreement, including without limitation, medical benefits and expenses to assure timely and prompt payment to you. If you have any questions about this letter, please discuss them with me promptly. Sincerely, /s/ EDWIN HARLESS - --------------------- Edwin L. Harless Agreed and accepted this 29 of January, 2004 /s/ B. KABE WOODS ----------------- B. Kabe Woods