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Agreement and General Release
Agreement and General Release (18K)
Doc #253018: Click preview link for longer preview.
AGREEMENT AND GENERAL RELEASE
This Agreement and General Release (the "Agreement") is made and
entered into as of the 5th day of September, 2000, by and between Champion
Enterprises, Inc. a Michigan corporation whose address is 2701 Cambridge Court,
Suite 300, Auburn Hills, Michigan, 48326, and its subsidiaries, affiliates, and
related entities, and any divisions thereof (together, the "Employer") and
Joseph H. Stegmayer (the "Employee").
WHEREAS, Employee has been employed by Employer, and Employee has
elected to conclude such employment on or about September 5, 2000; and
WHEREAS, Employee voluntarily and with full knowledge of Employee's
rights and the provisions herein, now desires to waive Employee's rights and to
settle, compromise, and dispose of any claims that Employee has or might have
against Employer (or its affiliates) as set forth herein upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and other valuable consideration, it is hereby covenanted and
agreed as follows:
1. Releases.
(a) Employee (for Employee and Employee's family, heirs, executors,
administrators, personal representatives, legal representatives,
successors and assigns), hereby forever and fully releases,
acquits, and discharges Employer together with all of the
officers, directors, agents, employees, successors or assigns of
Employer, of and from any and all claims, causes of action,
agreements, or any other liability of any nature whatsoever,
whether known or unknown, foreseen or unforeseen, arising out of
any matter or event occurring on or prior to the date hereof,
including, but not limited to, claims related in any way to
employment, wrongful discharge, negligent or intentional
infliction of emotional distress, defamation, age discrimination
or any other form of discrimination, breach of contract, claims
for unused vacation pay, or any and all other claims of any nature
arising out of or in any way relating to any employment agreement
that Employee has had with the Employer (including claims for any
payments now or hereafter owed under any such employment
agreement), any other contract or agreement between Employee and
Employer, or Employee's employment with the Employer or conclusion
thereof, including any and all claims under any federal, state or
local laws, regulations, rules or ordinances, including any claims
under the Age Discrimination in Employment Act of 1967 (as
amended), claims for any other benefit, or for violation of the
Employee Retirement Income Security Act of 1974 (as amended).
Employer and Employee recognize and agree that this release does
not prejudice (i) Employee's rights as a shareholder of Employer,
(ii) any rights of Employee under the Champion Enterprises, Inc.
253018
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Fleetwood
As referenced in this Agreement and General Release:
Fleetwood Enterprises, – 2001 but
only as to the following six companies (or their affiliates or successors):
American Homestar Corporation, Cavalier Homes, Inc. Clayton Homes, Inc.,
Fleetwood Enterprises, Inc., Oakwood Homes Corporation, or Palm Harbor Homes,
Inc. Without limiting the foregoing, Employee agrees that during that same
period, he shall
_____________
dt 220642
;
Cavalier Homes
As referenced in this Agreement and General Release:
Cavalier Homes, – force and effect until January 1, 2001 but
only as to the following six companies (or their affiliates or successors):
American Homestar Corporation, Cavalier Homes, Inc. Clayton Homes, Inc.,
Fleetwood Enterprises, Inc., Oakwood Homes Corporation, or Palm Harbor Homes,
Inc. Without limiting the foregoing, Employee agrees that
_____________
dt 95240
;
|
Champion
As referenced in this Agreement and General Release:
Champion
Enterprises, – This Agreement and General Release (the "Agreement") is made and
entered into as of the 5th day of September, 2000, by and between Champion
Enterprises, Inc. a Michigan corporation whose address is 2701 Cambridge Court,
Suite 300, Auburn Hills, Michigan, 48326, and its subsidiaries, affiliates, and
related
_____________
Champion Enterprises, – agree that this release does
not prejudice (i) Employee's rights as a shareholder of Employer,
(ii) any rights of Employee under the Champion Enterprises, Inc.
1
{PAGE} 2
Deferred Compensation Plan and the Champion Enterprises, Inc.
Corporate Officer Stock Purchase Plan, (iii) any rights of
Employee (
_____________
Champion Enterprises, – as a shareholder of Employer,
(ii) any rights of Employee under the Champion Enterprises, Inc.
1
{PAGE} 2
Deferred Compensation Plan and the Champion Enterprises, Inc.
Corporate Officer Stock Purchase Plan, (iii) any rights of
Employee (through the date of conclusion of employment) to salary
and benefits
_____________
Champion Enterprises, – ii) the January 12, 1998 Non-Qualified Stock Option
Agreement between the parties, (iii) the September 10, 1998 Stock Option
Agreement under the Champion Enterprises, Inc. 1995 Stock Option and Incentive
Plan, and (iv) the January 12, 1998 Champion Enterprises, Inc. Change in Control
Severance Agreement, as
_____________
Champion Enterprises, – September 10, 1998 Stock Option
Agreement under the Champion Enterprises, Inc. 1995 Stock Option and Incentive
Plan, and (iv) the January 12, 1998 Champion Enterprises, Inc. Change in Control
Severance Agreement, as amended February 18, 1999.
9. Proprietary Information and Confidentiality. Employee acknowledges
that under the Employment
_____________
dt 95382
;
Oakwood Homes
As referenced in this Agreement and General Release:
Oakwood Homes – as to the following six companies (or their affiliates or successors):
American Homestar Corporation, Cavalier Homes, Inc. Clayton Homes, Inc.,
Fleetwood Enterprises, Inc., Oakwood Homes Corporation, or Palm Harbor Homes,
Inc. Without limiting the foregoing, Employee agrees that during that same
period, he shall not personally, directly or
_____________
dt 97628
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| Full Doc
| 2005 | | |
 Citigroup
As referenced in this Agreement as to Joint Filing of Schedule 13G:
CITIGROUP INC – MANAGEMENT LLC
By: /s/ Thomas C. Mandia
--------------------------------------------
Name: Thomas C. Mandia
Title: Secretary
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ David C. Goldberg
--------------------------------------------
Name: David C. Goldberg
Title: Assistant Secretary
CITIGROUP INC .
By: /s/ David C. Goldberg
--------------------------------------------
Name: David C. Goldberg
Title: Assistant Secretary
{/TEXT}
{/DOCUMENT}
_____________
dt 1014766
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| Full Doc
| 2004 | | |
Citigroup
As referenced in this Agreement as to Joint Filing of Schedule 13G:
CITIGROUP INC – MANAGEMENT LLC
By: /s/ Thomas C. Mandia
--------------------------------------------
Name: Thomas C. Mandia
Title: Secretary
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ David C. Goldberg
--------------------------------------------
Name: David C. Goldberg
Title: Assistant Secretary
CITIGROUP INC .
By: /s/ David C. Goldberg
--------------------------------------------
Name: David C. Goldberg
Title: Assistant Secretary
{/TEXT}
{/DOCUMENT}
_____________
dt 1014767
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| Full Doc
| 2004 | | |
Citigroup
As referenced in this Agreement as to Joint Filing of Schedule 13G:
CITIGROUP INC – MANAGEMENT LLC
By: /s/ Thomas C. Mandia
--------------------------------------------
Name: Thomas C. Mandia
Title: Secretary
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Joseph B. Wollard
--------------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP INC .
By: /s/ Joseph B. Wollard
--------------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
{/TEXT}
{/DOCUMENT}
_____________
dt 1014768
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| Full Doc
| 2003 | | |
Citigroup
As referenced in this Agreement as to Joint Filing of Schedule 13G:
CITIGROUP INC – MANAGEMENT LLC
By: /s/ Christina T. Sydor
--------------------------------------------
Name: Christina T. Sydor
Title: Secretary
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Joseph B. Wollard
--------------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP INC .
By: /s/ Serena D. Moe
--------------------------------------------
Name: Serena D. Moe
Title: Assistant Secretary
{/TEXT}
{/DOCUMENT}
_____________
dt 1014769
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| Full Doc
| 2003 | | |
Citigroup
As referenced in this Agreement as to Joint Filing of Schedule 13G:
CITIGROUP INC – MANAGEMENT LLC
By: /s/ Christina T. Sydor
--------------------------------------------
Name: Christina T. Sydor
Title: Secretary
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Joseph B. Wollard
--------------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP INC .
By: /s/ Serena D. Moe
--------------------------------------------
Name: Serena D. Moe
Title: Assistant Secretary
{/TEXT}
{/DOCUMENT}
_____________
dt 1014770
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| Full Doc
| 2003 | | |
Citigroup
As referenced in this Agreement as to Joint Filing of Schedule 13G:
CITIGROUP INC – MANAGEMENT LLC
By: /s/ Christina T. Sydor
--------------------------------------------
Name: Christina T. Sydor
Title: Secretary
SALOMON SMITH BARNEY HOLDINGS INC.
By: /s/ Joseph B. Wollard
--------------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP INC .
By: /s/ Joseph B. Wollard
--------------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
{/TEXT}
{/DOCUMENT}
_____________
dt 1014771
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| Full Doc
| 2008 |
Articles of Incorporation
Articles of Incorporation (5K)
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3674318
| | |
| Full Doc
| 2008 |
Articles of Incorporation
Articles of Incorporation (4K)
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3674320
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| 2008 |
Articles of Incorporation
Articles of Incorporation (5K)
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3674322
| | |
Preview
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| 2005 |
Asset Purchase Agreement
Asset Purchase Agreement (207K)
Doc #1054808: Click preview link for longer preview.
Exhibit 2.1
ASSET PURCHASE AGREEMENT
By and
among
Fleetwood
Enterprises, Inc.,
Fleetwood Retail Corp. and
Fleetwood Retail Corp. Affiliates
and
CMH
Homes, Inc. and CMH of KY., Inc.
as of July 7,
2005
1054808
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Fleetwood
As referenced in this Asset Purchase Agreement:
Fleetwood
Enterprises, Inc – Fleetwood Enterprises Inc
EX-2.1
2
a05-12093_1ex2d1.htm
EX-2.1
Exhibit 2.1
ASSET PURCHASE AGREEMENT
By and
among
Fleetwood
Enterprises, Inc .,
Fleetwood Retail Corp. and
Fleetwood Retail Corp. Affiliates
and
CMH
Homes, Inc. and CMH of KY., Inc.
as of July 7,
2005
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE
_____________
Fleetwood Enterprises, Inc – corporation (“CMH”), CMH of KY., Inc.,
a Kentucky corporation (“CMH of KY” and, collectively with CMH, “Buyers” and
each individually, a “Buyer”), Fleetwood Enterprises, Inc ., a Delaware
corporation (“Parent”), Fleetwood Retail Corp., a Delaware corporation (“FRC”),
and the FRC Affiliates listed on the Disclosure Schedule (the “Seller Affiliates”
_____________
Fleetwood Enterprises, Inc – name or title) designated below (or to such other
address or facsimile number or person as a party may designate by notice to the
other parties):
56
Parent and Sellers:
Fleetwood Enterprises, Inc .
3125 Myers Street
Riverside, California 92503
Attention: Leonard J. McGill, Esq.
Senior Vice President, General
Counsel and Secretary
Fax no.: (951) 977-2097
with a copy to:
Nelson Mullins
_____________
FLEETWOOD ENTERPRISES, INC – be deemed to be their original signatures for all purposes.
61
IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written
above.
CMH HOMES, INC.
FLEETWOOD ENTERPRISES, INC .
By:
/s/ David M. Booth
By:
/s/ Leonard J. McGill
David M. Booth, President
Leonard J. McGill, Senior Vice
President, General Counsel and
Secretary
CMH OF KY., INC.
FLEETWOOD
_____________
Fleetwood
Enterprises, Inc – Homes”),
CMH of KY., Inc., a Kentucky corporation (“CMH of KY” and, collectively
with CMH Homes, “Buyers” and each individually, a “Buyer”), and Fleetwood
Enterprises, Inc ., a Delaware corporation (“FEI”).
WITNESSETH:
WHEREAS, Buyers,
FEI, and certain subsidiaries of FEI (“Sellers”), have entered into an Asset
Purchase Agreement dated as
of ,
2005, (
_____________
dt 1490972
;
Lehman Brothers
As referenced in this Asset Purchase Agreement:
Lehman Brothers, Inc – thereof will be subject
to any liability to Buyers or any other Person resulting from the distribution
to Buyers, or Buyers’ use of, the confidential Memorandum
48
prepared by
Lehman Brothers, Inc . dated April 2005, relating to the FRC Business
or any document or material made available to Buyers in certain “data rooms,”
management presentations or any other form
_____________
dt 1512400
;
|
 Nelson Mullins
As referenced in this Asset Purchase Agreement:
Nelson Mullins – 160; Closing. The
purchase and sale provided for in this Agreement (the “Closing”) will take
place at the offices of Nelson Mullins Riley & Scarborough, LLP at 999
Peachtree Street, N.E., Suite 1400, Atlanta, GA 30309, commencing at 10:00 a.m.
(local time) on the latest of (a) August
_____________
Nelson Mullins – Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
Attention: Leonard J. McGill, Esq.
Senior Vice President, General
Counsel and Secretary
Fax no.: (951) 977-2097
with a copy to:
Nelson Mullins Riley &
Scarborough, L.L.P.
151 Meeting Street, Suite 600
Charleston, South Carolina 29401-2239
Attention: Michael D. Bryan, Esq.
Fax no.: (843) 720-4349
CMH Homes, Inc.
_____________
Nelson Mullins – Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
Attention: Leonard J. McGill, Esq.
Senior Vice President, General Counsel and
Secretary
Fax no.: (951) 977-2097
with a copy to:
Nelson Mullins Riley & Scarborough,
L.L.P.
151 Meeting Street, Suite 600
Charleston, South Carolina 29401-2239
Attention:
Michael D. Bryan, Esq.
Fax no.: (843) 720-4349
Buyers:
CMH Homes,
_____________
dt 1379439
|
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