RESIGNATION AGREEMENT

THIS RESIGNATION AGREEMENT (this Agreement) is made, entered into, and effective as of November 20, 2006, by and between Apogee Enterprises, Inc., a Minnesota corporation (the Company), and Michael B. Clauer, a resident of the State of Illinois (the Executive).

WITNESSETH:

WHEREAS, Executive is currently employed as Executive Vice President of the Company;

WHEREAS, Executive has notified the Company that he intends to voluntarily resign as Executive Vice President and as an employee of the Company, effective as of December 31, 2006 (the Resignation Date);

WHEREAS, the Company agrees to Executives voluntary resignation as of the Resignation Date;

WHEREAS, effective on the Resignation Date, Executive agrees to voluntarily resign as Executive Vice President and as an employee of the Company, and from any and all offices of the Company, and any other position, office, or directorship of any other entity for which Executive is then serving at the request of the Company; and

WHEREAS, the Company and Executive desire to set forth the payments and benefits that Executive will be entitled to receive from the Company in connection with his voluntary resignation from employment with the Company; and

WHEREAS, the Company and Executive wish to resolve, settle, and/or compromise certain matters, claims, and issues between them, including, without limitation, Executives voluntary resignation from the offices he holds and from his employment with the Company.

NOW, THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Company and Executive hereby agree as follows:

1. Voluntary Resignation. Executive hereby resigns voluntarily, effective on the Resignation Date, his employment with the Company and its subsidiaries and related or affiliated companies, and his position as Executive Vice President of the Company. Executive further resigns, effective on the Resignation Date, (a) from all offices of the Company to which he has been elected by the Board of Directors of the Company (or to which he has otherwise been appointed), (b) from all offices of any entity that is a subsidiary of, or is otherwise related to or affiliated with, the Company, (c) from all administrative, fiduciary, or other positions he may hold with respect to arrangements or plans for, of, or relating to the Company, and (d) from any other directorship, office, or position of any corporation, partnership, joint venture, trust, or other enterprise (each, an Other Entity) insofar as Executive is serving in the directorship, office, or position of the Other Entity at the request of the Company. The Company hereby consents to and accepts said voluntary resignations effective as of the Resignation Date.

2. Payments and Benefits. As consideration for Executives promises and obligations under this Agreement, including, but not limited to, Executives release of any and all claims against the Company as provided in paragraph 4, the Company agrees as follows:

a. Separation Payment. As separation pay, the Company shall pay Executive an amount equal to Five Hundred Fifty-Six Thousand Eight Hundred Dollars ($556,800) (the Separation Pay). The Separation Pay shall be paid as follows: (i) for the period of time commencing on January 1, 2007, and terminating on June 30, 2007, the Company shall pay to Executive One Hundred Eighty Five Thousand and Six Hundred Twenty-Four Dollars ($185,624) in one (1) lump sum payment on July 3, 2007; and (ii) thereafter, from July 1, 2007 through June 30 2008, the Company shall pay to Executive 26 bi-weekly installments of Fourteen Thousand Two Hundred Seventy Six Dollars ($14,276) on the Companys regularly scheduled pay days; provided the Executive has returned to the Company the General Release attached hereto as Exhibit A, which has been executed as of the Resignation Date or a later date (the Executed General Release).

b. COBRA Payment. The Company shall pay to Executive an amount equal to Nineteen Thousand Four Hundred Sixty Dollars and Three Cents ($19,460.03) to compensate him for COBRA payments. This amount shall be paid to Executive in one (1) lump sum payable within thirty (30) days after Executive has returned to the Company the Executed General Release.

c. Automobile Allowance. During his employment with the Company, Executive received a biweekly automobile allowance. The Company shall pay Executive Nine Thousand Seven Hundred Forty-Four Dollars ($9,744), an amount equal to twenty-six (26) biweekly automobile allowance payments, in one (1) lump sum payable within thirty (30) days after Executive has returned to the Company the Executed General Release.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC