Severance Agreement - Maytag C

Severance Agreement - Maytag Corp. and Carole Uhrich(Jan 24, 2001)

December 7, 2000
                      HAND DELIVERED ON DECEMBER 7, 2000
                      ----------------------------------
                          AMENDED 1/22/01 AND 1/24/01
                          ---------------------------
                          (cross-through = omissions)
                            (underline = additions)
                                             
Ms. Carole Uhrich
Dear Carole:
As you and Len Hadley have discussed, your position as Executive Vice President
and President of Home Solutions is eliminated effective December 7, 2000. This
letter will outline the options and benefits available to you based on your last
day of employment, December 31, 2000, (the "Separation Date").
I.   You will receive the following items:
     1.   A lump sum payment in the amount of $750,000, subject to normal
          withholding, which represents eighteen (18) months' salary, payable
          after December 31, 2000, per your employee agreement.
     2.   A lump sum payout, less withholding, of your 2000 Incentive
          Compensation Plan (bonus) in February 2001, at whatever level is
          achieved by the Corporation and considering your target level.
     3.   Vacation pay (less applicable withholding) based on accrued, but
          unused, vacation hours as of the Separation Date, payable after the
          Separation Date.
     4.   The opportunity to request disbursement of all sums from the Maytag
          Corporation Salary Savings Plan, the Employee Stock Ownership Plan,
          the Employee Stock Purchase Plan, the Maytag Deferred Compensation
          Plan, or other similar plans as applicable under the particular plan
          requirements and your employee agreement. Review these Plans carefully
          to determine applicable deadlines. This separation does not qualify as
          a retirement unless you are eligible to and elect to commence payments
          from the Maytag Corporation Employees Retirement Plan. You have no
                                                                 -----------
          vested stock options under the Maytag Corporation Employee Stock
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          Incentive Plan.
          ---------------
     5.   The opportunity to continue health care coverage under COBRA
          (including medical, dental, vision, and prescription drugs, if
          applicable). You will receive a separate letter on your COBRA options.
     6.   A one-time pension benefit in the amount of $60,000, less withholding,
                                                      -------                   
          per your employment agreement, payable according to paragraph II.7.
                                                 --------------------------- 

 
Ms. Carole Uhrich
Page 2
December 7, 2000
                          AMENDED 1/22/01 AND 1/24/01
                          ---------------------------
II.  Provided you sign a Separation Agreement and Release which will be
     forwarded to you shortly and return it to me by February 1, 2001, and you
     do not revoke your decision within seven (7) days (the "Revocation Period")
     after our receipt of that document, you will receive the following enhanced
     Separation Benefits.
     1.   Maytag will pay you a lump sum payment of 130% of the difference in
          your COBRA coverage cost and your current employee contribution for
          eighteen (18) months, less withholding. You may use these monies to
          purchase COBRA continuation coverage or not, at your option. It is
          your responsibility, however, to apply for COBRA, if you elect to do
          so, by making the necessary notifications to the Benefits Department
          and paying the appropriate premiums. Information will be contained in
          a letter you will receive from Benefits after your Separation Date
          about how to elect COBRA coverage.
     2.   A lump sum payment of $300,000, payable in January 2001, subject to
          normal tax withholding, in lieu of any proration of long-term
          incentives and all other financial considerations.
     3.   Executive Appliances - You may keep any appliances you acquired under
          the Executive Appliance Test Program at no charge.
     4.   You will be entitled to receive the executive tax preparation service
          from a provider of your choice at Maytag's expense for the year 2000,
               -------------------------
          up to a maximum of $2,000. The value of this service will be
          considered taxable income to you.
     5.   You will be entitled to receive financial planning services according
          to Maytag's Financial Planning Program up to a maximum of $7,000
          during 2001. The value of this service will be considered taxable
          income to you.
     6.   Outplacement, consulting and/or attorney's services of your choice at
                        ----------------------------                           
          Maytag's expense, not to exceed $85,000. Maytag will pay the provider
          directly. You must initiate these services by March 1, 2001.
     7.   Lump sum payments will be made within ten (10) days after the seven 
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          (7) day Revocation Period expires.
          ---------------------------------
These enhanced benefits are also contingent upon a letter of resignation of all
your offices and appointments, including all director positions for Maytag
subsidiaries.  You will continue to serve on Maytag's Corporate Board of
               ---------------------------------------------------------
Directors.
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Any rights under a Change of Control Agreement will cease as of your last day of
active employment, December 7, 2000. By signing the Separation Agreement and
Release, you agree to this provision.
Please note the enclosed copy of your signed Confidentiality and Intellectual
Property Rights Agreement. This Agreement continues in effect even after your
employment ends at Maytag.

 
Ms. Carole Uhrich
Page 3
December 7, 2000      
                          AMENDED 1/22/01 AND 1/24/01
                          ---------------------------
Carole, we trust you will agree with this proposal to provide you with enhanced
benefits not otherwise available. If so, please sign and return the Separation
Agreement to me on or before February 1, 2001, the date on which this offer will
expire if not accepted by you.
Should you have any questions, please let me know.
Sincerely,
JON:jb
Enclosures:  Confidentiality and Intellectual Property Rights Agreement
             Separation Agreement & Release (amended) with attachments
             ---------------------------------------------------------

 
                        SEPARATION AGREEMENT & RELEASE
MUST BE RECEIVED BY J. O. NICHOLAS, HUMAN RESOURCES DEPARTMENT, ON OR BEFORE
FEBRUARY 1, 2001, by 4:30 p.m. C.S.T.
                                   TO BE COMPLETED BY J. O. Nicholas Only
 
                                   RECEIVED _____________________________
                                            Date          Initials
In consideration for the Separation Benefits described in Section II of the
letter to me dated December 7, 2000, (amended 1/22/01) from Jon Nicholas (and
                                      ---------------                        
attached to this Agreement)  I, Carole Uhrich, voluntarily agree as follows:
1.   I, on behalf of myself, heirs, administrators, assigns and successors,
     release the Parties Released (as defined in paragraph 4) from any and all
     liability whatsoever for all claims, demands, and causes of action of every
     nature affecting me, which I may have or ever claim to have arising out of
     my employment by Maytag Appliances, Maytag Corporation, its divisions,
     companies and subsidiaries (collectively referred to as the "Company")
     including, but not limited to my recruitment, selection, retention, payment
     of compensation, employee benefits or retirement, with the exception of:
          (a)  My rights under the Maytag Corporation Employees Retirement Plan
               and Salary Savings Plan (including E.S.O.P.), which have accrued
               through the end of my employment with the Company; and
          (b)  My rights under the Maytag Corporation Deferred Compensation
               Plan, according to the terms of the Plan.
          (c)  Any rights to defense of or indemnification against third party
               claims (including third party claims such as shareholder
               derivative actions which are nominally treated as claims by the
               Company) to which I am, may or, except for this Agreement, would
               be entitled by law, the Company's Articles of Incorporation or
               any existing insurance agreement, and I agree to cooperate with
               the Company in the defense of any such claims.
          (d)  Rights or claims that arise after the date this Separation
               Agreement and Release (Separation Agreement) is signed or rights
               that cannot be waived by law.
 
2.   Without limiting the generality of Section 1, I  release the Parties
     Released from all claims, demands, and causes of action which were or could
     have been asserted under any legal theory, statute or common law
     whatsoever, including, but not limited to, breach of any express or implied
     contract (whether intentional or otherwise); tort (whether negligent,
     reckless, intentional

 
     or otherwise); violation of public policy; violation of any federal, state
     or local law, regulation or ordinance (including, but not limited to, the
     Civil Rights Acts of 1866, 1870, and 1871, as amended; the Civil Rights Act
     of 1964, as amended; the Americans with Disabilities Act of 1990, as
     amended; the Employee Retirement Income Security Act of 1974, as amended;
     the Worker Adjustment and Retraining Notification Act of 1988, as amended;
     the Family and Medical Leave Act of 1993, as amended; all state and local
     civil rights or other employment-related laws of Iowa, the state and local
     civil rights laws of Maytag Corporation headquarters; and any other United
     States federal, state or local laws.
3.   Without limiting the generality of Section 1, I also release the Parties
     Released from all claims, demands, and causes of action which could have
     been asserted under the Age Discrimination in Employment Act of 1967, as
     amended.
4.   The Parties Released are the Company;  its predecessors,  successors,
     divisions, subsidiaries, affiliates, and parent corporations; the insurers,
     administrators, trustees and fiduciaries of any employee benefit plan
     maintained by or on behalf of any of the foregoing; the officers,
     directors, employees and agents of any of the foregoing; and all other
     persons, firms and corporations.
5.   I agree never to sue any of the Parties Released and I understand and agree
     that I am waiving my right to all relief based on any claim of any type
     whatsoever arising out of or related to my employment or separation from
     employment with the Parties Released.  If any claim is made by me or
     someone on my behalf with a state, federal or local civil rights agency
     such as the EEOC, I agree to indemnify the Parties Released for any monies
     I (or the EEOC on my behalf) receive.
6.   I further acknowledge and agree in the event that I breach any part of this
     Separation Agreement:  (a) the Parties Released will be entitled to apply
     for and receive an injunction to restrain any violation; (b) I will receive
     no Separation Benefits;  (c) I will be obligated to pay to the Parties
     Released its costs and expenses in enforcing this Separation  Agreement and
     defending against such lawsuit (including court costs, expenses, and
     reasonable legal fees), and (d) I will be obligated upon demand to repay to
     the Parties Released all but $100.00 of the Separation  Benefits paid to
     me, and the foregoing will not affect the validity of this Separation
     Agreement.
7.   This Release extends to any claims which I may have against the Parties
     Released for attorney's fees, expenses and court costs (if any).  I
     acknowledge that I am solely responsible for paying my attorney's fees,
     expenses and court costs (if any).
8.   This Release extends to all claims which I do not  know or suspect to exist
     in my favor and which, if known at the time of executing this Release, may
     have materially affected this settlement with the Parties Released.
9.   I have been given a list of job titles and ages of individuals in the
     organizational unit who are eligible for a Separation Benefit, as well as a
     list of ages of individuals who were not eligible.
                              B.  CONFIDENTIALITY
As additional consideration for the benefits which I will receive in accordance
with the terms and conditions of this agreement, I agree to not disclose, use,
publish, or authorize anyone else to disclose, use or publish, any confidential
or secret technical or non-technical business information pertaining to the
Company, including any of their operations, without the express written consent
of the Company.

 
I further agree to immediately return to Maytag Corporation, unless otherwise
agreed in writing, all confidential information and documents in whatever media
or form in my possession or under my control.  Confidential Information
includes, but is not limited to, short and long-range plans, product design and
development plans, pricing and marketing strategies, promotional programs,
manufacturing equipment and processes, sales and distribution networks,
organization structure and personnel, and proprietary or confidential
information of third parties which is protected by non-disclosure agreements
between the Company or its operations and any third party.
I further agree that the terms and provisions of this Agreement are
confidential, as well as the circumstances and discussion  leading to this
Agreement, and shall not be communicated in any manner to any person except to
my spouse, attorney, tax advisor(s) or as required by court order.  My spouse
and tax advisor  will be advised that these matters are confidential as well.
                                C.  NON-COMPETE
Because I am privy to the foregoing Confidential Information and as additional
consideration for the receipt of the Separation Benefits described in the
Letter, I agree to not work as an employee, contractor, consultant, or otherwise
for any competing home or commercial appliance manufacturer before the end of
two years from the date this agreement is signed in any capacity similar to my
employment with Maytag, unless the Company consents to such work in writing,
which consent will not be unreasonably withheld.
                                D.  CONCLUSION
1.   This Agreement shall be subject to the substantive laws (without regard to
     the conflicts of laws provision) of the State of Iowa.   In case any
     portion of this Agreement shall be held to be invalid or unenforceable, the
     same are intended to be severable, shall be construed to be severable, and
     any such invalidity or unenforceability shall neither defeat nor impair the
     remaining provisions of this Agreement.
2.   I agree that neither the existence of this Separation Agreement nor
     anything contained in this Agreement shall constitute an admission of any
     liability on the part of the Parties Released; any and all such liability
     is expressly denied.
3.   I HAVE BEEN GIVEN A PERIOD OF FORTY-FIVE (45) DAYS WITHIN WHICH TO CONSIDER
     THIS AGREEMENT.  I UNDERSTAND THAT I CAN REVOKE THIS AGREEMENT IN WRITING
     ANY TIME WITHIN SEVEN (7) CALENDAR DAYS OF ITS RECEIPT BY THE COMPANY'S
     HUMAN RESOURCE DEPARTMENT.   WRITTEN NOTICE OF REVOCATION MUST BE RECEIVED
     BY THE COMPANY'S  HUMAN RESOURCES DEPARTMENT  WITHIN THE SEVEN (7) CALENDAR
     DAY PERIOD.  IF I DO NOT REVOKE THIS AGREEMENT IT WILL BE EFFECTIVE AFTER
     THE SEVEN (7) DAY PERIOD HAS EXPIRED.
4.   I AGREE THAT NO REPRESENTATION OF ANY FACT OR OPINION HAS BEEN MADE BY THE
     PARTIES RELEASED TO INDUCE THIS AGREEMENT AND I AGREE THAT THE PARTIES
     RELEASED HAVE MADE NO ADMISSIONS OF LIABILITY OF ANY SORT.

 
5.   I HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS, AND FREELY AND
     VOLUNTARILY SIGN IT.  NO ONE HAS MADE ANY PROMISES OR REPRESENTATIONS TO ME
     OTHER THAN WHAT IS REFERENCED IN THIS AGREEMENT.
THIS AGREEMENT INCLUDES A RELEASE.  THE COMPANY ADVISES YOU TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT.
                                   Signed this ______ day of _______, 2001
 
                                   ____________________________________
                                              Carole Uhrich
 
Attachment:  Letter from Jon Nicholas dated December 7, 2000 (Amended 1/22/01)
                                                              --------------- 
             Attachment 1
             Letter amended 1/24/01