EXHIBIT 10.1
1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (“Agreement”) is made by and between Brian S.
Cooper (“Employee”) and Federal Signal Corporation (“Company”). The signatories to this Agreement
are referred to jointly as the “Parties” and individually as a “Party.”
WHEREAS, Employee’s employment with Company ended on March 21, 2017 (the “Separation
Date”), thereby discontinuing the employment relationship between Employee and Company on the
Separation Date;
WHEREAS, in recognition of Employee’s service and pursuant to the terms of the Federal Signal
Corporation Executive General Severance Plan, as amended and restated August 2012 (the “Severance
Plan”), Company desires to provide Employee with certain consideration in exchange for Employee’s
promises contained herein; and
WHEREAS, without either Party admitting or conceding liability or wrongdoing of any kind, the
Parties mutually wish to compromise, resolve, and settle all possible disputes and claims on the terms
set forth in this Agreement.
NOW, THEREFORE, in consideration of the covenants, mutual promises, and agreement
contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Employee acknowledges and agrees that: (a) he has resigned from and relinquished all
his offices with Company and each of its subsidiaries and affiliates, including but not limited to the office
of Senior Vice President and Chief Financial Officer, effective on the Separation Date; (b) his
employment with Company ended without Cause as defined in the Severance Plan on the Separation
Date, thereby discontinuing the employment relationship between the Parties on the Separation Date.
Whether Employee signs this Agreement or not, Company shall pay Employee for all earned but unused
vacation days, and all earned but unpaid salary, less applicable taxes and withholdings, as of the
Separation Date, as part of his final compensation.
2. Provided Employee executes and does not thereafter revoke this Agreement pursuant
to Section 23 of this Agreement:
a. Company shall pay the following amounts to Employee, less applicable taxes
and withholdings, under the Severance Plan: (a) one-year Base Salary (i.e., $367,080); (b) Employee’s
target annual cash incentive bonus for calendar year 2017 (i.e., $220,248); and (c) Employee’s target
annual cash incentive bonus for calendar year 2017 prorated based on the number of days worked in
calendar year 2017 (i.e., $48,273). The sum of the foregoing amounts (i.e., $635,601) shall be paid to
Employee as follows, less taxes and withholdings: (i) the first payment shall be in an amount of
$317,800.50, plus interest computed using a rate of 0.91%, and shall be paid to Employee on Company’s
first regularly scheduled payroll date following September 21, 2017, and (ii) the remaining balance to be
paid in the form of salary continuation in equal installments over the immediately following six-month
period consistent with Company’s regularly scheduled payroll dates; and
b. Company shall permit Employee to continue the welfare benefits of medical and
dental insurance under COBRA, and group term life insurance, for a period of one (1) year from the
Separation Date at cost to Employee at the active employee rate and at the same coverage levels as in
effect as of the Separation Date. For Employee to continue his medical and dental insurance coverage at
the active employee cost described above, Employee must elect continuation coverage under COBRA.
For the avoidance of any doubt, Employee’s COBRA period and entitlement commences on the
Separation Date and runs concurrent with the foregoing period of continued coverage at the active
employee rate. Premiums borne by Company during this time are subject to inclusion in Employee’s
gross income to the extent deemed necessary by Company to comply with the requirements of Sections
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105(h) and 409A of the Internal Revenue Code. Employee will receive notification from and shall make
monthly COBRA payments to Company in accordance with its administrative procedures. If Employee
fails to make COBRA payments, Employee’s coverage will be cancelled. Employee must complete all
necessary paperwork within the prescribed time to receive this benefit. Notwithstanding the foregoing,
during the one-year period that Company continues the aforesaid benefits at the active employee rate,
in the event the premium cost and/or level of coverage shall change for all employees of Company, the
cost and/or coverage level, likewise, shall change in a corresponding manner for Employee. In addition,
the availability of these benefits at the active employee rate shall be discontinued prior to the end of the
period described above if: (a) Employee or covered spouse becomes covered or has available
substantially similar benefits as determined by Company’s Benefits Planning Committee; (b) any
required premium is not paid in full on time; (c) Employee or covered spouse becomes entitled to
Medicare benefits (under Part A, Part B, or both); or (d) Company ceases to provide any group health
plan for its employees. In the event Employee or covered spouse becomes entitled to Medicare
Benefits (under Part A, Part B, or both), coverage under Company’s group health plan becomes
secondary and Employee or covered dependent must elect Medicare (or encounter a gap in coverage).
Continuation may also be terminated for any reason the plan providing such coverage would terminate
coverage of a participant or an eligible dependent. Employee may change his coverage at any time that
changes are permitted for employees of the Company.
For the avoidance of doubt: (a) Employee’s participation in all other benefit plans of Company
(including but not limited to its 401(k) Plan and Savings Restoration Plan and all matching obligations
thereunder) shall cease effective on the Separation Date; and (b) Employee’s vested 401(k) Plan and
Savings Restoration Plan benefits shall be paid in accordance with Plan terms. Notwithstanding the
foregoing, Employee’s equity awards and options shall continue to be governed by the applicable plan
terms and related agreements.
c. Within thirty (30) days after this Agreement becomes effective in accordance
with its terms, Employee shall submit to Daniel A. DuPre’, Vice President, General Counsel and
Secretary, statements showing his attorneys’ fees and costs incurred in connection with negotiating this
Agreement. Within ten days after submission of these statements, and up to the maximum dollar
amount of $1,750, the Company will either: (i) reimburse Employee for such attorneys’ fees and costs if
Employee provides the Company with evidence of payment thereof; or (ii) pay such attorneys’ fees and
costs on Employee’s behalf if Employee has not previously paid such amounts.
3. Provided Employee executes and does not thereafter revoke this Agreement pursuant
to Section 23 of this Agreement, and provided further Employee executes and returns the Consulting
Agreement attached hereto as Exhibit A within the review period defined in Section 23 of this
Agreement, Company agrees to engage Employee as a consultant on the terms and conditions set forth
in the Consulting Agreement attached as Exhibit A.
4. Employee, on his own behalf and on behalf of all of his personal representatives, heirs,
estate, executors, transferees, agents, attorneys, successors, and assigns, hereby releases and forever
discharges Company and its parents, subsidiaries, affiliates, successors, assigns, and its and their past,
present, and future agents, attorneys, representatives, principals, directors, partners, members,
shareholders, officers, owners, and employees (collectively the “Releasees”), from any and all claims,
causes of action, demands, damages, or liability of any nature whatsoever, known or unknown,
suspected or unsuspected, disclosed or undisclosed, arising or which could have occurred from the
beginning of time to the date on which Employee signs this Agreement, including but not limited to
those which arise out of, concern, or relate in any way to his employment or the cessation of his
employment with Company and/or any other Releasee. For instance, without limiting the generality of
the foregoing, the matters released and forever discharged herein include but are not limited to: (a)
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claims arising under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act (“ADEA”),
the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the
Rehabilitation Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights
Act of 1991, the Genetic Information Non-Discrimination Act, Sections 1981 through 1988 of Title 42 of
the United States Code, the Illinois Human Rights Act, the Right to Privacy in the Workplace Act, the
Illinois Health and Safety Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois
One Day Rest in Seven Act, the Illinois Union Employee Health and Benefits Protection Act, the Illinois
Employment Contract Act, the Illinois Labor Dispute Act, the Victims' Economic Security and Safety Act,
the Illinois Whistleblower Act, the Illinois Equal Pay Act the Cook County Human Rights Ordinance, the
City of Chicago Human Rights Ordinance, and/or any other federal, state, municipal, or local
employment discrimination, retaliation, and/or harassment statutes, laws, regulations, and ordinances
(each as amended); (b) claims arising under any other federal, state, municipal, or local statute, law,
ordinance or regulation (each as amended); (c) any other claim whatsoever including, but not limited to,
claims for severance pay under any voluntary or involuntary severance/separation plan, policy, or
program maintained by Company and/or any other Releasee, including but not limited to the Severance
Plan and/or the Non-Executive General Severance Pay Plan; (d) claims for attorneys’ fees; and (e) claims
based upon breach of contract, unpaid bonus, wrongful termination, retaliation, defamation, intentional
infliction of emotional distress, tort, tortious interference with contract, tortious interference with
prospective economic relations, personal injury, invasion of privacy, violation of public policy, retaliatory
discharge, wrongful discharge, whistleblowing, libel, slander, defamation, negligence and/or any other
common law, statutory, or other claim whatsoever arising out of or relating to his employment with
and/or separation from employment with Company and/or any other Releasee. To the extent permitted
by law, Employee further waives, releases, and discharges Company and the other Releasees from any
reinstatement rights which he has or could have.
Excluded from this release are any claims which cannot be waived or released in this manner as
a matter of law, including claims for any workers’ compensation injury (the existence of which Employee
is unaware), the right to file an administrative charge of discrimination, and, as applicable, claims under
the Illinois Workers' Occupational Disease Act, the Employee Credit Privacy Act, the Illinois Wage
Payment and Collection Act and the Illinois Unemployment Insurance Act. Moreover, this Agreement
shall not operate to waive rights, causes of action, or claims under the ADEA, if those rights, causes of
action, or claims arise after the date on which Employee signs this Agreement. Nor shall this Agreement
preclude Employee from challenging the validity of the Agreement under the ADEA. Also, the foregoing
release does not purport to affect or relinquish any rights to defense or indemnification, or to be held
harmless, under the Company’s directors’ and officers’ liability insurance, by-laws, articles of
incorporation, or other written indemnification agreement.
Nothing in this Agreement prohibits Employee from reporting possible violations of federal or
state law or regulation to any governmental agency or entity, including but not limited to the
Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector
General, or comparable state agency, or making other disclosures that are protected under the
whistleblower provisions of federal or state law or regulation. However, Employee acknowledges
Employee is waiving any right to monetary recovery should any federal, state, or local administrative
agency or commission pursue any claims on Employee’s behalf arising out of or related to Employee’s
employment with and/or separation from the Company except for compensation related to any
whistleblower claims to the SEC or other similar government agency.
No federal, state or local government agency is a party to this Agreement and none of the
provisions of this Agreement restrict or in any way affect a government agency’s authority to investigate
or seek relief in connection with any of the released claims. However, if a government agency were to
pursue any matters falling within the release of claims, which it is free to do, Employee and Company
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agree that this Agreement shall control as the exclusive remedy and full settlement of all released claims
between Employee and Company except as noted above. The Agreement is binding as between two
private parties, Company and Employee. Therefore, this Agreement affects the Parties’ rights as set
forth herein, with no impact or restrictions on any government agency.
5. Employee agrees that if he pursues a lawsuit on a claim that was released pursuant to
this Agreement, in addition to any other remedies and recourse available to Company and/or the other
Releasees, this Agreement will serve as a complete defense to, and a basis to dismiss, any such lawsuit.
Further, (other than in connection with a lawsuit brought under the ADEA) Company and/or any other
Releasee will be entitled to recover from Employee its reasonable attorneys’ fees and costs in the
successful defense of any such lawsuit. Company agrees that if Employee prevails in a lawsuit against
Company for its non-payment of the amounts set forth in Section 2(a) of this Agreement, Employee shall
be entitled to his reasonable attorney’s fees.
6. Employee agrees that, to the extent that any federal, state or local taxes may be or
become due or payable because of the separation payments and other actions set forth in Sections 2
and 3 of this Agreement, Employee shall be solely responsible for paying such taxes. Employee further
agrees that Employee will indemnify Company and each Releasee from, and hold them harmless against
any claim, liability, penalty or tax consequence made by any local, state or federal administrative agency
or court of competent jurisdiction for such unpaid taxes, including costs and counsel fees incurred by
the Releasees as a result of such claims.
7. Employee represents, warrants, and agrees that, together with the payment to
Employee of Employee’s salary and all earned but unused vacation days Employee earned through the
Separation Date less applicable taxes and withholdings, the payments to Employee provided for herein
fulfill and discharge all compensation obligations of Company and/or any other Releasee to Employee of
any kind or character including, but not limited to, salary, unpaid vacation, bonus, short-term incentive
payment, severance pay, salary continuation, auto allowance, cell phone pay, overtime compensation,
premium pay, compensatory time, notice pay, incentive compensation, and any other compensation
and benefits to which Employee may have been entitled at and as of the Separation Date under any
plan, policy, program or contract. Employee further acknowledges, represents, warrants, and agrees
that Employee is not entitled to any other compensation, benefits, or sums from Company and/or any
other Releasee.
8. Employee represents, warrants, and agrees that: (a) he has not filed or otherwise
cooperated in the authorization of the filing of any complaints, charges, or lawsuits against Company
and/or any other Releasee; (b) he has the authority to enter into this Agreement as a binding obligation
on himself and his personal representatives, heirs, estate, executors, transferees, agents, attorneys,
successors, and assigns; (c) he has not assigned any rights, claims, demands, charges, obligations,
damages, losses, causes of action, or suits of any kind and/or description, legal and/or equitable, against
Company and/or any other Releasee to any person or entity; (d) he has been, and is hereby, advised in
writing to consult with any attorney of his own choosing prior to signing this Agreement, and he has in
fact consulted with his own attorney prior to signing this Agreement; (e) at the end of the Term of the
Consulting Agreement, or earlier if requested by Company, he will return to Company all Confidential
Information and all Company property (including information technology equipment, documents,
records, and other physical or personal property), in his actual or constructive possession, custody, or
control and will not retain any copies; and (f) he has had the opportunity to consult with tax advisors of
his own choosing in connection with the execution of this Agreement and that he has not and is not
relying on Company for any tax advice.
9. Employee acknowledges that he shall not represent himself to be an employee of
Company or any other Releasee nor take any action which may bind Company or any other Releasee
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with regard to any customer, supplier, vendor or any other party with whom Employee has had contact
while performing his duties as an employee of Company.
10. Employee agrees not to engage in any form of conduct, or make any statements or
representations, that disparage, demean, impugn, or otherwise harm the reputation or goodwill of
Company and/or any current parent, subsidiary, or affiliate, and its and their past and present attorneys,
representatives, principals, directors, partners, members, officers, owners, or employees, provided that
Employee is aware of the attorneys', representatives', principals', directors', partners', members',
officers', owners', or employees' relationship with the Company, parent, subsidiary or affiliate
(collectively “FSC Group” and individually each an “FSC Group Member”). Nothing in this Agreement
prevents Employee from providing truthful statements in any legal proceeding or investigation by a
governmental agency. Company’s current President and Chief Executive Officer and its Board of
Directors shall not engage in any form of conduct, or make any statements or representations that
disparage, demean, impugn, or otherwise harm the reputation or goodwill of Employee and no
employee shall be authorized by Company to engage in such conduct. Nothing in this Agreement
prevents Company, any FSC Group Member, or its and their employees from providing truthful
statements in any legal proceeding or investigation by a government agency. This Section does not, in
any way, restrict or impede Employee from exercising protected rights, to the extent that such rights
cannot be waived by agreement or from complying with any applicable law or regulation or a valid order
of a court of competent jurisdiction or an authorized government agency, provided that such
compliance does not exceed that required by the law, regulation or order.
11. Employee reaffirms his obligations set forth in each confidentiality, non-solicitation,
and/or non-competition agreement that he entered into with Company, including but not limited to the
Terms of Employment agreement dated June 15, 2013 and the Non-Competition, Non-Solicitation &
Confidentiality Agreement dated May 26, 2016 (collectively, “Non-Compete Agreements”). He further
agrees that any breach of the Non-Compete Agreements shall also be deemed a breach of this
Agreement.
12. Employee agrees that, for a period of one (1) year from the Separation Date, he will not,
directly or indirectly: (a) hire away or participate or assist in the hiring away of any person employed by
Company and/or any other FSC Group Member on the Separation Date; or (b) solicit or encourage any
person employed by Company and/or any other FSC Group Member on or after the Separation Date to
leave the employ of Company and/or any other FSC Group Member.
13. Employee agrees that, for a period of five (5) years from the Separation Date, he will: (a)
hold in strictest confidence Company’s and each other FSC Group Member’s Confidential Information;
(b) not use Company’s and/or any other FSC Group Member’s Confidential Information except for the
benefit of Company or FSC Group Member; and (c) not reveal, divulge, or disclose Company’s and/or
any other FSC Group Member’s Confidential Information to any person, firm, or corporation without the
written authorization of an officer of Company or FSC Group Member. The term “Confidential
Information” means trade secrets and other non-public information about or concerning Company,
other FSC Group Members, and/or its and their customers, distributors, manufacturer representatives,
and partners, that is of competitive value to Company and/or other FSC Group Members by virtue of not
being available or known publicly, including but not limited to the following information provided that it
meets such criteria: business strategies and plans; financial information; financial projections, sales
forecasts, reports, and targets; trade secrets; existing and prospective customer, vendor, supplier, and
distributor information, including sales and/or purchasing histories, and preferences; account terms,
pricing, and margin information; product information; service data and histories; product plan designs;
sales strategies and methods; technical information including intellectual property, inventions,
discoveries, improvements, processes, devices, products, formulae, and designs whether patentable or
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not; and information entrusted to Company and/or other FSC Group Members by third parties under a
duty to preserve confidentiality. The Parties understand and agree that Employee’s undertakings and
obligations under this Section 13 will not apply, however, to any Confidential Information which: (i) is or
becomes generally known to the public through no action on Employee’s part; (ii) is generally disclosed
to third parties by Company or other FSC Group Members without restriction on such third parties; (iii)
is approved for release by written authorization of the Board of Directors of Company or FSC Group
Member; or (iv) is required to be disclosed pursuant to summons, subpoena, order of judicial or
administrative authority, or in connection with judicial proceedings to which Company or other FSC
Group Member is a party, provided that Employee shall have given Company and/or FSC Group Member
written notice of such intended disclosure as soon as possible and at least 14 calendar days prior to such
disclosure in order to provide Company and/or other FSC Group Member with an opportunity to oppose
and/or object to such disclosure.
The confidentiality restrictions set forth in this Section 13 are not intended to and do not limit
Employee’s rights under Section 7 of the National Labor Relations Act and Confidential Information
expressly does not include Employee’s or other employees’ terms and conditions of employment.
Further, nothing in this Agreement prohibits Employee from reporting possible violations of federal or
state laws or regulations to any government agency or entity (including but not limited to the Equal
Employment Opportunity Commission, the Illinois Department of Human Rights, the Securities and
Exchange Commission, the Department of Justice, the Internal Revenue Service, Congress, or any agency
Inspector General, or comparable federal or state agency), or making disclosures to any government
agency or entity that are protected under the whistleblower protections of any applicable federal or
state laws or regulations. Employee does not need prior authorization of Company to make any such
reports or disclosures and is not required to notify Company that he has made such reports or
disclosures.
14. Employee acknowledges and agrees that the temporal, geographic, and activity
restrictions set forth in the Non-Compete Agreements and Sections 12 and 13 of this Agreement are
reasonable and not unduly restrictive of his rights as an individual, that Company has legitimate
interests in protecting its trade secrets, confidential information, and customer and employee
relationships, and represents and warrants that, as of the date Employee signs this Agreement,
Employee has not breached any of the provisions of the Non-Compete Agreements or this Agreement.
Employee further acknowledges that if he breaches any of the provisions of the Non-Compete
Agreements or Sections 12 or 13 of this Agreement, such breach will result in immediate and irreparable
harm to the business and goodwill of Company and that damages, if any, and remedies at law for such
breach would be inadequate. Employee further acknowledges and agrees in the event that he breaches
the provisions of the Non-Compete Agreements or Sections 12 or 13 of this Agreement: (a) Company
will be entitled to temporary, preliminary, and permanent injunctive relief against Employee and anyone
else acting in concert with him without necessity of bond (the right to which is hereby waived by
Employee); (b) Company shall not be obligated to continue the availability or payment of separation
benefits or other actions provided in Sections 2 or 3 of this Agreement to Employee; and (c) Employee
shall be obligated to pay to Company its costs, expenses, and attorneys’ fees incurred in enforcing this
Agreement.
15. Employee agrees to make himself available, at mutually convenient times, to Company
and/or other FSC Group Members to provide reasonable cooperation and assistance with respect to
matters in which Employee was involved or knowledgeable during his employment, including any
threatened or actual investigation, regulatory matter, and/or litigation, and to provide, if requested,
information and counsel relating to ongoing matters. Company will, of course, take into consideration
Employee’s personal and business commitments, will give Employee as much notice as reasonably
possible, and ask that Employee be available at such time or times as are reasonably convenient to
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Employee and Company. Company also agrees to reimburse Employee for his actual out-of-pocket
expenses incurred because of complying with this provision, subject to Employee’s submission of
documentation acceptable to Company substantiating the expenses. However, no additional
compensation shall be provided to Employee, except as stated in the Consulting Agreement during its
term.
16. With the exceptions of the Non-Compete Agreements which shall remain in full force
and effect and the Consulting Agreement attached as Exhibit A, this Agreement contains the entire
agreement between the Parties and all prior agreements, representations, and understandings between
the Parties, oral or written, express or implied, with respect to the subject matter hereof are hereby
superseded and merged herein. This Agreement may not be revised or modified without the mutual
written consent of the Parties.
17. Nothing contained in this Agreement, or the fact of its submission to Employee, shall be
construed as an admission of any liability, violation of law, or wrongdoing on the part of Company or any
other Releasee. Company and each other Releasee expressly deny any liability, violation of law, or
wrongdoing.
18. The provisions of this Agreement are severable and, if any part of it is found to be
unenforceable, such provision may be reformed by a Court of competent jurisdiction, to the extent
necessary to make it enforceable to the fullest extent of the law, and the rest of the Agreement shall
remain fully valid and enforceable. The language of all parts of this Agreement shall, in all cases, be
construed as a whole, according to its fair meaning, and not strictly for or against either Party.
19. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Signatures
received by facsimile or email transmission shall be treated as being as effective as original ink
signatures.
20. This Agreement is deemed made and entered into in the State of Illinois and in all
respects shall be interpreted, enforced, and governed under applicable federal law and, in the event
reference shall be made to State law or to the extent not preempted by federal law, the internal laws of
the State of Illinois shall apply without reference to its conflict of law provisions. Subject to the terms of
this Section 20 and except as set forth in this Agreement to the contrary, any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association in accordance with its then-existing Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction. Such arbitration shall occur before a single arbitrator sitting in or within twenty (20)
miles of Oak Brook, Illinois. However, Company may, in its sole discretion and within ten (10) days of
receiving Employee’s notice of intent to arbitrate, give Employee a written notice that Company refuses
to arbitrate the matter and that in order to resolve the controversy or claim, Employee must institute
judicial proceedings in a court of competent jurisdiction. If no such notice is given to Employee, the
matter will proceed in arbitration. Also, controversies or claims under any Non-Compete Agreements or
Sections 12 or 13 of this Agreement may be brought by a Party in a court of competent jurisdiction.
21. The provisions of this Agreement shall survive any termination of this Agreement when
necessary to effectuate the intent and terms of this Agreement expressed herein.
22. Employee represents, warrants, and agrees that he: (i) read this Agreement in its
entirety and understands all of its terms; (ii) has been and is hereby advised by this Agreement to
consult with an attorney before signing this Agreement, and has consulted with such counsel; (iii)
knowingly, freely, and voluntarily assents to all of the terms and conditions set out in this Agreement
including, without limitation, the waiver, release, and covenants contained herein including rights or
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claims under the ADEA; (iv) is executing this Agreement, including the waiver and release, in exchange
for good and valuable consideration in addition to anything of value to which Employee is otherwise
entitled; and (v) is not waiving or releasing rights or claims that may arise after the execution of this
Agreement.
23. Employee has up to twenty-one (21) days after his receipt of this Agreement to review
this Agreement and return it executed to Julie A. Cook at the address below. Employee may execute
and return this Agreement any time in advance of the expiration of the twenty-one (21) day period
and thereby waive the remainder of said period. In addition, Employee has until seven (7) days
following his execution of this Agreement to revoke this Agreement, in which case this Agreement
shall not become effective. In order to revoke this Agreement, Employee must give timely written
notice to Julie A. Cook at 1415 W. 22nd Street, Oak Brook, Illinois 60523, within said seven (7) day
period. This Agreement shall become effective on the first day after the expiration of the revocation
period provided that Employee has not previously revoked his acceptance.
24. Employee has read and understands this Agreement and understand that this
agreement contains a binding arbitration provision which may be enforced by the parties.
IN WITNESS WHEREOF, the Parties have caused this Separation Agreement and General Release to be
executed on the dates specified below.
AGREED:
BRIAN S. COOPER FEDERAL SIGNAL CORPORATION
_/s/ Brian S. Cooper________ _/s/ Daniel A. DuPre’________
Brian S. Cooper By: Daniel A. DuPre’
Vice President, General Counsel and Secretary
_March 26, 2017___________ _March 26, 2017___________
Date Date
Exhibit A
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CONSULTING AGREEMENT
This Consulting Agreement (“Agreement”) is made effective as of the 21st day of March 2017
(the “Effective Date”) by and between Federal Signal Corporation (“Company”) and Brian S. Cooper
(“Consultant”). The signatories to this Agreement are referred to collectively as the “Parties” and
individually as a “Party.”
1. SERVICES
1.1 Company engages Consultant as an independent contractor to perform consulting
services and Consultant accepts such engagement on the terms and conditions set forth in this
Agreement. Such services shall be performed only to the extent requested by Jennifer L. Sherman or Ian
A. Hudson, Company’s Chief Executive Officer and Interim Chief Financial Officer, respectively, and
accepted by Consultant and include but not be limited to: (a) the provision of financial and accounting
consulting services; and (b) assisting Company with the orderly transition of projects, responsibilities,
and duties (the “Services”).
1.2 Consultant shall control the manner and means of performing the Services for Company,
and may perform the Services from any location Consultant chooses, using Consultant’s equipment,
tools, materials, and/or supplies, and a Company owned and issued laptop and cell phone. In the event
Consultant requests the use of space at Company’s facilities, space and use of equipment can be
provided on an as-needed basis in the discretion of Company. To the extent Consultant performs any
Services on Company’s premises or using Company’s equipment, Consultant shall comply with all
applicable policies of Company relating to business and office conduct, health and safety, and use of
Company’s facilities, supplies, information technology, equipment, networks, and other resources.
1.3 Consultant will perform the services in accordance with the standard of care and
diligence normally practiced by individuals that perform services of a similar nature, in compliance with
all applicable law. All materials and deliverables developed by Consultant in connection with the
Services shall be deemed the property of Company. Consultant shall take all actions reasonably
requested by Company to transfer ownership in all such materials and deliverables to Company.
2. TERM
2.1 The term of this Agreement is for the six-month period beginning on the Effective Date
and ending September 20, 2017, subject to earlier termination as set forth in Section 2.2 (the “Term”).
2.2 Either Party may terminate this Agreement and the Term at any time, without cause, by
providing written notice to the other Party. In the event of a termination pursuant to this clause,
Company shall pay Consultant such Fees (defined herein) then due and payable for any Services
completed up to and including the date of such termination.
2.3 Notwithstanding the expiration or termination of this Agreement, Section 5 of this
Agreement shall survive such expiration or termination in accordance with their terms.
3. FEES/ EXPENSES/ INDEMNITY
3.1 As full compensation for the Services and the rights granted to Company in this
Agreement, Company shall pay Consultant at the rate of One Hundred Ninety dollars ($190.00) per hour
worked by Consultant in the performance of the Services (“Fees”). Consultant shall submit an accurate
and complete itemized invoice to Company on a monthly basis detailing the number of hours worked
and describing the services performed that month. Undisputed invoices are due and payable within
thirty (30) days following Company’s receipt.
3.2 The level of Services provided under this Agreement will not be greater than twenty
percent (20%) of the average level of service performed by Consultant during the 36-month period
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immediately preceding the date of his termination of employment as an employee of the Company. It is
anticipated that Consultant’s provision of the Services shall not exceed more than six (6) hours in any
workweek. Consultant shall not be entitled to any premium or overtime rate or pay for any hours spent
providing the Services, regardless of the number of hours worked by Consultant during any one week
period. Company and Consultant agree that they will, to the fullest extent possible, maintain a degree
of flexibility and fairness in the hours that Consultant provides the Services, and that Company shall
have no control over specific times that Consultant shall perform the Services.
3.3 Consultant is solely responsible for any travel or other costs or expenses incurred by
Consultant. Any exception to this Section 3.3 must be approved in writing by a Company officer.
3.4 Consultant shall receive an IRS Form 1099-Misc from Company. Consultant is solely and
exclusively responsible for all federal, state, and local taxes that are or become due and payable in
connection with the Fees and expenses paid by Company under this Agreement. Consultant shall
defend, indemnify, and hold harmless Company and its subsidiaries and affiliates and its and their
officers, directors, employees, agents, successors, and assigns, from and against all losses, damages,
liabilities, deficiencies, actions, lawsuits, interest, awards, penalties, fines, costs, and expenses of
whatever kind (including reasonable attorneys’ fees) arising out of, resulting from, and/or in connection
with the non-payment or late or incomplete payment of any taxes, including but not limited to income,
payroll, Social Security, or other federal, state, or local taxes, related to, resulting from, or otherwise
associated or connected to the Fees paid by Company to Consultant under this Agreement
4. RELATIONSHIP OF THE PARTIES
4.1 Consultant is an independent contractor in relation to Company. Neither this
Agreement, nor the engagement contemplated hereunder, shall render Consultant an employee,
partner, agent of, or joint venturer of Company for any purpose. Consultant does not have any authority
(and shall not hold himself out as having authority) to bind Company. Consultant shall not make any
agreements or representations on Company’s behalf without Company’s prior written consent.
Consultant acknowledges and agrees that Consultant is not eligible to participate in, and shall have no
right to claim against Company for, any vacation, group medical, life insurance, disability, profit sharing,
severance, or retirement benefits or any other fringe benefits offered by Company to its employees.
Consultant acknowledges and agrees that Company is not responsible for withholding or paying any
income, payroll, Social Security, or other federal, state, or local taxes, making insurance contributions,
including unemployment or disability, or obtaining worker’s compensation insurance on behalf of
Consultant.
5. CONFIDENTIALITY
5.1 Consultant agrees that, except for the benefit of Company, during the Term and for a
period of five (5) years thereafter, he will: (a) hold in strictest confidence Company’s, and each of its
subsidiaries’ and affiliates’, Confidential Information; (b) not use such Confidential Information; and (c)
not reveal, divulge, or disclose such Confidential Information to any person, firm, or corporation without
the written authorization of an officer of Company. The term “Confidential Information” means trade
secrets and other non-public information about or concerning Company, its subsidiaries, its affiliates,
and/or its and their customers, distributors, manufacturer representatives, and partners, that is of
competitive value by virtue of not being available or known publicly, including but not limited to the
following information provided that it meets such criteria: business strategies and plans; financial
information; financial projections, sales forecasts, reports, and targets; trade secrets; existing and
prospective customer, vendor, supplier, and distributor information, including sales and/or purchasing
histories, and preferences; account terms, pricing, and margin information; product information; service
data and histories; product plan designs; sales strategies and methods; technical information including
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intellectual property, inventions, discoveries, improvements, processes, devices, products, formulae,
and designs whether patentable or not; and information entrusted to Company and/or its subsidiaries
or affiliates by third parties under a duty to preserve confidentiality. The Parties understand and agree
that Consultant’s undertakings and obligations under this Section 5.1 will not apply, however, to any
Confidential Information which: (i) is or becomes generally known to the public through no action on
Consultant’s part; (ii) is generally disclosed to third parties by Company or its subsidiaries or affiliates
without restriction on such third parties; (iii) is approved for release by written authorization of the
Board of Directors of Company; or (iv) is required to be disclosed pursuant to summons, subpoena,
order of judicial or administrative authority, or in connection with judicial proceedings to which
Company, or a subsidiary or an affiliate thereof, is a party, provided that Consultant shall have given
Company written notice of such intended disclosure as soon as possible and at least 14 calendar days
prior to such disclosure in order to provide Company with an opportunity to oppose and/or object to
such disclosure.
5.2 Nothing in this Agreement prohibits Consultant from reporting possible violations of
federal or state laws or regulations to any government agency or entity (including but not limited to the
Securities and Exchange Commission, the Department of Justice, the Internal Revenue Service, Congress,
or any agency Inspector General, or comparable federal or state agency), or making disclosures to any
government agency or entity that are protected under the whistleblower protections of any applicable
federal or state laws or regulations. Consultant does not need prior authorization of Company to make
any such reports or disclosures and is not required to notify Company that he has made such reports or
disclosures.
5.3 On Consultant’s last day of engagement by Company under this Agreement, or earlier if
requested by Company, Consultant shall turn over and relinquish to Company all Company property in
his possession, custody, or control, including but not limited to the laptop and cell phone and any
materials of any kind that contain or embody Confidential Information and all files (whether electronic,
hard copy, or otherwise). Consultant is not permitted to retain any copies in any format whatsoever.
6. REPRESENTATIONS AND WARRANTIES
6.1 Consultant represents and warrants to Company that:
a. Consultant is free to enter into this Agreement and that this engagement does
not violate or breach the terms of any agreement between Consultant and a third party or parties, nor is
Consultant aware of any actual or potential conflict of interest that would prevent Consultant from
discharging Consultant’s duties hereunder;
b. Consultant shall not use or disclose any proprietary, trade secret, or confidential
information belonging to a third party or parties in connection with the performance of the Services;
c. During the Term, Consultant will not accept any new engagement with any third
party that may compete with Company’s business or interests;
d. Consultant has the right to enter into this Agreement, to grant the rights
granted herein, and to perform fully all of the obligations in this Agreement; and
e. Consultant shall perform the Services in compliance with all applicable federal,
state, and local laws and regulations.
6.2 Company represents and warrants that:
a. Company has the full right, power, and authority to enter into this Agreement
and to perform all obligations hereunder; and
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b. The execution of this Agreement by its undersigned representative has been
duly authorized by all necessary corporate action.
7. MISCELLANEOUS
7.1 Consultant may not assign any rights or delegate or subcontract any obligations under
this Agreement without Company’s prior written consent. Any assignment in violation of the foregoing
shall be considered null and void. Company may freely assign its rights and obligations under this
Agreement. Subject to the limits on assignment set forth above, this Agreement shall inure to the
benefit of, be binding on, and be enforceable against each Party and their respective successors and
assigns.
7.2 This Agreement is deemed made and entered into in the State of Illinois and in all
respects shall be interpreted, enforced, and governed under applicable federal law and, in the event
reference shall be made to State law or to the extent not preempted by federal law, the internal laws of
the State of Illinois shall apply without reference to its conflict of law provisions. Any controversy or
claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association in accordance with its then-existing Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction. Such arbitration shall occur before a single arbitrator sitting in or within twenty (20)
miles of Oak Brook, Illinois. Also, controversies or claims under Section 5 of this Agreement may be
brought by a Party in a court of competent jurisdiction.
7.3 Waiver by one Party of a breach of any provision of this Agreement by the other shall
not operate or be construed as a continuing waiver. No amendment, change or modification of this
Agreement shall be valid unless in writing signed by both Company and Consultant.
7.4 If any provision of this Agreement, or a portion of any provision, is held to be invalid or
unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
7.5 This Agreement contains the entire understanding and agreement between the Parties
relative to the subject matter of Consultant’s provision of consultancy services, and all prior agreements,
understanding, representations and writings relating to this subject matter.
7.6 This Agreement may be executed in counterparts, each of which shall be deemed an
original, but both of which together shall constitute one and the same instrument. Signatures received
by facsimile or email transmission shall be treated as being as effective as original ink signatures.
7.7 Except as otherwise provided herein, all notices are to be in writing, and may be
delivered either by either e-mail, postal mail or express delivery service to Consultant or to an officer or
authorized legal representative of Company.
IN WITNESS WHEREOF, the Parties have caused this Consulting Agreement to be executed on the
dates specified below.
AGREED:
BRIAN S. COOPER FEDERAL SIGNAL CORPORATION
_/s/ Brian S. Cooper________ _/s/ Daniel A. DuPre’________
Brian S. Cooper By: Daniel A. DuPre’
Vice President, General Counsel and Secretary
_March 26, 2017___________ _March 26, 2017___________
Date Date
