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EX-10.18A
RESIGNATION OF EMPLOYMENT AGREEMENT
This Resignation of Employment Agreement (this "AGREEMENT") is
entered into as of August 24, 1998, by and among Xxxxxx X. Xxxxxxx (the
"EXECUTIVE"), Sovereign Specialty Chemicals, L.P., a Delaware limited
partnership ("SOVEREIGN"), Sovereign Chemicals Corporation, a Delaware
corporation ("SCC") and Sovereign Specialty Chemicals, Inc., a Delaware
corporation (the "COMPANY").
WITNESSETH:
WHEREAS, SCC, Sovereign and Executive are parties to an
Employment Agreement dated January 5, 1998 (the "EMPLOYMENT AGREEMENT") (which
Agreement has now been assigned to the Company);
WHEREAS, the Executive currently serves as Vice President and
Chief Financial Officer of the Company and SCC;
WHEREAS, Sovereign, SCC, the Company and the Executive desire
to enter into an agreement to provide for the terms and conditions by which the
Executive's employment with the Company and SCC will cease as of August 24, 1998
(the "RESIGNATION DATE").
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the parties hereto agree as follows:
ARTICLE I
TERMS AND CONDITIONS OF RESIGNATION
1.1 RESIGNATION OF EXECUTIVE. Sovereign, SCC, the Company and the
Executive hereby agree that the employment of Executive as Vice President and
Chief Financial Officer of the Company and SCC shall cease as of the Resignation
Date. In addition, Executive hereby resigns as (i) a director of the Company and
SCC and (ii) an officer of Xxxxxx & Xxxxxxx Corp., Xxxxxx Chemicals, Inc., SIA
Adhesives, Inc. and OSI Sealants, Inc. effective as of Resignation Date.
1.2 SEVERANCE PAY FOR EXECUTIVE. The parties hereto agree that
Executive's termination pursuant to this Agreement shall be deemed to be a
termination of Executive without cause pursuant to Section 4(b) of the
Employment Agreement. As a result, Executive shall be entitled to and Sovereign
and the Company shall pay severance pay ("SEVERANCE PAY") equal to Executive's
Base Salary for a period of one year. The Severance Pay shall be paid by
Sovereign or the Company to the Executive on a monthly basis beginning on the
first day of the first month following the Resignation Date by check mailed to
Executive's home address.
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1.3 BONUSES AND BENEFITS.
(a) Until August 31, 1999, Executive will be entitled to
continue to receive and Sovereign or the Company shall provide all health,
insurance and disability plans and programs, if any, required to be provided by
the Company to Executive under the Employment Agreement. If Executive so
desires, Executive will receive COBRA coverage after such time period at
Executive's expense.
(b) [EXECUTIVE WILL ALSO BE ENTITLED TO OUTPLACEMENT SERVICES
AT THE COMPANY'S EXPENSE FROM MANCHESTER ASSOCIATES FOR A PERIOD OF ONE YEAR (AN
AGGREGATE COST OF $12,000).[IS THIS APPLICABLE??]
1.4 CONFIDENTIAL INFORMATION. Executive acknowledges that the
information, observations and data obtained by him during the course of his
employment with the Company concerning the business or affairs of the Company
and its affiliates are the property of the Company. Therefore, Executive agrees
that he will not disclose to any unauthorized person or use for his own benefit
any of such information, observations or data without the Company's prior
written consent, unless and to the extent that the aforementioned matters become
generally known to and available for use by the public otherwise than as a
result of the Executive's acts or omissions. Executive agrees to deliver to the
Company upon resignation of his employment, or at any other time the Company may
request, all memoranda, notes, plans, records, reports and other documents (and
copies thereof) relating to the business of the Company and its affiliates which
he may then possess or have under his control and agrees not to remove any
assets or items from the business other than their personal effects.
1.5 STATUS OF AGREEMENTS. Except for the provisions of Sections 5,
6, and 7 of the Employment Agreement which shall remain in full force and
effect, the Employment Agreement is hereby terminated effective as of August 24,
1998.
1.6 MUTUAL RELEASE.
(a) Except as set forth in Section 1.8 (and the agreements
referenced therein) and the Redemption Agreement referenced in Section 2.2(c),
or except as otherwise set forth herein, Executive on the one hand and the
Company and Sovereign on the other hand, hereby remise, release and forever
discharge the other and their successors, assigns and affiliates from any and
all manner of action and actions, cause and causes of action, suits, debts,
dues, sums of money, accounts, reckoning, contracts, controversies, agreements,
liabilities, promises, damages, judgments, claims or demands of whatsoever kind
or nature, in law or in equity which either the Executive on the one hand and
the Company and Sovereign on the other hand, may have against the other from the
beginning of the world to the date hereof.
(b) These releases shall include, by way of example and not
limitation, all claims, actions, causes of action, liabilities, demands, rights,
damages, costs, attorneys' fees, expenses and controversies of every kind which
arise out of, relate, or are based on (i) Executive's employment
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with the Company or the termination thereof, (ii) statements, acts or omissions
by Company and its agents (whether actual or apparent), employees and
representatives whether in their individual or representative capacities, (iii)
express or implied agreements between the parties, and (iv) the Civil Rights
Acts of 1866, 1964, and 1991, the Employee's Income Retirement Security Act of
1974, the Age Discrimination in Employment Act, the Older Workers Benefit
Protection Act, the Rehabilitation Act of 1973, and all other state and federal
statutes.
1.7 WARRANTIES.
(a) Warranties. Executive warrants and represents as follows:
(i) He has read this Agreement, and agrees to the
conditions and obligations set forth in it;
(ii) He has had a reasonable time to consider the terms of
this Agreement and after being advised by Company to seek legal
counsel;
(iii) He has had 21 days in which to consider the
Agreement, and, if he executes this Agreement less than 21 days
from receipt, it is with the understanding that he had the full 21
days available if he so desired;
(iv) He may revoke this Resignation Agreement for 7 days
following his execution, and this Agreement shall not become
enforceable and effective until 7 days after such execution;
(v) He has not assigned any of his rights or interests
under this Agreement, the Employment Agreement, or any other
agreement or arrangement between either of them and the Company or
Sovereign;
(vi) He voluntarily executes this Agreement after having
had full opportunity to consult with legal counsel and without
being pressured or influenced by any statement or representation
of any person acting on behalf of Company including the officers,
agents and attorneys for Company; and
(vii) He has full and complete legal capacity to enter
into this Agreement.
(b) WARRANTIES. Sovereign and the Company each warrants and
represents as follows:
(i) The execution, delivery and performance of this
Agreement has been duly authorized by all necessary corporate
action of Sovereign and the Company, and the Agreement has been
duly and validly executed and delivered by Sovereign and the
Company and it constitutes the valid and binding obligation of
Sovereign and the Company, enforceable in accordance with its
terms, and
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(ii) Neither Sovereign, SCC nor the Company has assigned
any of their rights or interests under this Agreement, the
Employment Agreement or any other agreement or arrangement between
either of them and the Executive.
1.8 CONTINUATION OF AGREEMENTS. This Agreement shall not affect
Executive's rights, duties and obligations under the Executive Securities
Agreement dated March 31, 1996 or any other agreement with respect to
Executive's ownership interests in the Partnership or SCC.
ARTICLE II
CONDITIONS TO CLOSING
2.1 EXECUTIVE'S CONDITIONS TO CLOSING. The obligation of the
Executive to consummate the transactions to be performed by him pursuant to this
Agreement is subject to satisfaction or waiver of the following conditions:
(a) the warranties set forth in Section 1.7(b) above shall be
true and correct in all material respects at and as of the Resignation Date.
2.2 SOVEREIGN'S, SCC'S AND THE COMPANY'S CONDITIONS TO CLOSING.
The obligations of the Sovereign, SCC and the Company to consummate the
transactions to be performed by them in connection with this Agreement is
subject to satisfaction or waiver of the following conditions:
(a) The warranties set forth in Section 1.7(a) above shall be
true and correct in all material respects at and as of the Resignation Date;
(b) No action, suit or proceeding shall be pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local, or foreign jurisdiction wherein an unfavorable judgment,
order, decree, stipulation, injunction, or charge would (A) prevent consummation
of any of the transactions contemplated by this Agreement or (B) cause any of
the transactions contemplated by this Agreement to be rescinded following
consummation (and no such judgment, order, decree, stipulation, injunction, or
charge shall be in effect); and
(c) The Executive shall have delivered to the Company, SSC and
to Sovereign an executed Redemption Agreement, substantially in the form of
Exhibit A attached hereto, on or prior to the Resignation Date.
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ARTICLE III
GENERAL PROVISIONS
3.1 NOTICES. Any notice provided for in this Agreement must be in
writing and must be delivered to the recipient at the address below indicated:
To the Company:
c/o Sovereign Specialty Chemicals, Inc.
Suite 0000
Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Chief Executive Officer
With Copies to:
Xxxxx & Xxxxxxx, L.L.P.
000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxxxxxxx X. Xxxxx, Esq.
To the Executive:
Xxxxxx X. Xxxxxxx
000 Xxxx Xxxxx Xxxxx
Xxxxxxx, Xxxx 00000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given five (5) business
days after mailing by first class mail, certified return receipt requested, one
business day after delivery to a receipted courier for next business day
delivery, or upon transmission by telex or facsimile.
3.2 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
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3.3 COMPLETE AGREEMENT. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
3.4 COUNTERPARTS; FACSIMILE TRANSMISSION. This Agreement may be
executed on separate counterparts, each of which is deemed to be an original and
all of which taken together constitute one and the same agreement. This
Agreement may be executed and delivered by facsimile transmission.
3.5 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive and the Company, SCC and
Sovereign and their respective successors and assigns, except that Executive may
not assign any of his rights or obligations under Article I.
3.6 CHOICE OF LAW. This Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Illinois.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first above written.
EXECUTIVE:
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------------
Xxxxxx X. Xxxxxxx
SOVEREIGN SPECIALTY CHEMICALS, INC.:
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
SOVEREIGN CHEMICALS CORPORATION:
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
SOVEREIGN SPECIALTY CHEMICALS, L.P.:
By: Sovereign Chemicals Corporation, its
general partner
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
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