EXHIBIT 10.17
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT dated as of November 30, 2000, is between Isolyser
Company, Inc., a Georgia corporation (the "Company"), and XXXXX X. XXXXXXX, III,
a Georgia resident ("Employee").
RECITALS:
R1. The Company and Employee entered into that certain Employment
Agreement (the "Employment Agreement") bearing an effective date of December 16,
1998, in accordance with which the Company employed Employee.
R2. Employee desires to resign and Company desires to accept the
resignation of Employee upon and subject to the terms and conditions of this
Severance Agreement.
NOW, THEREFORE, for good and valuable consideration and intending to be
legally bound, the parties agree as follows:
1. Resignation. Employee has resigned as an employee of the Company
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effective on the date hereof (the "Effective Date"), and the Company hereby
accepts such resignation. Such resignation is by mutual agreement and not for
"Cause" or "Good Reason" as defined in the Employment Agreement. Concurrently
with such resignation, Employee has resigned from all officer and director
positions with any subsidiaries or affiliates of the Company.
2. Severance. In consideration of Employee's release set forth in Section
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4 below, and the other covenants and undertakings herein, and provided the
Employee shall not breach the protective covenants set forth in Section 9 of the
Employment Agreement, the Company agrees to make severance payments to Employee
by continuing payment of Employee's salary in accordance with the Company's
regular payroll practices for the period expiring on December 31, 2000, and
paying $150,000 to Employee on January 2, 2001. Such payments shall be reduced
by all applicable federal and state withholding obligations. The Company shall
make available to Employee in accordance with applicable legal requirements
medical and dental COBRA coverages for the continued benefit of Employee and his
dependents in which Employee may elect to participate at his cost by making the
proper election in accordance with applicable legal requirements.
Notwithstanding the immediately preceding sentence, the Company shall pay the
premiums for any such applicable coverages until the earlier of (i) six months
after the Effective Date or (ii) the availability to Employee and his dependents
of other group medical coverage (in respect of the medical COBRA coverage
premium payments) or group dental coverage (in respect of the dental COBRA
coverage premium payments). Employee shall not be entitled to any consulting
fees set forth in Section 12 of the Employment Agreement until following the
thirteenth month anniversary of the Effective Date of Employee's resignation.
3. Stock Options. Employee holds the stock options (collectively, the
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"Stock Options") issued by the Company identified on Exhibit A attached hereto
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and incorporated herein by reference. Provided Employee shall not breach the
protective covenants set forth in Section 9 of the Employment Agreement, (a) all
of Employee's Stock Options which would have vested by February 28, 2001
assuming Employee's continued employment until such date shall become vested on
the Effective Date of Employee's resignation, and (b) the expiration of
Employee's Stock Options shall occur on the earlier of the expiration date set
forth in such Stock Options or the first anniversary of the Effective Date of
Employee's resignation rather than three months following Employee's termination
of employment with the Company, such resignation being deemed a retirement for
purposes of the Company's Stock Option Plan.
4. Release. In consideration of the covenants of the Company in favor of
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the Employee as set forth in this Severance Agreement, the receipt and
sufficiency of which is hereby acknowledged, Employee, on behalf of himself, his
heirs, executors, administrators, successors and assigns, hereby releases and
forever discharges the Company and each of its present and former officers,
directors, employees, agents, attorneys, affiliates, parents, subsidiaries and
representatives (collectively, the "Released Parties") from any and all claims
(including but not limited to costs and attorneys fees) of whatever kind or
nature, joint or several, under any federal, state or local statute, ordinance
or under the common law, including, but not limited to, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act of 1967, the Older Workers' Benefit Protection Act, and any other
employment discrimination law, as well as any other claims based on the
constitutional, statutory, common law or regulatory grounds, that he has now or
may have in the future against the Released Parties, whether known or unknown,
which are based on acts or omissions arising or occurring prior to the date of
this Severance Agreement.
5. Ratification. Except as affected hereby, the terms and provisions of
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the Employment Agreement and Stock Options are hereby ratified and confirmed by
Employee, including, without limitation, the protective covenants set forth in
Section 9 of the Employment Agreement, which shall remain in full force and
effect. Without limiting the foregoing, the covenants contained in Sections 9(d)
and (e) of the Employment Agreement shall continue in effect until the
thirteenth month anniversary of the Effective Date.
6. Miscellaneous. This Severance Agreement may be executed in multiple
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counterparts, each of which shall be deemed an original. All payments made and
benefits provided to Employee under this Severance Agreement shall be net of any
tax required to be withheld by the Company under applicable law and any
indebtedness of Employee to the Company. This Severance Agreement shall be
governed in accordance with the laws of the State of Georgia. This Severance
Agreement and all of the terms, provisions and conditions hereof shall be
binding upon and inure to the benefit of be enforceable by the successors, heirs
and personal representatives of Employee and the Company. Any notices required
or permitted by this Severance Agreement shall be in writing delivered, in the
case of the Company, to the attention of the President of the Company and, in
the
case of the Employee, to the Employee's last known residence address as set
forth on the books and records of the Company.
7. Disclosure. EMPLOYEE ACKNOWLEDGES THAT, PURSUANT TO THE OLDER WORKERS
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BENEFIT PROTECTION ACT OF 1990, HE HAS THE RIGHT TO, AND HAS BEEN ADVISED TO,
CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE AGREEMENT. HE FURTHER
ACKNOWLEDGES HIS UNDERSTANDING THAT HE HAS 21 DAYS TO CONSIDER THE RELEASE
BEFORE SIGNING IT, THAT HE MAY REVOKE THIS RELEASE WITHIN SEVEN CALENDAR DAYS
AFTER SIGNING IT, AND THAT THIS RELEASE (AND THE COMPANY'S PAYMENT OBLIGATIONS
HERERUNDER) WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF THAT
SEVEN-DAY REVOCATION PERIOD.
8. Valid Consideration. Employee acknowledges that the consideration for
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signing this Release Agreement is a benefit to which he would not have been
entitled had he not signed this Release Agreement.
9. No Assignment. Employee represents and warrants that he has not
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assigned or transferred or purported to assign or transfer to any person, firm,
corporation, association or any other entity, any of the claims released herein.
Employee hereby agrees to indemnify and hold harmless the Released Parties
without limitation for any costs or expenses connected with any such transfer or
assignment.
RECEIPT: Employee acknowledges receipt of a copy of this Release Agreement this
_____ day of November, 2000. Unless and until I execute this Agreement in the
other space provided below, I have not agreed to it.
XXXXX X. XXXXXXX, III
___________________________________________
Signature for Purposes of Receipt Only
MY SIGNATURE BELOW SIGNIFIES MY UNDERSTANDING OF AND VOLUNTARY ASSENT TO THE
TERMS OF THIS AGREEMENT.
XXXXX X. XXXXXXX, III
___________________________________________
Signature
Date: November _____, 2000
ISOLYSER COMPANY, INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
Exhibit A
Xxx Xxxxxxx'x Options
as of 11/30/00
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Grant Option Grant Options Options Options Options Options Expiration
Date Price Type Granted Exercised Cancelled Outstanding Exercisable Date
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12/16/98 1.0940 ISO 20,000 0 0 20,000 5,000 12/16/08
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02/26/99 2.1250 ISO 5,000 0 0 5,000 1,250 02/25/09
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12/01/99 2.8130 ISO 75,000 0 0 75,000 0 12/01/09
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08/09/00 2.2500 ISO 72,282 0 0 72,282 0 08/09/10
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08/09/00 2.2500 NQ 2,718 0 0 2,718 0 08/09/10
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