EXHIBIT 10.16
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SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT dated as of November 30, 2000, is between Isolyser
Company, Inc., a Georgia corporation (the "Company"), and XXXXXXXX XXXXXXXXXX, a
Georgia resident ("Employee").
RECITALS:
R1. The Company and Employee entered into that certain Employment
Agreement (the "Employment Agreement") bearing an effective date of February 1,
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 $275,000 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
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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.
XXXXXXXX XXXXXXXXXX
_______________________________________
Signature for Purposes of Receipt Only
MY SIGNATURE BELOW SIGNIFIES MY UNDERSTANDING OF AND VOLUNTARY ASSENT TO THE
TERMS OF THIS AGREEMENT.
XXXXXXXX XXXXXXXXXX
_______________________________________
Signature
Date: November _____, 2000
ISOLYSER COMPANY, INC.
By: _____________________________________________
Name: ___________________________________________
Title: __________________________________________
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EXHIBIT A
Migo Nalbantyan's Options
as of 11/30/0O
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Grant Date Option Grant Type Options Options Options Options Options Expiration
Price Granted Exercised Cancelled Outstanding Exercisable Date
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02/01/98 2.6875 NQ 200,000 0 0 200,000 100,000 02/01/08
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10/02/98 1.2500 ISO 200,000 0 0 200,000 100,000 10/02/08
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02/26/99 2.1250 ISO 99,999 0 0 99,999 17,647 02/25/09
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02/26/99 2.1250 NQ 150,001 0 0 150,001 44,853 02/25/09
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08/09/00 2.2500 ISO 12,500 0 0 12,500 0 08/09/10
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08/09/00 2.2500 NQ 37,500 0 0 37,500 0 08/09/10
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