EMPLOYEE RESIGNATION AND RELEASE AGREEMENT
This Employee Resignation and Release agreement ("Agreement"),
entered into by and between Badger Paper Xxxxx ("Xxxxxx") and Miles X.
Xxxxx, Xx. ("Xx. Xxxxx") on this 12th day of March, 1998.
1. Except as otherwise expressly provided herein,
this Agreement shall replace and thereby cancel and supersede any other
employment agreement and all obligations of either party arising
thereunder.
2. Xx. Xxxxx'x employment with Badger, and his
status as an officer, shall terminate effective the 13th day of March,
1998.
3. Badger agrees to pay (less withholding required
by law), those items listed and payable in accordance with Exhibit A. The
payments outlined in this paragraph and Exhibit A represent all financial
obligations from Badger to Xx. Xxxxx, including without limitation accrued
wages, commissions, vacation, severance and any other form of compensation
or benefits (and any exceptions to the foregoing). Notwithstanding any
other provision of this Agreement, Badger will provide Xx. Xxxxx his
rights under state and federal law to insurance continuation and/or
conversion.
4. Xx. Xxxxx agrees that (except in connection with
tax reporting, or other legal obligations or any legal action to enforce
the terms of this Agreement) he will keep confidential the terms of this
Agreement, all performance hereunder and all circumstances relating to his
separation from employment with Badger.
5. Xx. Xxxxx shall not disparage or portray in a
negative light Badger, its shareholders, directors, officers, employees,
or agents (past, present or future).
6. Xx. Xxxxx agrees that he will assist Badger to
ensure a smooth transition to employees or other individuals designated by
Badger to assume his responsibilities and the details concerning the
projects and assignments in which he is or was involved and cooperate with
Badger to maintain the morale and productive working relationships of the
employees and independent contractors of Badger. Xx. Xxxxx further agrees
to continue to promote the best interest of Badger in communication with
any third party.
7. In addition to recognizing his ethical
confidentiality obligations, Xx. Xxxxx agrees that he will not, without
the prior written consent of the chairman, or other officer, of Badger,
directly or indirectly disclose to any individual, corporation, or other
entity, or use for his own or such another's benefit, any information,
whether or not reduced to written or other tangible form, which:
a. is not generally known to the public or in the
industry;
b. has been treated by Badger as confidential or
proprietary; and
c. is of competitive advantage to Badger and in the
confidentiality of which Badger or any of its parent,
subsidiary or affiliated entities has a legally
protectable interest;
(such information being referred to in this paragraph as "Confidential
Information"). Confidential Information which becomes generally known to
the public or in the industry, or in the confidentiality of which Badger
ceases to have a legally protectable interest, shall cease to be subject
to the restrictions of this paragraph.
8. Xx. Xxxxx represents that he has delivered to
Badger all Badger property, including without limitation credit cards,
keys, equipment, supplies, business records, reports, data, computer
diskettes or files, drawings, operating procedures, specifications,
agreements, customer lists or other materials or information acquired by
him in the course of his employment by Badger.
9. Xx. Xxxxx acknowledges that, for the breach of
any of the covenants contained in Paragraphs 5 through 8, inclusive,
Badger will suffer irreparable harm for which the remedy at law is
inadequate, and that an injunction may be entered against him by any court
having jurisdiction, restraining him from breaching or continuing the
breach of this Agreement. Resort to such equitable relief, however, shall
not be construed to be a waiver by Badger of any other rights or remedies
that Badger may have for damages or otherwise.
10. Xx. Xxxxx, on behalf of self, heirs, executors,
attorneys administrators, successors and assigns, hereby fully and forever
releases and discharges Badger and each of its related entities and each
of their partners, principals, members, shareholders, directors, officers,
trustees, employees, contractors, consultants, agents and attorneys, past,
present and future, and all predecessors, successors and assigns thereof
("released Parties") from any and all claims, demands, agreements,
actions, suits, causes of action, damages, injunctions, restraint and
liabilities, of whatever kind or nature, in law, equity or otherwise,
whether now known or unknown or which has ever existed or which may now
exist (except to enforce the terms of this Agreement), including, but not
limited to, any and all claims, liabilities, demands or causes of action
relating to or arising out of Xx. Xxxxx'x recruitment, hiring, employment,
or separation from employment, such as claims under Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., 42 U.S.C. 1981,
the federal and state (including, without limitation Wisconsin) statutes
or common law, or claims for breach of contract for misrepresentation,
negligence, invasion or privacy, for violation of any other federal, state
or local statute, ordinance or regulation or common law dealing in any
respect with discrimination in employment or otherwise, defamation,
infliction of emotional distress or any other tort under the common law of
any state or for attorneys' fees.
XX. XXXXX SPECIFICALLY WAIVES AND RELEASES THE RELEASED PARTIES
FROM ALL CLAIMS HE MAY HAVE AS OF THE DATE HE SIGNS THIS AGREEMENT
REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. 621 ("ADEA").
The following provisions are applicable to and made a part of
this Agreement and the foregoing release and waivers:
(i) Xx. Xxxxx does not release or waive any right
or claim which he may have under the Age Discrimination in Employment Act,
as amended by the Older Workers Benefits Protection Act, which arises
after the date of execution of this Agreement.
(ii) In exchange for this general release and
waiver hereunder, Xx. Xxxxx hereby acknowledges that he has received
separate consideration beyond that which he is otherwise entitled to under
Badger policy or applicable law.
(iii) Badger has previously advised, and does
hereby expressly advise, Xx. Xxxxx to consult with an attorney of his
choosing prior to executing this Agreement which contains a general
release and waiver.
(iv) Xx. Xxxxx has twenty-one (21) days from the
date of presentment to consider whether or not to execute this Agreement.
In the event of such execution, Xx. Xxxxx has a further period of seven
(7) days from such date in which to revoke said execution.
11. To the maximum extent permitted by law, Xx. Xxxxx
covenants not to xxx or to institute or cause to be instituted any kind of
claim or action (except to enforce this Agreement) in any federal, state
or local agency or court against any of the Released Parties arising out
of, in the course of, from or attributable to his employment by Badger or
his separation from Badger. Xx. Xxxxx acknowledges and agrees that the
release and covenant not to xxx are essential and material terms of this
Agreement and that, without such release and covenant not to xxx, no
agreement would have been reached by the parties. He understands and
acknowledges the significance and consequences of this release and this
Agreement.
12. The provisions of this Agreement shall be
construed in accordance with the laws of the State of Wisconsin. Xx.
Xxxxx hereby submits to the jurisdiction of any court (state or federal)
sitting in the County of Marinette, State of Wisconsin for the purpose of
any lawsuit concerning the construction or enforcement of this Agreement
and further agrees he will neither file nor seek to have any lawsuit
removed or transferred to any other forum. In the event that any clause,
paragraph, or subparagraph of this Agreement shall be determined to be
contrary to governing law or otherwise unenforceable, all portions of this
Agreement shall be enforced to the maximum extent permitted by law.
13. Xx. Xxxxx warrants and represents that he has
neither made nor suffered to be made any assignment or transfer of any
right, claim, demand or cause of action covered by the above release or
covenant not to xxx and that he is the sole and absolute owner of all
thereof and that he has not filed or suffered to be filed on his behalf
any Claim, action, demand or other matter of any kind covered by the above
release or covenant not to xxx as of the date and time of the execution of
this Agreement. Finally, Xx. Xxxxx warrants and represents that he knows
of no other or further claim under any statute or common law, including
without limitation the Workers' Compensation law, against Badger.
14. Xx. Xxxxx agrees that neither this Agreement nor
performance hereunder constitutes an admission by Badger of any violation
of any federal, state or local law, regulation, common law, of any breach
of any contract or any other wrongdoing of any type.
15. Xx. Xxxxx acknowledges that he has read and
fully understands this Agreement, that it fully reflects the entire
agreement between the parties, that no representation or inducement has
been made to him by or on behalf of Badger except as set forth herein, and
that he KNOWINGLY and VOLUNTARILY enters into this Agreement.
PLEASE READ CAREFULLY. THIS EMPLOYEE SEVERANCE AND RELEASE
AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
DATE: June 2, 1998 DATE: May 6, 1998
BADGER PAPER XXXXX, INC. MILES X. XXXXX, XX.
By: /s/ Xxxxxx X. Xxxxx /s/ Miles X. Xxxxx, Xx.
Xxxxxx X. Xxxxx Miles X. Xxxxx. Jr.
Print Full Name Print Full Name
EMPLOYEE RESIGNATION AND RELEASE AGREEMENT
(Continued)
EXHIBIT A
PAYMENTS TO MILES X. XXXXX, XX.
1. Badger shall make the following payments to Xx. Xxxxx until
June 30, 2000. If Xx. Xxxxx dies prior to June 30, 2000, payments shall
continue, as scheduled, to Xx. Xxxxx'x estate.
a. Full salary ($7,791.66 per month) from April 1, 1998
through December 31, 1998; and
b. 50% salary ($3,895.83 per month) from January 1, 1999
through June 30, 2000.
2. Badger shall pay the premiums due on the Hartford Life
Insurance policies on Xx. Xxxxx'x life for calendar year 1997 and the
first quarter of 1998. (Calendar year 1997 = $11,800.00; first quarter
1998 = $2,950.00).
3. Badger shall make the customary profit sharing contribution
(4% of gross salary = $1,246.66) to Xx. Xxxxx'x account for the first
quarter of 1998.
4. Pursuant to earlier corporate resolution, Badger shall
provide lifetime medical benefits to Xx. Xxxxx and his spouse.
