SEPARATION AGREEMENT
Exhibit
10.1
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Date:
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January
15, 2007
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Prepared
for:
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Xxxxxx
X. Xxxxxxx
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000
Xxxxx
Xxxxxxxxx
Xxxxxxxx,
Xxxxxxxx 00000
(000)
000-0000
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Service
Date:
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September
21, 1987
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Last
Day Worked:
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January
31, 2007
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This
Separation Agreement (the “Agreement”) is hereby entered into accordance with
the terms of the Severance Benefit Agreement between Viskase Companies, Inc
(“Viskase”) and Xxxxxx X. Xxxxxxx, dated January 3, 2006 (the “Severance Benefit
Agreement”).
Severance
Pay
Pursuant
to the terms of Section 2(a) of the Severance Benefit Agreement, and contingent
upon your execution and non-revocation of a general release (attached as Exhibit
A to this Agreement), you will be paid severance pay for six (6) months at
your
current base salary of $16,568.00 per month commencing the first pay period
falling after the effective date of your general release agreement, and
continuing for six (6) months thereafter (the “Severance Period”). Your
severance pay will be payable as part of the Company’s normal payroll
cycle.
In
the
event of your death prior to completion of the total severance pay due you,
the
remaining severance pay balance at the time of your death will be payable to
your designated beneficiaries, or in absence of such designation to your estate,
in accordance with the payment schedule contained herein.
Total
Maximum Benefit: $99,408.00
Outplacement
Counseling
You
will
be provided with executive outplacement services the selection of which will
be
by mutual agreement.
The
outplacement services will continue for six (6) months. The outplacement
services will be fully at Viskase expense.
No
payment will be made in lieu of this benefit.
Management
Incentive Plan (M.I.P.)
Though
the current evaluation of the 2006 plan results does not suggest that a 2006
M.I.P. payment will be provided, should there be a change in those results,
you
will be paid any earned 2006 M.I.P. as would be calculated per the 2006 M.I.P.
provisions.
Pursuant
to the terms of Section 2(a)(ii) of the Severance Benefit Agreement, and
contingent upon your execution and non-revocation of a general release (attached
as Exhibit A to this Agreement), you will be paid any earned 2007 M.I.P. based
on the 2007 M.I.P. provisions. Any payment of the 2007 M.I.P. will be based
on
your latest annualized salary ($198,816.00) prorated for the time of your active
employment. The 2007 M.I.P. target payout percentage will be consistent with
Management Level I-P (45.0%); a personal performance percentage of 70%; and
will
be paid at the same time that all 2007 M.I.P. payments are made to participants.
Stock
Options
Under
the
Company’s 2005 Stock Option Plan, as amended (“the “Plan”), you have been
granted stock options to purchase an aggregate of 50,000 shares of common stock
of the Company. Under the terms of the 2005 Stock Option Plan, the 33,333 vested
options shall remain exercisable until the sixtieth (60th)
day
following your date of termination. The remaining unvested options expire on
your date of termination.
Your
stock options will continue to be subject to the terms and conditions contained
in the Plan and any applicable award documents. Please contact Xxxxxxx Xxxxxx
at
(000) 000-0000 if you wish to exercise any of your stock options.
Restricted
Stock
Under
the
Viskase Companies, Inc. Restricted Stock Plan, on April 3, 2002 you were granted
45,605 restricted shares. Shares of the stock granted to you currently not
vested will become fully vested as of January 31, 2007 per the terms and
conditions contained in the Plan and any applicable award
documents.
Executive
Auto Reimbursement
Viskase
will provide you a lump sum payment in the amount of $17,400.00
representing the auto reimbursement of $600.00 per month for the remaining
29
months of your auto reimbursement. This amount will appear in your W-2 income
for 2007 and will be grossed up to be tax-neutral.
Vacation
You
will
be paid for any unused 2007 vacation, the 2008 accrued vacation, and any banked
vacation on your last active day of employment, or January 31,
2007.
Medical,
Dental, and Life Insurance Benefits
Contingent
upon your execution and non-revocation of a general release (attached as Exhibit
A to this Agreement), you and all eligible dependents will be able to continue
to participate in the medical, dental, vision, basic life, supplemental life,
and dependent life insurance plans during the Severance Period, or until you
are
covered under the plans of your new employer, whichever comes first. Your
payroll deductions will continue for any plans you wish to
maintain.
Please
note that these benefits are subject to the terms and conditions of their
applicable governing documents. The recitation of your eligibility for Medical,
Dental and Life Benefits herein should not be construed as vesting you in those
benefits and such benefits remain subject to the amendment and termination
provisions of the applicable governing documents.
Medical
and Dental Insurance Continuation
When
your
coverage ends under the Viskase plans at the end of the severance period, you
may continue medical and/or dental benefits with Viskase under COBRA for up
to
an additional 18 months. A letter will be provided to you explaining the
coverage, enrollment procedures, and cost.
Life
Insurance Continuation
Basic
and
supplemental life insurance plans may be converted and/or ported to an
individual policy if you apply within 30 days from the end of the severance
period. A conversion form and a portability form will be provided to
you.
Unemployment
Compensation
You
are
subject to the unemployment insurance laws of Illinois.
Defined
Benefit Pension
You
meet
the requirements for a full pension benefit from the Retirement Program for
Employees of Viskase Corporation. You also meet the eligibility requirements
for
Retiree Health and Life benefits.
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Estimated
Single Life Benefit as of February 1, 2007:
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$1,756.44/month
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Estimated
Joint & Survivor Benefit as of February 1, 2007:
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$1,680.91/month
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These
benefits are subject to the terms and conditions of their applicable governing
documents. The recitation of your eligibility for Retiree Health and Life
Benefits herein should not be construed as vesting you in those benefits and
such benefits remain subject to the amendment and termination provisions of
the
applicable governing documents.
SAVE
Plan
Your
SAVE
deductions will stop January 31, 2007. If your balance is over $5,000, you
may
leave your money in the Plan until age 70 ½, or elect a distribution. If you
elect a distribution, you may receive your entire account balance in a lump
sum,
elect monthly installment payments if you retire, or roll the balance over
into
an XXX. If your balance is under $5,000, you must receive a distribution.
You
may
exercise your options by calling the Prudential
Voice Interactive System
at
0.000.000.0000, or via the web at the Prudential
Online Retirement Center
at
xxx.xxxxxxxxxx.xxx/xxxxxx/xxxxxxxxxx.
Post-Employment
Obligations
As
part
of this Separation Agreement, it is understood, as acknowledged by your
signature at the end of this letter, that you remain bound by the terms of
Sections 4 through 15 of the Severance Benefit Agreement.
Sincerely,
VISKASE
COMPANIES, INC.
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BY:
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Xxxxxx
X. Xxxxxxx
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President
& CEO
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By
my
signature below, I hereby acknowledge receipt of a signed original of this
document and indicate my understanding, acceptance and agreement to all the
terms and conditions of the Separation Agreement.
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Xxxxxx
X. Xxxxxxx
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Dated:
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*Please
note that insurance plans may change or terminate at any time.
Exhibit
A
GENERAL
RELEASE
In
consideration of the benefits provided under the Separation Agreement between
Xxxxxx
Xxxxxxx
and
Viskase, dated 1/15/2007
(the
“Separation Agreement”), the
adequacy and sufficiency of which are hereby acknowledged, and pursuant to
the
terms of such Agreement, Xxxxxx
Xxxxxxx
hereby
releases and forever discharges Viskase Companies, Inc. (“Viskase”), its
officers, directors, employees, affiliates, successors, assigns and agents
from
any and all causes of actions, suits, damages, claims, demands, costs, losses,
expenses, fees, rights, liabilities and controversies, whatsoever, at law or
in
equity, pursuant to statute, rule, regulation or order, or otherwise, which
he
ever had or now has against Viskase, directly or indirectly, whether known
or
unknown, asserted or unasserted, fixed or contingent, disclosed or undisclosed,
including but not limited to all claims asserted or which could have been
asserted in connection with his employment with Viskase or his termination
of
employment, including, without limitation, any breach of contract claims and
claims of employment discrimination or wrongful discharge, under Title VII
of
the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment
Act of 1967, as amended, the Americans With Disabilities Act, any similar State
or local law prohibiting employment discrimination or other federal, state
or
local law, regulation, ordinance or order. Notwithstanding anything contained
herein to the contrary, this General Release does not release or discharge
Viskase from its obligations under the Separation Agreement (the
“Continuing Obligations”), or to any claims that cannot be released as a matter
of law.
Xxxxxx
Xxxxxxx
expressly acknowledges and agrees that the foregoing release is a full general
release (other than of the Continuing Obligations) which includes, without
limitation, all claims or damages which may exist as of the date of this
release, but which he does not know to exist in his favor, whether through
ignorance, oversight, error, negligence, or otherwise, and which might, if
known, have materially affected his decision to enter into this release.
Xxxxxx
Xxxxxxx
acknowledges and agrees that: (i) he has had adequate opportunity, in
consultation with counsel of his choice, to ascertain the facts and the law
relevant to this release and to his decision to enter into it; and (ii) the
facts and/or the law may be materially different from what he understands them
to be, he expressly assumes the risk thereof, and such shall not affect the
validity or enforceability of this release.
In
accordance with the Older Workers Benefit Protection Act of 1990, Xxxxxx
Xxxxxxx
acknowledges that he shall have twenty-one (21) days from the date he receives
this General Release to sufficiently consider the terms of this General Release,
and upon his acceptance of the same, he shall have seven (7) days thereafter
to
revoke his acceptance of this General Release. Any attempt on the part of
Xxxxxx
Xxxxxxx
to
revoke his acceptance of this General Release within the seven (7) days period
provided for must be in writing and sent to the attention of Xxxx X. Xxxxxxxxxx,
Viskase Companies, Inc., 0000 Xxxxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000.
Xxxxxx
Xxxxxxx
acknowledges that Viskase shall not accept a copy of this General Release prior
to Xxxxxx
Xxxxxxx’x
last
date of employment with Viskase, and further acknowledges that Xxxxxx
Xxxxxxx
will not
receive and will not be entitled to receive any of the benefits listed in the
Separation Agreement which are contingent upon the execution of this General
Release until the revocation period set forth in this paragraph has expired
without his having revoked his acceptance of this General Release.
Xxxxxx
Xxxxxxx,
by
signing this General Release, acknowledges that he has read this General
Release, has had an opportunity to consider its terms, understands that he
is
giving up important rights, is aware and has been encouraged by Viskase to
consult with any attorney before signing this General Release and has either
consulted an attorney or elected not to exercise such right, and has signed
this
General Release knowingly and voluntarily.
IN
WITNESS WHEREOF, the undersigned has executed this General Release as of the
date set forth below.
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Xxxxxx
Xxxxxxx
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Dated:
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January
31, 2007
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