EXHIBIT 10.17
SEPARATION AGREEMENT AND GENERAL RELEASE
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THIS SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is entered into
this 6/th/ day of December, 1999, by and between Xxxx X. Xxxxxxxxxxx, an
individual resident of North Oaks, Minnesota ("Xxxxxxxxxxx"), and Verdant
Brands, Inc., a Minnesota corporation formerly known as Ringer Corporation
("Verdant").
WHEREAS, Xxxxxxxxxxx has been an exemplary employee of Verdant for more
than five (5) years and currently serves as Verdant's Executive Vice President,
Chief Financial Officer, Treasurer and Secretary;
WHEREAS, Verdant and Xxxxxxxxxxx have mutually agreed that it is in each of
their best interests for Xxxxxxxxxxx'x employment with Verdant to cease at the
close of business on December 1, 1999 (the "Termination Date"); and
WHEREAS, as an inducement to Verdant to enter into this Agreement,
Xxxxxxxxxxx is willing to provide Verdant with a full and complete release of
all actual and potential claims which Xxxxxxxxxxx may have against Verdant,
including, but not limited to, any claim that might arise out of Xxxxxxxxxxx'x
employment with Verdant or the termination thereof;
NOW, THEREFORE, in consideration of the premise, the respective promises
contained herein, and other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, Xxxxxxxxxxx and Verdant agree as
follows:
1. Xxxxxxxxxxx and Verdant agree that Xxxxxxxxxxx'x employment with
Verdant shall be deemed to have terminated at the close of business on the
Termination Date.
2. In full settlement of all charges, rights, suits, demands,
controversies, claims and/or causes of action which Xxxxxxxxxxx may have, or
claim to have, against Verdant, Verdant agrees to make the following payments to
Xxxxxxxxxxx and provide the following benefits to Xxxxxxxxxxx for the period
beginning on the Termination Date and ending on November 30, 2000 (the
"Severance Period"), unless otherwise noted:
(a) The sum of $125,000, as severance pay, paid ratably on a semi-
monthly basis, less legally required deductions and withholdings, during the
Severance Period;
(b) One hundred percent (100%) of his Verdant-sponsored group health,
dental and long-term disability insurance benefits providing for family
coverages for health and dental coverages, or at the option of Xxxxxxxxxxx,
reimbursement for 100% of the cost of similar health, dental and long-term
disability insurance policies if such policies are obtained by Xxxxxxxxxxx from
other insurance carriers;
(c) An executive office space allowance of $1,000 per month for a
period of one (1) year beginning on the earlier of (i) date in which Xxxxxxxxxxx
first secures and occupies such office space; or (ii) March 1, 2000; and
(d) Transfer to Xxxxxxxxxxx of the personal computer system which is
currently utilized by Xxxxxxxxxxx at Verdant, consisting of a computer
processor, monitor and printer.
Notwithstanding the above, if during the Severance Period, Xxxxxxxxxxx
obtains full-time employment from an employer other than Verdant, (i) the amount
of compensation he receives from such
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other employment from and after the date which is six (6) months after the
Termination Date shall be offset dollar-for-dollar against Verdant's severance
obligations under this Agreement, and (ii) the insurance benefits provided under
section 2(b) shall terminate as of the date that comparable coverage under such
new employment commences.
3. Effective as of the Termination Date, the Company shall cancel that
certain promissory note, dated April 29, 1997 (the "Note"), which was delivered
to the Company by Xxxxxxxxxxx in connection with the purchase by Xxxxxxxxxxx of
10,000 (post-reverse stock split) shares of the Company's common stock pursuant
to an agreement, dated April 29, 1997 (the "Stock Purchase Agreement"), and
Xxxxxxxxxxx shall thereafter be released from any continuing obligation to make
payment to the Company of his obligations under the Note. As soon as
practicable after the Termination Date, the Company shall deliver to Xxxxxxxxxxx
(a) the original copy of the Note marked "PAID IN FULL", and (b) the
certificates evidencing the shares of the Company's common stock which have been
pledged to the Company to secure the payment of the Note. As of the Termination
Date, the Stock Purchase Agreement, the Note and the stock pledge agreement
entered into by Xxxxxxxxxxx pursuant to the Stock Purchase Agreement shall
terminate, shall be null and void and shall be of no continuing legal force or
effect, except that the Company shall continue to be obligated to make the cash
bonus payment specified in section 6(a)(ii) of the Stock Purchase Agreement to
Xxxxxxxxxxx on or before December 31, 1999.
4. During the Severance Period, any claim submitted by Xxxxxxxxxxx under
Verdant's group health and/or dental insurance programs is a matter between
Xxxxxxxxxxx and the insurance carrier, and Verdant does not represent or warrant
that any such claim will be paid. All other items of remuneration not
specifically mentioned above, including, but not limited to, unused or accrued
vacation, bonuses, and commissions have been resolved and are included in the
Severance Pay.
5. (a) By this Agreement, Xxxxxxxxxxx and Verdant intend to settle any
and allclaims Xxxxxxxxxxx has or may have against Verdant as a result of its
hiring Xxxxxxxxxxx, Xxxxxxxxxxx'x employment with Verdant, and/or the cessation
of Xxxxxxxxxxx'x employment with Verdant and Xxxxxxxxxxx acknowledges and agrees
that the severance payment and other consideration transferred to Xxxxxxxxxxx
pursuant to this Agreement provide adequate consideration for the release set
forth below.
(b) For the payment and considerations expressed herein, Xxxxxxxxxxx
on behalf of himself and his heirs, personal representatives, successors and
assigns, and each of them, hereby releases and discharges Verdant, its officers,
employees, agents, assigns, insurers, representatives, counsel, successors,
shareholders, and/or directors from all liability for damages and agrees not to
institute any claim for damages, by charge or otherwise, nor authorize any other
party, governmental or otherwise, to institute any claims for damages via
administrative or legal proceedings against Verdant for any such claims,
including any and all claims relating to discrimination of any kind; and any
contract, quasi contract, or tort claims, whether developed or undeveloped,
arising from or related to Verdant's hiring of Xxxxxxxxxxx, Xxxxxxxxxxx'x
employment with Verdant, and/or the cessation of Xxxxxxxxxxx'x employment with
Verdant; however, Xxxxxxxxxxx does not waive any claims arising after the
execution of this Agreement (including claims for expense reimbursement under
section 10).
(c) Xxxxxxxxxxx has been informed of his right to revoke this
Agreement as it relates to and extends to potential claims under the Age
Discrimination in Employment Act 29 U.S.C. (S)(S) 621, et seq. by informing
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Verdant of his intent to revoke this Agreement within seven (7) calendar days
following his execution of this Agreement. This Agreement shall not become
effective or enforceable until such seven (7) day period has expired.
(d) The terms of this Agreement shall be open for acceptance by him
for a period of fourteen (14) days during which time he may consider whether to
accept this Agreement. Such fourteen
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(14) day period shall begin to run on the date of this Agreement, and this
Agreement shall not become effective or enforceable until such seven (7) day
period has expired.
6. During each of the first three (3) months of the Severance Period,
Xxxxxxxxxxx agrees to provide Verdant with up to ten (10) hours of his time to
assist Verdant with issues to which Xxxxxxxxxxx has special knowledge. To the
extent Xxxxxxxxxxx provides services to Verdant in excess of ten (10) hours per
month during the first three (3) months of the Severance Period, Verdant shall
compensate Xxxxxxxxxxx at the rate of $75 per hour, which compensation shall be
paid to Xxxxxxxxxxx within fourteen (14) days of Xxxxxxxxxxx'x presentation of
billing for such services.
7. During the Severance Period, Xxxxxxxxxxx shall not participate in
activities deemed to be in direct competition with Verdant in any phase of its
business, including the rendering of services relating to the design,
development, manufacture, distribution, marketing, leasing or selling of
accessories, devices or systems related to the products or services currently
being sold by Verdant. However, advisory services provided by Xxxxxxxxxxx to
businesses in the lawn and garden, agricultural, pest control and
environmentally sensitive products industries which relate to general corporate,
business development and corporate financing matters are not a violation of this
covenant not-to-compete with Verdant.
8. The benefits contained in this Agreement which flow to Xxxxxxxxxxx
from Verdant are subject to termination, reduction, or cancellation in the event
that Xxxxxxxxxxx takes any action or engages in any conduct deemed by Verdant to
be in violation of this Agreement.
9. Xxxxxxxxxxx agrees not to disclose the terms and conditions of this
Agreement to any past, present, or future employee of Verdant, or any other
individual or entity, except his attorney, accountant, tax consultant, state and
federal tax authorities, or as may be required by law; and Verdant also agrees
not to disclose the terms and conditions of this Agreement, except as it deems
necessary to its managers, officers, directors, shareholders, insurers,
attorneys, accountants, auditors, state and federal tax authorities, or as may
be required by law.
10. Xxxxxxxxxxx will submit any final open expense reports to Verdant for
reimbursement by December 20, 1999. After the Termination Date, Xxxxxxxxxxx
shall no longer be authorized to incur any expenses, obligations or liabilities
on behalf of Verdant, unless such items have been pre-approved by Verdant's
President.
11. (a) This Agreement is personal to Xxxxxxxxxxx and may not be assigned
by Xxxxxxxxxxx to any person or entity with the exception of Xxxxxxxxxxx'x
surviving spouse and/or estate without the written agreement of Verdant.
(b) This Agreement shall not in any way be construed as an admission
by Verdant that it has acted wrongfully with respect to Xxxxxxxxxxx or any other
person, or that Xxxxxxxxxxx has any rights whatsoever against Verdant, and
Verdant specifically disclaims any liability to, or wrongful acts against,
Xxxxxxxxxxx or any other person, on the part of itself, its employees or its
agents.
(c) In the event that federal or state agencies request information
from Verdant concerning the date Xxxxxxxxxxx left his employment at Verdant,
Verdant will respond that his employment terminated upon the close of business
on the Termination Date.
(d) This Agreement contains the entire agreement between the parties.
Xxxxxxxxxxx here by affirms that his rights to payments or benefits from Verdant
are specified exclusively and completely in this Agreement. Any modification
of, or addition to, this Agreement must be in writing signed by Xxxxxxxxxxx and
by Verdant.
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(e) To the extent any clause or provision of this Agreement shall be
determined to be invalid and unenforceable, such clause or provision shall be
deleted and the validity and enforceability of the remainder of this Agreement
shall be unaffected.
(f) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Minnesota.
(g) Xxxxxxxxxxx hereby affirms and acknowledges that he has been
advised to consult with an attorney prior to executing this Agreement.
Xxxxxxxxxxx warrants and represents that he understands the meaning of the terms
of this Agreement and their effects and that he enters into this Agreement
freely and voluntarily.
IN WITNESS WHEREOF, Xxxxxxxxxxx and Verdant have executed this Agreement by
their signatures below.
/s/ Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
VERDANT BRANDS, INC.
By /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Chairman
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