Exhibit 10(i)
CONSULTING AGREEMENT AND RELEASE
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This Agreement is made between B-Line Systems, Inc., including any
subsidiaries, parent, affiliated or related companies, their successors
and assigns (hereinafter collectively referred as "B-Line"), and ▇▇▇▇▇
▇▇▇▇▇▇ ("▇▇▇▇▇▇").
WHEREAS, Worley desires to retire from his employment and settle
all legal rights and obligations resulting from ▇▇▇▇▇▇'▇ employment
with B-Line; and
WHEREAS, Worley has been employed by B-Line and is intimately
familiar with its business; and
WHEREAS, B-Line desires to retain Worley as an independent
contractor to render consulting and advisory services to B-Line, and to
assist in the conduct of its business; and
WHEREAS, Worley desires to be so retained and render such
consulting and advisor services to B-Line, all on the terms and subject
to the conditions herein provided;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations and undertakings of the parties set forth
herein, the adequacy and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Worley agrees to voluntarily retire from his employment with
B-Line effective December 31, 1998 and agrees to be available to
perform services as a consultant for B-Line for the compensation set
forth below for the eighteen (18) month period from January 1, 1999
through June 30, 2000, when Worley will cease to be a consultant or
associated with B-Line in any capacity. Worley further agrees to
resign as an officer of Sigma/▇▇▇▇▇▇▇ Corporation ("Sigma/▇▇▇▇▇▇▇")
effective December 31, 1998.
2. In consideration for ▇▇▇▇▇▇'▇ execution of this Separation
Agreement and Release (hereinafter "Agreement"), B-Line agrees:
(a) To continue to pay Worley his regular salary up to and
including December 31, 1998.
(b) To pay Worley the sum of Eleven Thousand Dollars
($11,000) per month, as compensation for the eighteen (18) month
period, January 1, 1999 through June 30, 2000, that Worley agrees to
serve as a consultant to B-Line pursuant to this Agreement. Worley
understands and agrees that said payments are made for services as an
independent contractor and he agrees to pay all taxes due on said
payments.
(c) To continue to cover Worley under B-Line's group
medical insurance plan through June 30, 2000. The parties
acknowledge and agree that the effective date of ▇▇▇▇▇▇'▇ retirement
shall constitute the qualifying event for purposes of COBRA. Should
Worley exercise his right to elect COBRA continuation coverage, B-
Line agrees to pay for such coverage, provided such coverage does
not extend beyond June 30, 2000. Effective June 30, 2000, Worley
shall be eligible to participate, should he so apply/elect, in B-
Line's retiree health benefit program.
(d) To pay Worley on January 4, 1999, less deductions
required by law for 10,200 Sigma/▇▇▇▇▇▇▇ incentive stock bonus units
within the Sigma/▇▇▇▇▇▇▇ Incentive Stock Bonus Plan, which value
will be calculated using the highest closing price of Sigma/▇▇▇▇▇▇▇
stock on the NASDAQ Exchange on any trading day between November 24,
1998 and December 31, 1998 and increased as appropriate for tax
considerations. A schedule of said incentive stock bonus units is
attached hereto as Schedule 1.
(e) To allow Worley ninety (90) days from the effective
date of his resignation to exercise all stock options, with all
stock options to be considered fully vested in accordance with the
terms of the Sigma/▇▇▇▇▇▇▇ Stock Option Plan. A schedule of said
stock options is attached hereto and incorporated herein as Schedule
2.
(f) To transfer title of ▇▇▇▇▇▇'▇ company car to Worley
effective December 31, 1998.
3. The parties agree that the compensation and benefits
described above provided Worley by B-Line represents additional
compensation and benefits to which Worley would not be entitled
absent this Agreement. The parties further agree that the
compensation and benefits described above constitute the total
understanding of all compensation and benefits payable by B-Line to
Worley with regard to his employment by B-Line, the resignation
thereof, and his services as a consultant, and that no other
compensation, bonuses, incentive stock bonus units, stock options,
vacation, benefits or payments of any kind will be paid other than
the amounts set forth above.
4. (a) B-Line agrees to retain Worley as a consultant, and
Worley agrees to serve as a consultant to B-Line, during the period
January 1, 1999 through June 30, 2000. Worley agrees to provide
reasonable advisory and consulting services to B-Line on such
matters relating to the business of B-Line as B-Line from time to
time may request. These consulting services will be within the
experience and vocational capabilities of Worley and reasonable
notice and deadlines for accomplishment of services by Worley will
be provided by B-Line. All requests for the consulting services of
Worley will be issued by ▇▇▇▇ ▇. (▇▇▇) ▇▇▇▇, Chief Executive
Officer, Sigma/▇▇▇▇▇▇▇ Corporation, who will specify the question to
be answered and/or the matter to be addressed, leaving the means,
methods and details of performance to ▇▇▇▇▇▇'▇ independent judgment
and discretion consistent with the law and common business ethics
and standards of conduct.
(b) For and during the term of ▇▇▇▇▇▇'▇ consulting
services, Worley will be deemed to be, and will be acting as, an
independent contractor with respect to any consulting services
requested pursuant to this Agreement. Nothing contained in this
Agreement shall be construed to create the relation of
employer/employee between Worley and B-Line. Worley will be free to
exercise his own judgment as to the means and details by which he
will accomplish the performance of any consulting services performed
under this Agreement. ▇▇▇▇▇▇'▇ authority is limited to providing
consulting services, and he shall have no authority whatsoever to
incur any obligation or liability, or make any contract, agreement,
or any other commitment on behalf of B-Line or any subsidiaries or
affiliates thereof, without the express prior written consent of
▇▇▇▇ ▇. (▇▇▇) ▇▇▇▇, Chief Executive Officer, Sigma/▇▇▇▇▇▇▇
Corporation.
5. Worley hereby waives and releases B-Line, its officers,
directors, representatives, and employees from any and all claims
made, or which could have been made, of whatever nature, as a
consequence of his employment or the termination of his employment
relationship with B-Line pursuant to this Agreement, or arising out
of any known or unknown fact, condition, or incident occurring
prior to the date of this Agreement, including, but not limited to,
all claims of discrimination under local, state or federal law,
regulation or executive order, including, but not limited to, all
claims under the Age Discrimination in Employment Act, Title VII of
the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Employee Retirement Income Security Act, the Americans With
Disabilities Act, any other federal, state or local law, ordinance
or regulation regarding discrimination in employment or termination
of employment, any claims for breach of contract, wrongful
termination, promissory estoppel, detrimental reliance, negligent or
intentional infliction of emotional distress, or any other common
law claims in contract or tort, all claims for lost wages, bonuses,
commissions, benefits, stock options, incentive stock options,
expenses, severance, re-employment, compensatory or punitive
damages, attorneys' fees and all claims for any other type of damage
relief. Worley further waives all rights to future employment with
B-Line and agrees not to apply for employment with B-Line subsequent
to the effective date of his retirement.
Notwithstanding the foregoing Release, nothing contained in
this Agreement shall limit ▇▇▇▇▇▇'▇ rights to indemnification from
Sigma/▇▇▇▇▇▇▇ or his rights to coverage under Sigma/Aldrich's D&O
coverage (or other insurance coverage) for acts or omissions as an
officer of Sigma/▇▇▇▇▇▇▇ that he would be covered for under the
terms of existing indemnification policies and insurance policies.
6. Worley agrees to return all B-Line property in his
possession including, without limitation, computer, telephone and
facsimile machine, on or immediately following the effective date of
his retirement.
7. Worley covenants not to ▇▇▇ B-Line or any other party
released herein with respect to any claim released pursuant to this
Agreement.
8. Worley agrees not to disclose the terms or details of this
Agreement to any person other than his attorney, accountant, income
tax preparer, spouse and children. Worley agrees to ensure said
individuals maintain such confidentiality.
9. By execution of this document, Worley expressly waives any
and all rights to claims under the Age Discrimination in Employment
Act of 1967, 29 U.S.C. 621, et seq.:
(a) Worley acknowledges that his waiver of rights or
claims refers to rights or claims arising under the Age
Discrimination in Employment Act of 1967, is in writing and is
understood by Worley;
(b) Worley expressly understands that by execution of
this document, Worley does not waive any rights or claims that may
arise under the Age Discrimination in Employment Act of 1967, after
the date the waiver is executed;
(c) Worley acknowledges that the waiver of his rights or
claims arising under the Age Discrimination in Employment Act is in
exchange for the consideration outlined in this Agreement which is
above and beyond that to which Worley is entitled and that this
waiver is not requested in connection with an existing incentive or
other employment termination program;
(d) Worley acknowledges that B-Line expressly advised him
on November 24, 1998 to consult an attorney of his choosing prior to
executing this document and that he has been given a period of not
less than twenty-one (21) days within which to consider this
document;
(e) Worley acknowledges he has been advised by B-Line
that he is entitled to revoke (in the event he executes this
document) his waiver of rights or claims arising under the Age
Discrimination in Employment Act within seven (7) days after
executing this document and that said waiver will not and does not
become effective or enforceable until the seven (7) day revocation
period has expired. Worley agrees that payment of monies due under
this executed and unrevoked waiver shall not be payable until the
seven (7) day revocation period has expired.
10. The parties further agree as follows:
10.1 That the covenants of this Agreement are severable and
that if a clause(s) shall be found unenforceable, the entire
document shall not fail but shall be construed and enforced without
any severed clause(s) in accordance with the terms of this document;
10.2 That this Agreement shall supersede all other oral or
written agreements including, without limitation, ▇▇▇▇▇▇'▇
employment agreement dated April 9, 1990 or understandings between
the parties with the exception that Worley shall continue to be
bound by the Agreement between B-Line and Worley executed by him
during employment by B-Line and attached hereto as Exhibit A.
10.3 That this Agreement contains the entire understanding of
the parties and that this Agreement shall not be modified, altered
or changed except upon the express written consent of the parties
hereto;
10.4 That B-Line's failure to exercise any of its rights in the
event Worley breaches any of the separate and distinct promises in
this Agreement shall not be construed as a waiver of such breach or
prevent B-Line from later enforcing strict compliance with any and
all promises in this Agreement;
10.5 B-Line and the other parties released herein specifically deny
that they have violated any statute, regulation, or any other legal duty
governing their relationship with Worley. It is understood that the
payments and other consideration provided by this Agreement are not and
shall not be construed to be an admission of guilt or liability on the
part of any party hereby released.
11. Worley acknowledges he has read this Agreement, that he has had
a reasonable amount of time to consider its terms, that the only
consideration for him signing this Agreement are the terms stated above,
that no other promise, agreement, statement or representation of any kind
has been made to him by any person or entity to cause him to sign this
Agreement, that he is competent to execute this Agreement, that he has
had an adequate opportunity to discuss this Agreement with an attorney
and he has done so or he has voluntarily elected not to do so, that he
fully understands the meaning and intent of this Agreement and that he is
voluntarily executing it of his own free will after good faith
negotiations with B-Line concerning its terms.
AGREED TO AND ACCEPTED:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
STATE OF Missouri )
)ss.
CITY OF St. Louis )
COMES NOW ▇▇▇▇▇ ▇▇▇▇▇▇, who states to me that he has read and
understands the foregoing Agreement and agrees to and accepts its terms
and conditions as a free act of his own volition.
Subscribed and sworn to before me this 10th day of December, 1998.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Notary Public
My Commission Expires:
8/26/2001
B-LINE SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date: 12/10/98
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SCHEDULE 1
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SIGMA/▇▇▇▇▇▇▇ CORPORATION
INCENTIVE STOCK BONUS PLAN
YEAR STOCK BONUS UNITS OUTSTANDING
---- -----------------------------
1993 2,400
1994 -0-
1995 4,000
1996 2,300
1997 1,500
SCHEDULE 2
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SIGMA/▇▇▇▇▇▇▇ CORPORATION
STOCK OPTION GRANTS
Number of
Year Price Shares
---- --------- ------------
1990 $14.5625 7,000
1992 $23.375 6,000
1993 $27.625 40,000
1994 $18.125 40,000
1995 0
1996 0
1997 $36.00 20,000
All share prices and grant amounts prior to 1997 have been adjusted for
January, 1997 stock dividends.
EXHIBIT "A"
AGREEMENT between SIGMA CHEMICAL COMPANY and
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In consideration of the compensation and other benefits of my employment or
continued employment by Sigma Chemical Company (the Company) and of other
valuable consideration, I agree as follows:
CONFIDENTIAL INFORMATION
I recognize that the Company is engaged in the business of research,
development, manufacture and sale of chemicals, chemical products and allied
activities, which business requires for its successful operation the fullest
security of its Confidential Information of which I will acquire knowledge
during the course of my employment.
As used in this agreement, "Confidential Information" means all technical and
business information of the Company, or which is learned or acquired by the
Company from others with whom the Company has a business relationship in which,
and as a result of which, similar information is revealed to the Company,
whether patentable or not, which is of a confidential, trade secret and/or
proprietary character and which is either developed by me (alone or with others)
or to which I shall have had access during my employment. Confidential
Information shall include all data, designs, plans, notes, memoranda, work
sheets, formulas, processes, patents, customer and supplier lists.
I shall use my best efforts and diligence both during and after my employment
with the Company to protect the confidential, trade secret and/or proprietary
character of all Confidential Information. I shall not, directly or indirectly,
use (for myself or another) or disclose any Confidential Information, for so
long as it shall remain proprietary or protectible as confidential or trade
secret information, except as may be necessary for the performance of my duties
for the Company.
I shall promptly deliver to the Company, at the termination of my employment
or at any time at the Company's request, without retaining any copies, all
documents and other material in my possession relating, directly or indirectly,
to any Confidential Information.
Each of my obligations in this section shall also apply to the confidential,
trade secret and proprietary information learned or acquired by me during my
employment from others with whom the Company has a business relationship.
COMPETITIVE ACTIVITY
I shall not, directly or indirectly (whether as owner, partner, consultant,
employee or otherwise), at any time during the period of my employment by the
Company and for a period of two years following termination for any reason of my
employment with the Company engage in or contribute my knowledge to any work or
activity that involves a product, process, service or development which is then
competitive with and the same or similar to a product, process, service or
development on which I worked or with respect to which I had access to
Confidential Information while with the Company. However, I shall be permitted
to engage in such proposed work or activity, and the Company shall furnish me a
written consent to that effect signed by an officer, if I shall have furnished
to the Company clear and convincing written evidence, including assurances from
me and my new employer, that the fulfillment of my duties in such proposed work
or activity would not cause me to disclose, base judgements upon, or use any
Confidential Information, including information relating to the identity of or
product supplied to or pruchased from the customers or suppliers of the Company.
Following expiration of said two-year period, I shall continue to be
obligated under the "Confidential Information" section of this Agreement not to
use or to disclose Confidential Information so long as it shall remain
proprietary or protectible as confidential or trade secret information.
Following termination of my employment for any reason, I agree to advise the
Company of my new employer within ten days after accepting new employment. I
further agree to keep the Company so advised of any change in my employment for
two years following termination of my employment with the Company.
I understand that it is not the intention of the Agreement to prevent me from
earning a livelihood utilizing my general purchasing, sales, professional or
technical skills in any of the hospitals, businesses, research or manufacturing
facilities of companies which are not directly or indirectly in competition with
the Company.
IDEAS, INVENTIONS, DISCOVERIES
I shall promptly disclose to the Company all ideas, inventions or
discoveries, whether or not patentable, which I may conceive or make (alone or
with others) during my employment, whether or not during working hours, and
which, directly or indirectly,
(a) relate to matters within the scope of my duties or field of
responsibility during my employment with the Company; or
(b) are based on my knowledge of the actual or anticipated business or
interest of the Company; or
(c) are aided by the use of time, materials, facilities or information of
the Company.
I herby assign to the Company or its designee, without further compensation,
all of my right, title and interst in all such ideas, inventions or discoveries
in all countries of the world.
Without further compensation but at the Company's expense, I shall give all
testimony and execute all patent applications, rights of priority, assignments
and other documents and in general do all lawful things requested of me by the
Company to enable the Company to obtain, maintain and enforce protection of such
ideas, inventions and discoveries for and in the name of the Company or its
designee (as the case may be) in all countries of the world. However, should I
render any of these services during a two-year period following termination of
my employment, I shall be compensated at a rate per hour equal to the basic
salary I received from the Company at the time of termination and shall be
reimbursed for reasonable out-of-pocket expenses incurred in rendering the
services.
GENERAL
If I am employed by an affiliate of the Company and have not entered into a
superseding agreement with my new employer covering the subject matter of this
Agreement, then this Agreement shall continue in effect and my new employer
shall be termed "the Company" for all purposes hereunder and shall have the
right to enforce this Agreement as my employer. In the event of any subsequent
employment by the Company or any other affiliate, may new employer shall succeed
to all rights under this Agreement so long as such employer shall be an
affiliate of the Company and so long as this Agreement has not been superseded.
As used in this Agreement, an "affiliate" of the Company shall mean any
parent or subsidiary of the Company, any company owned or controlled by any
parent of the Company as well as any subsidiary of such companies and any
company or corporation with which the Company has a contractual or ongoing
business relationship which requires the Company and such other company or
coporation to agree to noncompetition or non-disclosure covenants similar to or
the same as those contained herein.
The Company and I shall have the right to terminate my employment at any time
by giving at least days written notice to the other party; provided,
however, the Company may terminate my employment without notice at any time for
any cause deemed by it to be a breach of my employment duties or of any of my
obligations under this Agreement. The Company, at its option, any elect to pay
my salary for the notice period instead of continuing my active employment
during that period.
I hereby acknowledge that damages for the violation of the provisions
contained in this Agreement will not give full and sufficient relief to the
Company, and I agree that in the event of any violation of any of said
provisions the Company shall be entitled to injunctive relief against violation
thereof, in addition to any other rights it may have by reason of said
violation.
This Agreement shall be interpreted under the laws of the State of Missouri.
If any provison of this Agreement is held invalid in any respect, it shall not
affect the validity of any other provision of this Agreement. If any provision
of the Agreement is held to be unreasonable as to time, scope or otherwise, it
shall be construed by limiting and reducing it so as to be enforceable under
then applicable law.
This Agreement is signed in duplicate, as of the 29th day of March, 1990.
SIGMA CHEMICAL COMPANY
By /s/ ▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature of Employee
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Typed Name and Title Typed Name of Employee
