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EXHIBIT 10.14
SHELDAHL, INC.
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx XX 00000-0000
October 15, 1999
Mr. Xxxx XxXxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
This letter describes our agreement regarding your resignation as Vice
President, Finance and Officer of Xxxxxxxx, Inc. ("Xxxxxxxx"), effective
February 25, 2000 (your "VP Resignation Date"), and your resignation as a
Xxxxxxxx employee, effective August 11, 2000 (your "Xxxxxxxx Resignation Date").
We are offering to provide you with the following benefits in connection with
your departure from Xxxxxxxx, contingent upon your timely execution and
non-rescission of this agreement and your compliance with your obligations
hereunder:
1. Until your VP Resignation Date, you will continue to execute your duties in
a professional and fully satisfactory manner, including but not limited to
key contributions to such matters as year-end closing and financial
reporting, the successful transition to the new corporate controller, Union
contract negotiations and other related business activities. If, prior to
your VP Resignation Date, you or Xxxxxxxx determines that it is in your or
our best interests to accelerate said Date, that party will notify the
other party in writing of an accelerated VP Resignation Date. In that
event, your Xxxxxxxx Resignation Date will be accelerated by the same
number of days. It is the intention of both parties, based on the
transition needs of the Company and the desires of XxXxxxx, to achieve a
fully satisfactory closure to his employment, making the acceleration of
his VP Resignation Date unlikely.
2. Effective as of your VP Resignation Date (as accelerated, if applicable),
you will continue your employment with Xxxxxxxx as Special Projects
Consultant, at your base compensation rate then in effect, until your
Xxxxxxxx Resignation Date.
3. You will be given credit for 180 hours of vacation time under HR Policy
04.21. Provided your Xxxxxxxx Resignation Date occurs no sooner than August
4, 2000, this vacation benefit must be used during the period from February
25, 2000 to August 4, 2000 and there will be no vacation payout at the time
of your Xxxxxxxx Resignation. If your Xxxxxxxx Resignation Date occurs
prior to August 4, 2000, this provision will not apply and you will receive
the appropriate vacation benefit and payout as defined in HR04.21.
4. Beginning with our August 18, 2000 payday (or the appropriate accelerated
payday, in
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accordance with paragraph 1), we will pay you a weekly paycheck of
$3,045.49, subject to applicable withholding, on 102 consecutive weekly
paydays, through the payday of August 9, 2002.
The Company will pay you 75% of the bonus which you would have earned under
Xxxxxxxx'x FY2000 incentive compensation program if you had remained Vice
President, Finance through FY 2000 and if Xxxxxxxx meets its FY2000 goals.
This amount, if any, is subject to applicable withholding and will be paid
to you when eligible executives receive their bonuses.
All payments from Xxxxxxxx to you under this paragraph shall be reduced
dollar for dollar by any of the following payments to you: (a) severance
benefits under the Xxxxxxxx, Inc. Xxxxxxxxx Pay Plan or any other Xxxxxxxx
plan (including, in the case of Disability, any Company short term or long
term disability plan or benefit), policy or otherwise, (b) payments which
you receive from Xxxxxxxx under the Employee Agreement attached as Exhibit
A, (c) any compensation or fees in excess of $10,000 in any three-month
period or $40,000 per year (before taxes) which you receive from another
employer or other entity for which you are performing services (excluding
entities for which you are performing services as of the date of this
agreement), or (d) unemployment benefits.
5. The Company will continue to pay the full premiums of core level coverage
for your Xxxxxxxx group health, dental and life insurance while you are
receiving severance pay pursuant to paragraph 3, or, if earlier, the date
on which you are participating in other group plans. You agree to notify
Xxxxxxxx immediately if your participation under other group plans occurs.
If you are not covered under other such group plans as of the last day of
the severance period, Xxxxxxxx will pay $400 per month of your Xxxxxxxx
group premiums until the earlier of your coverage under other group plans
or your 65th birthday. All rights which you may have under Xxxxxxxx'x group
plans are subject to the terms of the plans, applicable laws and the
continuation of said plans for active Xxxxxxxx employees. Information and
election forms concerning your group coverages will be provided to you at
the appropriate time.
6. Any of your stock options under any Xxxxxxxx, Inc. Stock Option Plan which
are not 100% vested as of your Xxxxxxxx Resignation Date shall continue to
vest as provided in the applicable Stock Option Agreement during your
severance period. In addition, the exercise period for your stock options
shall be the exercise period set forth in the applicable Stock Option
Agreement (the "Post-Termination Exercise Period"). If you die during the
Post-Termination Exercise Period, all of your stock options may be
exercised (to the extent vested on the date of your death) at any time
within not more than one year after your death but in no event after the
expiration date of any such option. Notwithstanding the above, if, during
the Post-Termination Exercise Period, you accept employment with, provide
services in any capacity for, engage in the business of a competitor of
Xxxxxxxx, or in any other way violate the terms of this agreement or your
Employee Agreement (Exhibit A), any remaining vesting shall cease as of the
date of such action and the Post-Termination Exercise Period shall be
reduced to 30 days from the date of such action or the remaining time in
the Post-Termination Exercise Period, whichever is less. A schedule of your
stock options and their
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Mr. Xxxx XxXxxxx
October 15, 1999
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vesting status as of the date of this agreement is attached as Exhibit B.
7. The Company will pay the cost of one physical examination at the Mayo
Clinic, consistent with the executive physical examination program, prior
to February 28, 2001.
8. If you request this service, we will provide you with up to six months of
outplacement assistance, in a program selected by Xxxxxxxx, with your
choice of Drake, Beam, Xxxxx or Lee, Hecht, Xxxxxxxx. This program must
commence no later than August 25, 2000.
9. Provided your Xxxxxxxx Resignation Date occurs no sooner than August 4,
2000 and you are otherwise eligible under the plan, Xxxxxxxx will provide
your designated beneficiary with a death benefit of $139,441.58 under your
Xxxxxxxx, Inc. Retired Officers Life policy, minus the $5,000 death benefit
provided under the terminated Xxxxxxxx, Inc. Defined Benefit Plan, for a
death benefit from that policy of $134,441.58. You will also receive the
$5,000 death benefit provided under the terminated Xxxxxxxx, Inc. Defined
Benefit Plan. Your total death benefits from both plans will be
$139,441.58.
In consideration of the benefits to be afforded to you as outlined above, you
agree to do the following things:
1. You hereby release Xxxxxxxx, Inc., its past and present affiliates, and its
and their past and present officers, directors, agents, shareholders,
employees, attorneys, insurers and indemnitors (collectively, the
"Releasees") from any and all claims and causes of action, known or
unknown, which you may have against any and all of them. Through this
release, you extinguish all causes of action against the Releasees
occurring up to the date on which you sign this agreement, including but
not limited to any contract, compensation or benefit claims; intentional
infliction of emotional distress, defamation or any other tort claims; all
claims for costs and attorney's fees; and all claims arising from any
federal, state or municipal law or ordinance, including the Employee
Retirement Income Security Act, the Family and Medical Leave Act and the
Fair Labor Standards Act. This release extinguishes any potential claims of
employment discrimination arising from your employment with and resignation
from Xxxxxxxx, including specifically any claims under the Minnesota Human
Rights Act, the Americans With Disabilities Act, Title VII of the Civil
Rights Act of 1964, the Older Workers Benefit Protection Act, and the Age
Discrimination in Employment Act. This release does not extinguish any
claims which arise against Xxxxxxxx after you sign this agreement.
You have until November 30, 1999 to review and consider this offer. If you
sign this agreement before that date, you will be voluntarily waiving your
right to the full review period. You also have the right to rescind this
agreement within 15 calendar days of the date upon which you sign it. You
understand that if you desire to rescind this agreement, you
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Mr. Xxxx XxXxxxx
October 15, 1999
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must put the rescission in writing and deliver it to Xx. Xxxxx X. Pfister,
Sheldahl, Inc., 0000 Xxxxxxxx Xxxx, Xxxxxxxxxx XX 00000-0000, by hand or by
mail within 15 calendar days of the date on which you sign this agreement.
If you deliver the rescission by mail, it must be postmarked within 15
calendar days of the date on which you sign this agreement and sent by
certified mail, return receipt requested. If you rescind this agreement,
your stock option exercise rights shall remain at 90 days from your
Xxxxxxxx Resignation Date in accordance with your unamended stock option
agreement, and continuation of your group benefits will be in accordance
with Xxxxxxxx policies and procedures.
2. At our specific request and at mutually convenient times while you are
receiving payments under this agreement, you agree to consult with me or my
designee with respect to transitional Xxxxxxxx business matters. You also
agree to cooperate with Xxxxxxxx in any current or future claims or
lawsuits involving Xxxxxxxx where you have knowledge of the underlying
facts. In addition, you agree that you will not voluntarily aid, assist, or
cooperate with any claimants or plaintiffs or their attorneys or agents in
any claims or lawsuits commenced in the future against Xxxxxxxx, provided,
however, that nothing in this agreement will be construed to prevent you
from testifying truthfully as required by valid legal or administrative
process.
3. You agree that you will not disclose the terms of this agreement to anyone
other than your spouse, tax advisor, attorney or as otherwise required by
valid administrative or judicial process. To the extent you make any
disclosures permitted in the preceding sentence, you will take all
necessary steps to assure that any such disclosee honors this
confidentiality obligation.
4. You certify that you will return to Xxxxxxxx all credit cards, keys,
documents, software, confidential information and any other Xxxxxxxx
property in your possession (including all copies) no later than your VP
Resignation Date or earlier if requested by Xxxxxxxx. You may keep your
personal computer until your Xxxxxxxx Resignation Date and Xxxxxxxx will
provide to you any materials which you will need in the performance of your
Special Projects activities between your VP Resignation Date and your
Xxxxxxxx Resignation Date.
You and Xxxxxxxx agree that you will continue, as in the past, to speak
respectfully and positively about each other.
This agreement shall not in any way be construed as an admission of liability by
Xxxxxxxx or as an admission that Xxxxxxxx has acted wrongfully with respect to
you. Xxxxxxxx specifically denies and disclaims any such liability or wrongful
acts. If any provision of this agreement is found to be illegal or
unenforceable, such provision will be severed or modified to the extent
necessary to make it enforceable, and as so severed or modified, the remainder
of this agreement shall remain in full force
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Mr. Xxxx XxXxxxx
October 15, 1999
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and effect.
This agreement sets forth our entire agreement and fully supersedes any prior
agreements, contracts, policies, programs or understandings between you and
Xxxxxxxx, except for your Employee Agreement (Exhibit A) which shall remain
fully effective and enforceable according to its terms. All payments and
benefits provided to you under this agreement shall immediately cease if you
violate the terms of this agreement or your Employee Agreement; however your
release of your claims shall remain fully effective and enforceable in
consideration of the payments and benefits which you will have received prior to
any such violation.
Xxxxxxxx asks that our records reflect that you conclude your employment on
terms you understand and accept. Therefore, we ask you to declare that you have
entered into this agreement voluntarily, without coercion, duress, or reliance
on any representations by any Xxxxxxxx employee, agent or lawyer. If this letter
accurately reflects our understanding and agreement, please sign and date both
copies and return them to me.
Sincerely,
XXXXXXXX, INC.
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, President
Acknowledged and agreed to, with declarations confirmed, this 15th day of
October, 1999.
/s/ Xxxx X. XxXxxxx
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Xxxx XxXxxxx
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EXHIBIT A
EMPLOYEE AGREEMENT
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EXHIBIT B
STOCK OPTIONS
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DATE GRANTED OPTIONS PRICE VESTING STATUS
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16-Aug-91 3861 8.750 100%
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7-Sep-99 5256 9.000 100%
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19-Aug-94 4574 11.500 100%
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24-Aug-95 3671 16.500 100%
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13-Dec-95 15000 18.375 100%
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30-Apr-96 15000 22.125 100%
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31-Oct-96 4716 15.375 100%
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16-Aug-91 13466 22.000 66.7%*
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21-Oct-97 9456 20.375 33.3%**
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* 100% vested on August 19, 2000
** 100% vested on October 21, 2000
Note - The shares listed above represent vesting status only. The actual number
of options may be less in the event vested options have been exercised.
