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EXHIBIT 10.25
SEVERANCE AGREEMENT
THIS AGREEMENT between Serologicals Corporation (the "Company" or
"Serologicals") and XXXX XXXXX (the "Employee"), dated and effective this 20th
day of September, 1999.
WITNESSETH
The Company and the Employee hereby agree as follows:
1. Termination Due to Organizational Restructuring. The Employee shall
become entitled to receive the benefits described in the Severance Agreement
between Serologicals, Inc. and the employee dated August 3, 1993; provided, the
Employee's employment is not terminated for Substantial Cause (hereafter
defined) and the effective date of such termination (the "Termination Date")
occurs during the period which begins on the date of this Agreement and ends on
July 1, 2000; and that by the Termination Date, the Employee returns to the
Company all documents, materials and other information in his possession that
belong to the Company. In addition, for purposes of this Agreement, "Substantial
Cause" shall mean any gross misconduct or felony committed by the Employee in
connection with his or her employment with the Company, any willful and material
breach by the Employee of his or her duties to the Company, or any other act by
the Employee that results, or is intended to result, in the improper personal
enrichment of the Employee at the expense of the Company such as, but not
limited to, embezzlement of Company funds or misappropriation of Company
property.
2. Benefits.
(a) Severance Pay. The Employee will receive severance pay from
the Company as outlined in the Severance Agreement between the Company
and the Employee dated August 3, 1993, which provides severance pay in
an amount equal to one (1) month of Base Salary for every full year of
the Employee's employment with the Company as of the date of
Termination. As of the date of this Agreement, the Employee will be
entitled to 16 months of severance, equivalent to a total of
$253,333.32, payable over the 16 month severance period beginning after
the Termination Date. For purposes of this Agreement, "Base Salary"
shall mean the highest monthly base salary (excluding bonuses) the
Employee was receiving from the Company as of the Termination Date. The
severance pay will be paid to the Employee in equal periodic
installments, in conjunction with the Company's normal payroll cycle,
with the first such installment made on the first pay date after the
Termination Date.
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The Company, at its sole discretion, may elect to pay to the Employee,
in lieu of the periodic installments, a single lump-sum payment that is
equal to the aggregate amount of the severance pay to which the
Employee is entitled. If made in a lump-sum form, such single payment
shall be made within thirty (30) days after the Termination Date. The
date on which the Company makes the final installment payment, or the
single lump-sum payment, as applicable, to the Employee shall be
referred to below as the "Completion Date." Regardless of the manner in
which the Company elects to make these payments (i.e., installment or
single lump-sum), for purposes of Sections 2(c), 3(b) and 3(c), the
Completion Date will remain the last day on which the final installment
of the periodic payment would have been made. If the Employee dies
before the Completion Date, any unpaid installments, or such lump-sum
payment, as applicable, shall be paid to the Employee's estate at the
same time and in the same amounts as such installments or payment would
have been paid to the Employee if he or she had survived.
(b) 401(k) Plan. Upon the Termination Date, the Employee will
receive any automatic vesting of matching contributions that the 401(k)
Plan in effect as of the Termination Date provides for.
(c) Welfare Benefits. Between the Termination Date and the
Completion Date, the Employee shall continue to receive health, life,
accidental death and dismemberment insurance, and disability coverage
under any benefit plan or arrangement of the Company that the Employee
was receiving immediately prior to the Termination Date. It is
provided, however, that the Employee's coverage under any such plan or
arrangement shall continue only to the extent that the Employee
promptly pay through elective premium deductions from his/her severance
payments, his/her share of the cost of such coverage that he or she
would have so paid if he or she had still been employed by the Company.
Upon the Completion Date, the Employee will be eligible to continue
group health insurance coverage under COBRA for a period of eighteen
(18) months, or up to the maximum period of time permitted by law.
(d) Stock Options. Upon the Termination Date, vesting of any
unvested stock options will cease effective on the Termination Date.
Employee may exercise any vested stock options previously granted to
him by the Company under the terms and conditions outlined in the
applicable Stock Option Agreement(s).
(e) Bonus. The Employee will remain eligible to participate in the
Company's special executive bonus plan, provided the Employee remains
through the date in which the Company releases him from employment (the
"Completion Date").
3. Conditions. Notwithstanding the above, the Company's obligation to
provide the benefits described in Section 2 are conditioned upon, and subject
to, the requirements set
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forth in subsections (a), (b) and (c) below. If the Employee fails to comply
with any of these requirements, the Company shall cease to provide such
benefits.
(a) Confidential Information and Conduct. During the term of this
Agreement or at any time thereafter, the Employee shall not (i) divulge
or disclose to any third party any confidential, non-public,
proprietary information or any trade secret of, or pertaining to, the
Company or any of its affiliates, or (ii) knowingly act or conduct
himself or herself in any manner which is detrimental to the Company or
any of its affiliates.
(b) No Competition. The Employee may not, for a period beginning
on the Termination Date and ending twenty-four (24) months thereafter,
become employed with, or an owner of any interest in, any business
which is a competitor of the Company or Serologicals, as detailed in
Paragraph 12 of the Amended and Restated Shareholders Agreement, dated
August 31, 1993.
(c) Job Performance and Continued Assistance. Between the date of
this Agreement and the Termination Date, the Employee shall perform his
or her duties in good faith, and using his or her best efforts, and in
the manner expected of an individual who is employed in the same
capacity with the Company as the Employee. During the period beginning
on the Termination Date and extending for a period of six (6) months
thereafter, the Employee shall make himself or herself reasonably
available by telephone, or in person, during regular business hours,
for up to four (4) hours per week to provide the Company with advice,
of a type and quality that would be expected from an individual
employed in the same capacity with the Company that Employee had
immediately prior to the Termination Date.
(d) Return of Signed Agreement. The Employee must return a signed
copy of this Agreement to the Director, Human Resources no later than
ten (10) days from the date of receipt of this Agreement.
4. Waiver. By accepting and retaining any of the benefits provided under
this Agreement, the Employee waives any employment-related claims he may have
against the Company or Serologicals.
5. Arbitration. Any controversy or claim arising out of, or relating to,
this Agreement or the breach thereof shall be settled by arbitration in the City
of Atlanta in accordance with the laws of the State of Georgia by three
arbitrators, one of whom shall be appointed by the Company, one by the Employee
and the third of whom shall be appointed by the first two arbitrators. If the
first two arbitrators cannot agree on the appointment of a third arbitrator,
then the third arbitrator shall be appointed by the Chief Judge of the United
States Court of Appeals for the Eleventh Circuit. The arbitration shall be
conducted in accordance with the rules of the American Arbitration Association,
except with respect to
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the selection of arbitrators which shall be as provided in this Section 5. The
decision of the arbitrators shall be final and binding. The costs of
arbitration, including the reasonable attorney's fees of the prevailing party,
shall be borne by the losing party.
6. Non-Alienation. No person may pledge, hypothecate, anticipate or in any
way create a lien upon any benefits provided under this Agreement; and no
benefits provided hereunder shall be assignable in anticipation of payment or
provision thereof either by voluntary or involuntary acts, or by operation of
law.
7. Source of Payments. All benefits paid or provided to any person under
this Agreement shall be so paid or provided from the general funds of the
Company. This Agreement shall constitute a mere promise by the Company to pay or
provide benefits in the future. The parties hereto intend that this Agreement be
treated as unfunded for tax purposes, as well as for purposes of Title I of
ERISA. To the extent that any person acquires a right to receive a benefit from
the Company hereunder, such right shall be no greater than the right of a
general unsecured creditor of the Company.
8. General Withholding. The Company may withhold, from any amount payable
under this Agreement, any tax or other deductions that are required to be
withheld by applicable law, as well as the employee portion of any
benefit-related premiums for which the employee is eligible and elected to
participate in.
9. Partial Invalidity. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
10. Agreement Supersedes Any Inconsistent Prior Agreements or
Understandings. The terms of this Agreement supersede any inconsistent prior
promises, policies, representations, understandings, arrangements or agreements
between the parties with respect to the subject matter hereof; provided, that if
the Employee is a party to any other current severance agreement with the
Company pursuant to which the Employee would be entitled to benefits upon the
occurrence of a Transaction, the Employee shall be entitled to receive the
greater of the severance benefits thereunder or hereunder (but not under both).
It is further provided, however, that the conditions imposed under Section 3 of
this Agreement are in addition to, and not in substitution of, any conditions or
requirements that the Employee must satisfy under any written employment
agreement or written confidentiality agreement between the Company and the
Employee.
In the event the Employee has another active Severance Agreement in place with
the Employer that would trigger in the event of a Transaction, as described in
Paragraph 1 above, the Employee will be eligible to receive the greater of the
severance benefits provided by such Agreement (but not both).
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11. Notices. All notices required or permitted to be given by either party
hereunder, including notice of change of address, shall be in writing and
delivered by hand, or mailed, postage prepaid, certified or registered mail,
return receipt requested, to the other party as follows:
If to the Company: Serologicals Corporation
000 Xxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Director, Human Resources
If to the Employee: 0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Georgia applicable to
contracts executed in and to be performed solely within such State.
13. Further Assurances. The parties hereto agree that, after the execution
of this Agreement, they will make, do, execute or cause to permit to be made,
done or executed all such further and other lawful acts, deeds, things, devices,
conveyances and assurances in law whatsoever as may be required to carry out the
true intention and to give full force and effect to this Agreement.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
15. Amendment of Agreement. This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto.
16. Successors and Assigns. This Agreement shall inure to the benefit of,
and be binding upon, the Company, its successors and assigns and any corporation
with which the Company merges or consolidates or to which the Company sells all
or substantially all of its assets, and upon the Employee and his or her
executors, administrators, heirs and legal representatives.
IN WITNESS WHEREOF, the Employee has executed this Agreement, and the Company
has caused this Agreement to be executed by a duly authorized officer, as of the
day and year first above written.
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SEROLOGICALS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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14 OCT 99
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Date
/s/ Xxxx X. Xxxxx
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Employee Name
14 OCT 99
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Date
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