SEPARATION AGREEMENT
Exhibit 10.27
1. Xxxxx Xxxxxxx (“Decarie”) is an employee of Lifecore Biomedical, Inc. (“Lifecore”), who
is hereby separating from his employment with Lifecore.
2. Upon Decarie’s execution of this Separation Agreement (“Agreement”), Lifecore will:
a. continue to pay Decarie his current base salary (less all customary withholding and
deductions) and to provide Decarie’s current benefits through July 1, 2005;
b. provided that Decarie executes the General Release attached as Exhibit A on or after July
1, 2005 and does not rescind it,
i. pay Decarie his current base salary (less all customary withholding and deductions) for an
additional period of twelve months, through June 30, 2006; and
ii. pay the expense of Decarie’s COBRA continuation health coverage through June 30, 2006,
except that Decarie will make a monthly payment equal to his current monthly contribution for
health coverage.
3. Decarie acknowledges that he has no further claim to any other items of compensation or
benefits not specifically described in paragraph 2. Decarie further acknowledges that he was not
otherwise entitled to the payments and benefits described in paragraph 2, that they are being
provided in exchange for his execution of this Agreement, and that they are conditioned upon his
good-faith and diligent execution of his job responsibilities through July 1, 2005.
4. For the consideration expressed herein, Decarie hereby releases and discharges Lifecore
and its officers, employees, agents, insurers, representatives, shareholders, directors,
successors and/or assigns from all liability for damages or claims of any kind and agrees not
to institute any action against Lifecore for any such claims including, but not limited to, any
claims arising under or based upon the Minnesota Human Rights Act, Minn. Stat. §§ 363A.01
et seq.; the Americans With Disabilities Act, 42 U.S.C. §§ 12101 et
seq.; Title VII of the Civil Rights Act, 42 U.S.C. §§ 2000e et seq.; or the
Age Discrimination in Employment Act, 29 U.S.C. §§ 621 et seq.; and any other
statutory, contract, quasi contract, or tort claims, whether developed or undeveloped, arising from
or related to Decarie’s employment with Lifecore and/or the cessation of Decarie’s employment with
Lifecore. Decarie and Lifecore agree that, by signing this Agreement, Decarie does not waive any
claims arising after the execution of this Agreement.
5. Decarie is hereby informed of his right to rescind this Agreement as far as it extends to
potential claims under Minn. Stat. §§ 363A.01 et seq. by written notice to Lifecore
within fifteen (15) calendar days following the execution of this Agreement. To be effective, such
written notice must either be delivered by hand or sent by certified mail, return receipt
requested, addressed to Xxxxx X. Xxxx, Lifecore Biomedical, Inc., 0000 Xxxxx Xxxxxxxxx, Xxxxxx, XX
00000-0000, delivered or post-marked within such fifteen (15) day period. Decarie understands that
Lifecore will have no obligations under this Agreement in the event such notice is timely
delivered, and that any payments already made pursuant to paragraph 2 shall be immediately repaid
to Lifecore.
6. Decarie is hereby informed of his right to revoke this Agreement as far as it extends to
potential claims under the Age Discrimination in Employment Act, 29 U.S.C. §§ 621 et
seq. by written notice to Lifecore within seven (7) calendar days following the execution
of this Agreement. Decarie understands that Lifecore will have no obligations under this Agreement
in the event such notice is timely delivered, and that any payments already made pursuant to
paragraph 2 shall be immediately repaid to Lifecore.
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7. Decarie is also hereby informed that the terms of this Agreement shall be open for
acceptance for a period of twenty-one (21) days.
8. Decarie agrees that he will refrain from making any statements, whether written or oral,
which are disparaging of Lifecore, its products, directors, officers, employees, agents, or
representatives. Lifecore agrees that it will refrain from making any statements, whether written
or oral, which are disparaging of Decarie.
9. Decarie agrees to keep the terms of this Agreement completely confidential, and not to
disclose any information concerning the terms of this Agreement to anyone, with the sole exception
of his attorneys, tax advisors, and taxing authorities or as may otherwise be required by law.
10. Decarie represents and agrees that he has hereby been advised of his right to discuss any
and all aspects of this matter with an attorney, that the provisions set forth in this Agreement
are written in language understandable to him, that he has carefully read and fully understands all
of the provisions of this Agreement, and that he is voluntarily entering into this Agreement.
11. Decarie represents that he has not heretofore assigned or transferred, or purported to
assign or transfer, to any person or entity, any claim against Lifecore, or any portion thereof or
interest therein.
12. Decarie represents and acknowledges that in executing this Agreement, he does not rely
and has not relied upon any representation or statement made by Lifecore, or by any of its agents,
representatives or attorneys, with regard to the subject matter, basis, or effect of this
Agreement or otherwise.
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13. This Agreement shall be binding upon Decarie and upon his heirs, administrators,
representatives, executors, successors and assigns, and shall inure to the benefit of Lifecore, and
to its representatives, transferees, successors and assigns.
14. This Agreement is made and entered into in the State of Minnesota and shall in all
respects be interpreted, enforced, and governed by the laws of the State of Minnesota. The
language of all parts of this Agreement shall in all cases be construed as a whole, according to
its fair meaning, and not strictly for or against any of the parties.
15. Should any provision of this Agreement be declared to be or be determined by any court to
be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be
affected thereby and the said illegal or invalid part, term, or provision shall be deemed not to be
a part of this Agreement.
16. This Agreement sets forth the entire agreement between the parties hereto, and it fully
supersedes any and all prior agreements or understandings between the parties hereto pertaining to
the subject matter hereof.
Dated: 5/10/05 | /s/ XXXXX XXXXXXX | |||
Xxxxx Xxxxxxx | ||||
Dated: 4/29/05 | Lifecore Biomedical, Inc. | |||
By | /s/ XXXXXX X. XXXXXXXXX | |||
Its | President and CEO |
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EXHIBIT A
GENERAL RELEASE
In exchange for the payment by Lifecore Biomedical, Inc. (“Lifecore”) to Xxxxx Xxxxxxx
(“Decarie”) with respect to this General Release (“Release”) in Section 2(b) of the Separation
Agreement (“Agreement”) entered into by and between Decarie and Lifecore, Decarie hereby fully and
completely releases and waives any and all claims, complaints, causes of action and demands of
whatever kind which he has or may have against Lifecore, its employees, agents, representatives,
successors and assigns, arising from or relating to any conduct, action, decision or event
occurring on or prior to the date of this Release. This release includes but is not limited to any
and all claims, complaints, causes of action or demands which he has or may have against the
above-referenced released parties relating in any way to Lifecore’s hiring of Decarie, Decarie’s
employment with Lifecore, or the termination of Decarie’s employment with Lifecore, whether based
on or arising under the Minnesota Human Rights Act, Minn. Stat. §§ 363A.01, et
seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, et
seq.; the Americans With Disabilities Act, 42 U.S.C. §§ 12101, et seq.; the Age
Discrimination in Xxxxxxxxxx Xxx, 00 X.X.X. §§ 000,xx seq.; or any other statutory,
common law or equitable theories of recovery, including those in contract, quasi contract or tort,
whether known or unknown, developed or undeveloped. It is understood and agreed that Decarie has
already executed a release covering and discharging all claims that existed or may have existed at
the time he executed the Agreement. This Release covers and discharges only any claims that have
accrued or may have accrued in the interim since Decarie’s execution of the Agreement.
RIGHT TO RESCIND. Decarie has a right to rescind this Release with respect to
potential claims under the Minnesota Human Rights Act, Minn. Stat. §§ 363A.01, et
seq., by providing written notice to Lifecore within fifteen (15) calendar days following
his execution of this Release. To be effective, the rescission must be in writing and delivered
to Lifecore either by hand or by mail within the fifteen (15) day period. If delivered by mail, the
rescission must be: (1) postmarked within the fifteen (15) day period; (2) properly addressed to
Xxxxx X. Xxxx, Lifecore Biomedical, Inc., 0000 Xxxxx Xxxxxxxxx, Xxxxxx, XX 00000-0000; and (3) sent
by certified mail, return receipt requested. In the event of such a rescission, all of Lifecore’s
remaining obligations under the Agreement shall be null and void, but the termination of Decarie’s
employment shall be unaffected.
Similarly, Decarie has a right to rescind this Release with respect to potential claims under
the Age Discrimination Act, 29 U.S.C. §§ 621, et seq., by providing written notice
to Lifecore within seven (7) calendar days following his execution of this Release. To be
effective, the rescission must be in writing and delivered to Lifecore either by hand or by mail
within the seven (7) day period. If delivered by mail, the rescission must be: (1) postmarked
within the seven (7) day period; (2) properly addressed to Xxxxx X. Xxxx, Lifecore Biomedical,
Inc., 0000 Xxxxx Xxxxxxxxx, Xxxxxx, XX 00000-0000; and (3) sent by certified mail, return receipt
requested. In the event of such a rescission, all of Lifecore’s remaining obligations under the
Agreement shall be null and void, but the termination of Decarie’s partnership shall be unaffected.
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ACKNOWLEDGMENT. Lifecore and Decarie acknowledge and agree that the terms of this
Release shall be open for acceptance by Decarie for a period of twenty-one (21) days from the date
he first received a copy of this Release. Decarie hereby acknowledges and affirms that he has read
the foregoing Release and fully appreciates the meaning of the terms of this Release and their
effect, that he was advised to consult with an attorney prior to executing this Release, and that
he enters into this Release freely and voluntarily.
Xxxxx Xxxxxxx |
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