Exhibit 10.26
January 15, 1998
Xx. Xxxxxx X. Xxxx
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Re: Separation Agreement
Dear Xxxxxx:
As we discussed, your employment with Coty US Inc. ("Coty") will
terminate on December 31, 1997 (the "Termination Date"). The following is
our agreement with you concerning the termination of your employment with
Coty.
1. (a) Effective December 31, 1997, your employment with Coty
terminated and you were paid your salary through your Termination Date. You will
be paid for any accrued unused vacation time. Under Coty's Severance Policy, you
are eligible to receive payments equal to ten (10) weeks base salary (the
"Severance Payments"), to be paid on regular payroll dates for the period
commencing January 1, 1998 through March 13, 1998 (the "Severance Period").
Under the Severance Policy, the Severance Payments are to be paid, subject to
the usual withholdings, and will be paid irrespective of whether you have
accepted employment with another company before that date. Your current Coty
group medical and dental health benefits will continue through the Severance
Period. Thereafter, you will qualify to continue your group health benefits at
your own expense pursuant to COBRA, and you will be receiving a separate letter
setting forth more fully your rights to such continuation coverage.
(b) In the alternative, and in lieu of your receiving any
Severance Payments, Coty will provide you with thirty-six (36) separation
payments, each in the gross amount of $12,500 (the "Separation Payments") in
consideration of your executing this agreement and general release ("Agreement
and Release"). The Separation Payments will be paid to you on regular
semi-monthly payroll dates immediately following the Termination Date
(commencing on or about January 15, 1998 and continuing through June 30, 1999),
also subject to the usual withholdings, and will be paid irrespective of whether
you have accepted employment with another company before that date.
2. (a) In further consideration of your executing this Agreement
and Release, until the earlier to occur of (i) or (ii) immediately below, you
will continue to be covered by the Coty group medical and dental plan to the
extent that you remain eligible under their terms:
(i) June 30, 1999;
(ii) the date on which you become covered or become eligible
to be covered under the benefit plan of another employer.
(b) In consideration of this coverage, you will advise Coty
promptly, in writing, of your acceptance of employment with any new employer and
the date of commencement of your coverage under that employer's employee benefit
plans.
(c) As of the Termination Date, or, if you sign this
Agreement and Release, at the end of the Separation Payment Period, you will be
contacted concerning your entitlement to continue your health insurance coverage
through COBRA. The additional medical and dental benefits set forth in this
paragraph are hereinafter referred to as the "Additional Benefits". All other
benefits will cease as of the Termination Date.
3. Regardless of whether you execute this Agreement and Release,
Coty hereby waives compliance by you with any non-compete agreement which you
may have signed. Effective as of the Termination Date, you will be free to
accept employment with any other employer irrespective of whether that employer
is a competitor of ours. Notwithstanding the foregoing, you agree not to use or
disclose any confidential information of Xxxx, Xxxx Inc., Joh. A. Benckiser GmbH
or any of their affiliated companies. You also will continue to be bound by and
will comply with the terms and conditions of the confidentiality provisions of
any agreement which you may have signed, and your obligations not to use or
disclose confidential information shall survive your termination of employment
and any termination of this Agreement and Release.
4. You confirm that the Separation Payments and Additional
Benefits provided to you by Coty as set forth above are in addition to that to
which you would have been entitled absent this Agreement and Release, and as
such constitute good and valuable consideration. In consideration of the
Separation Payments and Additional Benefits, you hereby release Xxxx, Xxxx Inc.,
their parent, their ultimate parent, their respective subsidiaries and
affiliated companies, and each of their respective past and present officers,
directors, agents and employees ("Released Parties") from all claims (other than
claims for payments provided for under this Agreement and Release), including
attorneys' fees, which you, your heirs, legal representatives, executors or
administrators ever had, now have or hereafter can, shall or may, have for,
upon, or by reason of any matter, cause or thing whatsoever against the Released
Parties or any of them from the beginning of the world to the date of your
execution of this Agreement and Release, including but not limited to claims
arising from your employment with Coty or the termination thereof, claims of
discrimination under any federal, state or local law, rule or regulation, claims
under any express or implied contract, and claims of wrongful termination,
tortious conduct, libel, slander or defamation. You further waive and release
all rights, claims, complaints, causes of action, demands and administrative
proceedings which you have or may have against the Released Parties under the
Age Discrimination in Employment Act of 1967, codified at 29 U.S.C. ss. 621 et
seq., and all amendments thereto ("ADEA").
5. You represent that you have not filed any complaints or
charges against the Released Parties with any local, state or federal agency or
court, and that you will not at any time hereafter file any complaints or
charges arising from your employment or the termination thereof, and that if any
such agency or court assumes jurisdiction of any such complaint or charge
against the Released Parties on behalf of you, you will immediately request such
agency or court not to exercise such jurisdiction and will in no event
participate personally or otherwise in any such proceeding.
6. You agree that you will keep the terms, amount and facts of
this Agreement and Release completely confidential, and that you will not
hereafter disclose any information concerning this Agreement and Release to
anyone including, but not limited to, any past, present, or prospective
employees or applicants for employment with Coty, its parents, subsidiaries or
affiliated companies, except to your spouse, your attorney or in connection with
preparation of tax returns or other financial planning or as otherwise required
by law. You also agree not to make any disparaging statements concerning any of
the Released Parties. In the event you breach any obligation under this
Agreement
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and Release, including but not limited to breach of the terms of this paragraph,
you agree that you will forfeit all rights to the Separation Payments provided
to you pursuant to this Agreement and Release, that you will immediately repay
to Coty any Separation Payments received by you and that you will pay the
reasonable attorney's fees, expenses and costs of litigation incurred by Coty in
prosecuting or asserting any claim for damages it may have as a result of said
breach.
7. You agree to return forthwith to Coty all Coty property in
your possession, including but not limited to, any and all credit cards, Telzon
units, answering machines, facsimile machines, filing cabinets, samples, account
papers, travel letters, rapid drafts, papers, presentations, plans, documents,
files, price lists, product information, drawings, financial statements, notes,
whatsoever, including all photocopies thereof.
8. You understand and, by your signature below, you agree to all
of the terms and conditions of this Agreement and Release. You also acknowledge
that your signature and agreement are freely, voluntarily and knowingly given.
You further acknowledge that you have been provided a full and fair opportunity
to consult with legal counsel and to review and reflect on the terms of this
Agreement and Release.
9. You acknowledge that no representation, promise or inducement
has been made other than as set forth in this Agreement and Release and that you
do not enter into this Agreement and Release in reliance upon any
representation, promise, or inducement not set forth herein. Except with respect
to any outstanding agreements with regard to your status as a former shareholder
of Quintessence Holdings, Inc., this Agreement and Release sets forth the entire
agreement between you and us concerning the above subject matter and supersedes
any and all other agreements between you and us, whether written or oral, with
respect to the above subject matter. The terms of this Agreement and Release may
not be changed or modified except by an instrument in writing duly signed by you
and by an authorized representative of Coty. The parties agree that nothing
contained in this Agreement and Release shall constitute or be treated as an
admission by any party of liability, wrongdoing, or violation of law.
10. This Agreement and Release shall be governed by and construed
under the laws of the State of New York (without regard to New York conflicts of
laws principles).
11. If any portion of this Agreement and Release is held invalid
or unenforceable by a court of competent jurisdiction or any governmental
agency, that portion only shall be deemed deleted as though it had never been
included herein, but the remainder of this Agreement and Release shall remain in
full force and effect. However, if the release portion of the Agreement and
Release is held invalid or unenforceable by a court of competent jurisdiction or
any governmental agency, any Separation Payments accepted and retained by you
under this Agreement and Release shall be returned immediately to Coty, and Coty
shall have no further obligations under this Agreement and Release.
12. The parties agree that you may revoke this Agreement within
seven (7) days after your execution of the Agreement and Release. Any revocation
within this period must be submitted, in writing, to Mr. W. Xxxxxxx Xxxxxxxx,
Vice President of Human Resources at Coty Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, stating "I hereby revoke my acceptance of our Agreement."
The revocation must be personally delivered to W. Xxxxxxx Xxxxxxxx or mailed to
him and postmarked within seven (7) days of your execution of the Agreement and
Release. If the last day of the revocation period is a Saturday, Sunday, or
legal holiday, the revocation period shall be extended to the following day
which is not a Saturday, Sunday, or legal holiday. The parties agree that this
Agreement and Release shall not become effective or enforceable until executed
by both parties and until the revocation period has expired. You agree that if
you do not execute the Agreement or in the event of revocation, you will
immediately return to Coty any of the Separation Payments paid to you by Coty
pursuant to this Agreement and Release.
13. As noted above, because we are offering you more than the
payments and benefits to which you are entitled, we are requiring you to sign
the Agreement and Release. Before signing the Agreement and Release we advise
you to talk to your attorney. You acknowledge that you were provided with a copy
of the Agreement and Release dated December 19, 1997 and that you are being
provided with 21
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days from the date you have received the Agreement and Release within which to
consider it, sign the Agreement and Release and return it to us.
COTY INC.
By: /s/ Xxxx-Xxxxx Xxxxxxx
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ACCEPTED AND AGREED TO: Xxxx Xxxxx Xxxxxxx
President, Coty Division
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
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Date
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