Exhibit 10.61
SEVERANCE AGREEMENT
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SEVERANCE AGREEMENT (this "Agreement"), made and entered into August 23,
2005, by and between Xxxx Xxxxxxxxx ("Xxxxxxxxx") and Spectrum Organic Products,
Inc., a California corporation (the "Company").
WHEREAS, Xxxxxxxxx has substantial strategic business experience, acumen
and contacts; and
WHEREAS, the Company has entered into an Agreement and Plan of Merger (the
"Merger Agreement"), dated August 23, 2005, with The Hain Celestial Group, Inc.
("Hain");
WHEREAS, the Company desires to avail itself of Xxxxxxxxx'x services for up
to one year following the Effective Time (as defined in the Merger Agreement);
WHEREAS, Xxxxxxxxx desires to provide such services to the Company; and
WHEREAS, the parties hereto desire to define the terms of Xxxxxxxxx'x last
year of employment with the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, Xxxxxxxxx and the Company hereby agree as follows:
1. Consulting Services. Effective as of the Effective Time (as defined in
the Merger Agreement), by the terms and subject to the conditions herein
contained, Xxxxxxxxx shall provide consulting, sourcing, promotional and other
services for the Company as reasonably requested by the Company for a period of
one year (the "Term"). Xxxxxxxxx agrees to work for the Company (a) on a full
time basis for the first four months of the Term, (b) on a half time basis for
the fifth and sixth months of the Term and (c) for 20 business days in the
aggregate during the seventh through twelfth months of the Term.
2. Payment. Effective as of the Effective Time, in consideration for the
services of Xxxxxxxxx to be provided pursuant to this Agreement, the Company
shall pay Xxxxxxxxx a consulting fee of $150,000 per year (the "Consulting
Fee"), payable in accordance with the Company's standard accounts payable
practices, as follows: (a) $25,000 per month for the first four months of the
Term, (b) $12,500 per month for the fifth and sixth months of the Term and (c)
$4,167 per month for the seventh through twelfth months of the Term.
3. Expenses. The Company shall pay directly or otherwise reimburse
Xxxxxxxxx for all pre-approved travel and other expenses incurred by Xxxxxxxxx
in rendering services hereunder. Xxxxxxxxx shall provide receipts and vouchers
to the Company for all pre-approved expenses for which reimbursement is claimed.
4. Independent Contractor Status. In performing the services under this
Agreement, the Contractor will be deemed to be for all purposes an independent
contractor (and not an employee or agent of the Company) under any and all laws,
whether existing or future, including without limitation Social Security laws,
unemployment insurance laws, and withholding and other employment taxation laws.
Xxxxxxxxx will not be entitled to participate in any employee benefits accruing
to employees of the Company. Xxxxxxxxx will not be authorized to make any
representation, contract or commitment on behalf of the Company unless Xxxxxxxxx
is specifically requested or authorized to do so in writing by an authorized
representative of the Company.
5. Term and Termination. This Agreement shall be effective from the date
hereof and shall, unless terminated pursuant to the terms hereof, continue in
effect for a period of one year. The Company may terminate this Agreement upon
30 days' prior written notice to the other party, provided that it pays any
remaining portion of the Consulting Fee.
6. Non-Assignability. The rights, obligations, and benefits established by
this Agreement shall not be assignable by either party hereto. This Agreement
shall, however, be binding upon and shall inure to the benefit of the parties
and their successors.
7. Confidentiality. Xxxxxxxxx shall not disclose confidential information
concerning the business, finances, or other affairs of the Company. The term
"confidential information" does not include information that: (i) is or becomes
generally available to the public other than as a result of a disclosure in
violation of this Agreement or (ii) becomes available on a non-confidential
basis from a source other than the parties, provided that such source is not
known to be bound by a confidentiality agreement or other obligation of secrecy
to either party hereto.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.
9. Notices. Any notice or other communication required or which may be
given hereunder shall be in writing and shall be delivered personally,
telecopied (with a confirming copy by overnight delivery service or first class
mail), sent by overnight delivery service with delivery signature required, or
sent with return receipt requested by certified, registered, or express mail,
postage prepaid to the parties at the following addresses or at such other
addresses as shall be specified by the parties by like notice, and shall be
deemed given when so delivered personally, telecopied or if mailed, two days
after the date of mailing, as follows:
If to the Company:
c/o The Hain Celestial Group, Inc.
00 Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Chief Financial Officer
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with a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxx & Xxxxxxx LLP
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
If to Xxxxxxxxx:
Xxxx Xxxxxxxxx
10. No Other Agreements. This Agreement supersedes all prior
understandings, written or oral, and constitutes the entire Agreement between
the parties hereto with respect to the subject matter hereof, other than the
Employment Agreement effective as of October 1, 2002 between Xxxxxxxxx and the
Company. No waiver, modification or termination of this Agreement shall be valid
unless in writing signed by the parties hereto.
11. Effectiveness of Agreement. This agreement shall be of no force or
effect if the Effective Time does not occur or the Merger Agreement is
terminated in accordance with its terms. Prior to the Effective Time, this
Agreement shall not be amended or modified without the prior written consent of
Hain.
IN WITNESS WHEREOF, the Company and Xxxxxxxxx have duly executed this
Agreement as of the day and year first above written.
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SPECTRUM ORGANIC PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
/s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX
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