SEPARATION AGREEMENT
Exhibit 10.36
1. Xxx Xxxxxxx (“Employee”) is an employee of Lifecore Biomedical, Inc. (“Lifecore”), who
has separated from his employment with Lifecore.
2. Upon Employee’s execution of this Separation Agreement (“Agreement”), Lifecore will pay
Employee his current base salary, less all customary withholding and deductions, for a period of
six (6) months, commencing with the first pay period after the fifteen (15) day rescission period
has elapsed.
3. Employee acknowledges that he has no further claim to any other items of compensation or
benefits not specifically described in paragraph 2. Employee further acknowledges that he was not
otherwise entitled to the payments described in paragraph 2, and that they are being provided in
exchange for his execution of this Agreement.
4. For the consideration expressed herein, Employee 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 Employee’s employment
with Lifecore and/or the cessation of Employee’s employment with Lifecore. Employee and Lifecore
agree
that, by signing this Agreement, Employee does not waive any claims arising after the
execution of this Agreement.
Employee also understands and agrees that he is waiving the right to monetary damages or other
individual legal or equitable relief awarded by any governmental agency related to any claim
against Lifecore arising from or relating to Lifecore’s hiring of Employee, Employee’s employment
with Lifecore, the cessation of Employee’s employment with Lifecore, or any other actions,
decisions, alleged omissions, or events occurring up through the date of Employee’s signing of this
Agreement.
5. Employee 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. Employee 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. Employee 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. Employee 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. Employee is also hereby informed that the terms of this Agreement shall be open for
acceptance for a period of twenty-one (21) days.
8. Employee’s Noncompetition and Nonsolicitation Agreement with Lifecore dated January 3, 2006
shall remain in full force and effect according to its terms, except that the duration of
Employee’s obligations under paragraphs 1.1, 1.2, and 1.3 thereof shall be reduced to a period of
six (6) months following the date of termination of employment.
9. Employee 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.
10. Employee 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.
11. Employee 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.
12. Employee 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.
13. Employee 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
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any of its agents, representatives or attorneys, with regard to the subject matter, basis, or
effect of this Agreement or otherwise.
14. This Agreement shall be binding upon Employee 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.
15. 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.
16. 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.
17. 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, except as set forth in paragraph 8 above.
| Dated: 5/21/07 | ||||||||
| /s/ XXX XXXXXXX | ||||||||
|
Employee |
||||||||
| Dated: 5/1/07 | Lifecore Biomedical, Inc. | |||||||
| By | ||||||||
| /s/ XXXXXX X. XXXXXXXXX | ||||||||
| Its | President and Chief Executive Officer | |||||||
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