1
(DATE)
(NAME)
RE: SPECIAL SEVERANCE BENEFITS
EXHIBIT 10.6
Dear (NAME):
As consideration for you entering into the Non-Competition, Non-Disclosure of
Confidential Information and Commitment to Provide Assistance Agreement,
attached hereto and made a part of this document effective on the date that you
sign this agreement, you shall be eligible for special severance benefits, the
terms and conditions of which are set out below:
- If, during the course of your employment with the Company or one of its
affiliates, defined for this purpose as the date that you sign this
agreement, you are involuntary terminated for any reason other than Cause
(as defined in the Company's Long Term Incentive Plan), you will receive
two years' pay (defined as base pay and target bonus at the time of
termination), payable over three years, and full employee benefits
coverage for three years, and if the Company's executive perquisite plan
is still in effect, coverage under the executive perquisite plan according
to its terms and conditions for three years. These special severance
benefits replace any compensation or benefits under the Company's standard
Salary and Benefit Continuation Program ("SBC"). It is intended that you
would not receive any less than the SBC obligation would provide, and the
rules that determine eligibility for payment under SBC apply to this
program.
- In further consideration for this special severance benefit, and should an
involuntary separation ever occur, the Company will expect your
cooperation in transitioning your responsibilities, and will ask you,
prior to the payment of any benefits, to sign a letter containing a
release of claims and a reaffirmation of the attached Non-Competition and
Non-Disclosure of Confidential Information Agreement.
- Except for the Company's obligation to provide you with the severance
defined above, you acknowledge and agree that nothing contained in this
Agreement obligates the Company (i) to employ you for any specific term or
(ii) to grant you any short term or long term incentive awards under the
plans and programs of the Company or its affiliates.
Xxxxxx X. Xxxxxx, Xx.
Executive Vice President-Human Resources -----------------------------
Date
Attachment
Acknowledged and Accepted:
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(Name) Date
2
NON-COMPETITION,
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION,
AND COMMITMENT TO PROVIDE ASSISTANCE
AGREEMENT
I, (Name), acknowledging the special retirement and severance benefits made
available to me in conjunction with my offer of employment with X. X. Xxxxxxxx
Tobacco Company as consideration for entering into this Non-Competition,
Non-Disclosure of Confidential Information and Commitment to Provide Assistance
Agreement, do hereby agree to each of the following:
- I will not, without the prior written consent of the company, use,
divulge, disclose or make accessible to any other person, firm,
partnership or corporation or other entity any confidential information
pertaining to the businesses of X. X. Xxxxxxxx Tobacco Company, or any of
its affiliates, except (A) while employed by the company in the business
of and for the benefit of the company or (B) when required to do so by a
court of competent jurisdiction, by any governmental agency having
supervisory authority over the business of the company, or by any
administrative body or legislative body (including a committee thereof)
with jurisdiction to order me to divulge, disclose or make accessible such
information. For purposes of this agreement, "Confidential Information"
shall mean non-public information concerning X. X. Xxxxxxxx Tobacco
Company or any of it's affiliates data, strategic business plans, product
development data (or other proprietary product data), customer lists,
marketing plans and other proprietary information, except for specific
items which have become publicly available information (other than such
items which I know have become publicly available through a breach of
fiduciary duty or any confidentiality agreement).
- During the period commencing on the date of my employment with X. X.
Xxxxxxxx Tobacco Company and ending three years after my date of
termination for any reason from X. X. Xxxxxxxx Tobacco Company, or any of
its affiliates, I covenant and agree that (A) I will not directly or
indirectly (whether as owner, partner, consultant, employee, or
otherwise), engage in any of the "major businesses" in which X. X.
Xxxxxxxx Tobacco Company, or any of its affiliates, are engaged and (B) I
will not, on my own behalf or on behalf of any person, firm or company,
directly or indirectly for a period of 12 months following my termination,
offer employment to any person who was, at the time of my termination,
employed by X. X. Xxxxxxxx Tobacco Company, or any of its affiliates.
"Major businesses" for this purpose are the major business segments of X.
X. Xxxxxxxx Tobacco Company, or any of its affiliates dealing in the
manufacture, sale or marketing of tobacco and smoking products or products
deemed to be in competition with smoking products, including but not
limited to those developed, marketed or intended to be used as part of
smoking cessation programs, or as tobacco or smoking substitutes. I and
the company agree that this covenant not to compete is a reasonable
covenant under the circumstances, and further agree that if in the opinion
of any court of competent jurisdiction, such restraint is not reasonable
in any respect, such court shall have the right, power and authority to
excise or modify such provision or provisions of this covenant as to the
court shall appear not reasonable and to enforce the remainder of the
covenant as so amended.
3
(Name)
Non-Competition, Non-Disclosure of
Confidential Information, And Commitment
to Provide Assistance Agreement
Page 2
- I agree that:
a) I will personally provide reasonable assistance and cooperation to the
Company in activities related to the prosecution or defense of any pending
or future lawsuits or claims involving the Company. b) I will promptly
notify the Company if I receive any requests from anyone other than an
employee or agent of the Company for information regarding the Company
which could reasonably be construed as being proprietary, non-public or
confidential or if I become aware of any potential claim or proposed
litigation against the Company. c) I will refrain from providing any
information related to any claim or potential litigation against the
Company to any non-Company representatives without either the Company's
written permission or being required to provide information pursuant to
legal process. d) If required by law to provide sworn testimony regarding
any Company-related matter, I will consult with and have
Company-designated legal counsel present for such testimony. The Company
will be responsible for the costs of such designated counsel and I will
bear no cost for same. e) If I am required by law to provide sworn
testimony regarding any Company-related matter and if I require legal
counsel to represent and protect my interests (in addition to the
Company-designated legal counsel provided for under subparagraph (d)
herein), the Company will reimburse me for any legal expenses (including,
but not limited to, the costs of any attorney reasonably acceptable to me
and the Company, which acceptance by the Company shall not be unreasonably
withheld) and other out-of-pocket expenses I may incur in relation to such
testimony. f) I will cooperate with the Company's attorneys to assist
their efforts, especially on matters I have been privy to, holding all
privileged attorney-client matters in strictest confidence unless ordered
to do otherwise by a court of competent jurisdiction or a committee of the
Congress of the United States or of a state legislature. I understand that
I will be reimbursed for travel, food, lodging or similar out-of-pocket
expense incurred at the Company's request in discharging any of my
obligations under this Agreement.
- I agree that any breach of the covenants contained in this agreement would
irreparably injure X. X. Xxxxxxxx Tobacco Company and/or its affiliates.
Accordingly, the company may, in addition to pursuing any other remedies
that it may have in law or in equity, obtain an injunction against me from
any court having jurisdiction over the matter, restraining any further
violation of this agreement by me.
Understood and Agreed to:
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(Name) Date
