EMPLOYEE RESIGNATION AND RELEASE AGREEMENT
This Employee Resignation and Release agreement ("Agreement"),
entered into by and between Badger Paper Xxxxx ("Xxxxxx") and Xxxxxx X.
Xxx Xxxxx ("Xx. Xxx Xxxxx") on this 12th day of March, 1998.
1. Except as otherwise expressly provided herein,
this Agreement shall replace and thereby cancel and supersede any other
employment agreement and all obligations of either party arising
thereunder.
2. Xx. Xxx Xxxxx'x employment with Badger, status as
an officer, and his membership on the Board of Directors shall terminate
effective the 13th day of March, 1998.
3. Badger agrees to pay (less withholding required
by law), those items listed and payable in accordance with Exhibit A. The
payments outlined in this paragraph and Exhibit A represent all financial
obligations from Badger to Xx. Xxx Xxxxx, including without limitation
accrued wages, commissions, vacation, severance and any other form of
compensation or benefits (and any exceptions to the foregoing).
Notwithstanding any other provision of this Agreement, Badger will provide
Xx. Xxx Xxxxx his rights under state and federal law to insurance
continuation and/or conversion.
4. Xx. Xxx Xxxxx agrees that (except in connection
with tax reporting, or other legal obligations or any legal action to
enforce the terms of this Agreement) he will keep confidential the terms
of this Agreement, all performance hereunder and all circumstances
relating to his separation from employment with Badger.
5. Xx. Xxx Xxxxx shall not disparage or portray in a
negative light Badger, its shareholders, directors, officers, employees,
or agents (past, present or future).
6. Xx. Xxx Xxxxx agrees that he will assist Badger
to ensure a smooth transition to employees or other individuals designated
by Badger to assume his responsibilities and the details concerning the
projects and assignments in which he is or was involved and cooperate with
Badger to maintain the morale and productive working relationships of the
employees and independent contractors of Badger. Xx. Xxx Xxxxx further
agrees to continue to promote the best interest of Badger in communication
with any third party.
7. In addition to recognizing his ethical
confidentiality obligations, Xx. Xxx Xxxxx agrees that he will not,
without the prior written consent of the chairman, or other officer, of
Badger, directly or indirectly disclose to any individual, corporation, or
other entity, or use for his own or such another's benefit, any
information, whether or not reduced to written or other tangible form,
which:
a. is not generally known to the public or in the
industry;
b. has been treated by Badger as confidential or
proprietary; and
c. is of competitive advantage to Badger and in the
confidentiality of which Badger or any of its parent,
subsidiary or affiliated entities has a legally
protectable interest;
(such information being referred to in this paragraph as "Confidential
Information"). Confidential Information which becomes generally known to
the public or in the industry, or in the confidentiality of which Badger
ceases to have a legally protectable interest, shall cease to be subject
to the restrictions of this paragraph.
8. Xx. Xxx Xxxxx represents that he has delivered to
Badger all Badger property, including without limitation credit cards,
keys, equipment, supplies, business records, reports, data, computer
diskettes or files, drawings, operating procedures, specifications,
agreements, customer lists or other materials or information acquired by
him in the course of his employment by Badger.
9. Xx. Xxx Xxxxx acknowledges that, for the breach
of any of the covenants contained in Paragraphs 5 through 8, inclusive,
Badger will suffer irreparable harm for which the remedy at law is
inadequate, and that an injunction may be entered against him by any court
having jurisdiction, restraining him from breaching or continuing the
breach of this Agreement. Resort to such equitable relief, however, shall
not be construed to be a waiver by Badger of any other rights or remedies
that Badger may have for damages or otherwise.
10. Xx. Xxx Xxxxx, on behalf of self, heirs,
executors, attorneys administrators, successors and assigns, hereby fully
and forever releases and discharges Badger and each of its related
entities and each of their partners, principals, members, shareholders,
directors, officers, trustees, employees, contractors, consultants, agents
and attorneys, past, present and future, and all predecessors, successors
and assigns thereof ("released Parties") from any and all claims, demands,
agreements, actions, suits, causes of action, damages, injunctions,
restraint and liabilities, of whatever kind or nature, in law, equity or
otherwise, whether now known or unknown or which has ever existed or which
may now exist (except to enforce the terms of this Agreement), including,
but not limited to, any and all claims, liabilities, demands or causes of
action relating to or arising out of Xx. Xxx Xxxxx'x recruitment, hiring,
employment, or separation from employment, such as claims under Title VII
of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., 42
U.S.C. 1981, the federal and state (including, without limitation
Wisconsin) statutes or common law, or claims for breach of contract for
misrepresentation, negligence, invasion or privacy, for violation of any
other federal, state or local statute, ordinance or regulation or common
law dealing in any respect with discrimination in employment or otherwise,
defamation, infliction of emotional distress or any other tort under the
common law of any state or for attorneys' fees.
XX. XXX XXXXX SPECIFICALLY WAIVES AND RELEASES THE RELEASED
PARTIES FROM ALL CLAIMS HE MAY HAVE AS OF THE DATE HE SIGNS THIS AGREEMENT
REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. 621 ("ADEA").
The following provisions are applicable to and made a part of
this Agreement and the foregoing release and waivers:
(i) Xx. Xxx Xxxxx does not release or waive any right
or claim which he may have under the Age Discrimination in Employment Act,
as amended by the Older Workers Benefits Protection Act, which arises
after the date of execution of this Agreement.
(ii) In exchange for this general release and waiver
hereunder, Xx. Xxx Xxxxx hereby acknowledges that he has received separate
consideration beyond that which he is otherwise entitled to under Badger
policy or applicable law.
(iii) Badger has previously advised, and does hereby
expressly advise, Xx. Xxx Xxxxx to consult with an attorney of his
choosing prior to executing this Agreement which contains a general
release and waiver.
(iv) Xx. Xxx Xxxxx has twenty-one (21) days from the
date of presentment to consider whether or not to execute this Agreement.
In the event of such execution, Xx. Xxx Xxxxx has a further period of
seven (7) days from such date in which to revoke said execution.
11. To the maximum extent permitted by law, Xx. Xxx
Xxxxx covenants not to xxx or to institute or cause to be instituted any
kind of claim or action (except to enforce this Agreement) in any federal,
state or local agency or court against any of the Released Parties arising
out of, in the course of, from or attributable to his employment by Badger
or his separation from Badger. Xx. Xxx Xxxxx acknowledges and agrees that
the release and covenant not to xxx are essential and material terms of
this Agreement and that, without such release and covenant not to xxx, no
agreement would have been reached by the parties. He understands and
acknowledges the significance and consequences of this release and this
Agreement.
12. The provisions of this Agreement shall be
construed in accordance with the laws of the State of Wisconsin. Xx. Xxx
Xxxxx hereby submits to the jurisdiction of any court (state or federal)
sitting in the County of Marinette, State of Wisconsin for the purpose of
any lawsuit concerning the construction or enforcement of this Agreement
and further agrees he will neither file nor seek to have any lawsuit
removed or transferred to any other forum. In the event that any clause,
paragraph, or subparagraph of this Agreement shall be determined to be
contrary to governing law or otherwise unenforceable, all portions of this
Agreement shall be enforced to the maximum extent permitted by law.
13. Xx. Xxx Xxxxx warrants and represents that he has
neither made nor suffered to be made any assignment or transfer of any
right, claim, demand or cause of action covered by the above release or
covenant not to xxx and that he is the sole and absolute owner of all
thereof and that he has not filed or suffered to be filed on his behalf
any Claim, action, demand or other matter of any kind covered by the above
release or covenant not to xxx as of the date and time of the execution of
this Agreement. Finally, Xx. Xxx Xxxxx warrants and represents that he
knows of no other or further claim under any statute or common law,
including without limitation the Workers' Compensation law, against
Badger.
14. Xx. Xxx Xxxxx agrees that neither this Agreement
nor performance hereunder constitutes an admission by Badger of any
violation of any federal, state or local law, regulation, common law, of
any breach of any contract or any other wrongdoing of any type.
15. Xx. Xxx Xxxxx acknowledges that he has read and
fully understands this Agreement, that it fully reflects the entire
agreement between the parties, that no representation or inducement has
been made to him by or on behalf of Badger except as set forth herein, and
that he KNOWINGLY and VOLUNTARILY enters into this Agreement.
PLEASE READ CAREFULLY. THIS EMPLOYEE SEVERANCE AND RELEASE
AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
DATE: June 2, 1998 DATE: May 5, 1998
BADGER PAPER XXXXX, INC. XXXXXX X. XXX XXXXX
By: /s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxx Xxxxx
Xxxxxx X. Xxxxx Xxxxxx X. Xxx Xxxxx
Print Full Name Print Full Name
EMPLOYEE RESIGNATION AND RELEASE AGREEMENT
(Continued)
EXHIBIT A
PAYMENTS TO XXXXXX X. XXX XXXXX
1. Badger shall make the following payments to Xx. Xxx Xxxxx
until June 30, 2000. If Xx. Xxx Xxxxx dies prior to June 30, 2000,
payments shall continue, as scheduled, to Xx. Xxx Xxxxx'x estate.
a. Full salary ($14,583.33 per month) from April 1, 1998
through December 31, 1998; and
b. 50% salary ($7,291.66 per month) from January 1, 1999
through June 30, 2000.
2. Badger shall pay the premiums due on the Hartford Life
Insurance policies on Xx. Xxx Xxxxx'x life for calendar year 1997 and the
first quarter of 1998. (Calendar year 1997 = $18,000.00; first quarter
1998 = $4,500.00).
3. Badger shall make the customary profit sharing contribution
(4% of gross salary = $2,333.33) to Xx. Xxx Xxxxx'x account for the first
quarter of 1998.
4. Xx. Xxx Xxxxx shall take assignment of ownership of the
life insurance policies on his life, currently owned by Badger:
a. Hartford Life Insurance Policy #U01547098
Annual premium: $11,500.00
b. Hartford Life Insurance Policy #U01540133
Annual premium: $6,500.00
5. Pursuant to earlier corporate resolution, Badger shall
provide lifetime medical benefits to Xx. Xxx Xxxxx and his spouse.
