SEPARATION AGREEMENT
BETWEEN
XXXXXXX XXX XXXXX
AND
AGRIBRANDS INTERNATIONAL, INC.
07 April 1999
This Separation Agreement sets forth Agribrands International, Inc.'s (Company)
offer of the following terms and conditions concerning the termination of your
employment with the Company.
1. Your termination of employment will be considered an involuntary
termination due to the elimination of your position.
2. Your date of termination will be 30 April 1999.
3. The Company will provide you severance equivalent to twenty-four (24)
months at your current, monthly, gross, compensation rate of $16,068.00, a
total of $385,632.00.
4. The Company will pay you a performance bonus equivalent to achievement of
your target bonus level (30%) for twenty-four (24) months. Again, this
payment will be based upon your current, monthly, gross compensation rate
of $16,068.00, a total of $115,690.00.
4(A).The Company will provide you severance (payment of the amounts due in
paragraphs 3 and 4 above) in the form of salary continuation. The amounts
due will be paid as follows (based on a present value of the amounts in
paragraphs 3 and 4 above):
Date to be Paid Amount to be Paid
--------------- -----------------
May 15, 1999 $271,389.00
January 15, 2000 $38,750.00
April 15, 2000 $38,750.00
January 15, 2001 $41,000.00
April 15, 2001 $41,000.00
January 15, 2002 $43,750.00
April 15, 2002 $43,750.00
January 15, 2003 $11,750.00
April 15, 2003 $11,750.00
During this period, all payments will be taxed at the regular rates then
applicable.
5. You will be paid for all accrued but unused paid time off (PTO) which
presently is a total of 288 hours. This is equivalent to $26,698.00. The
payment will be in the form of a single lump sum.
6. The Company will provide you a lump sum in the gross amount of $26,000.00
in consideration of travel expenses you may incur in resolving pension
issues in Brazil, as well as costs that may be incurred as a result of your
relocation to Brazil or alternate location.
7. The Company will provide you a lump sum in the gross amount of $20,000.00
in consideration of expenses you may incur in the search for alternate
employment.
8. The Company will provide you a lump sum in the gross amount of $5,000.00 in
consideration of expenses you may incur for legal and/or financial planning
services associated with the termination of your employment.
9. All lump sum amounts noted above in paragraphs #3 through #8, will be paid
to you within thirty (30) days of the expiration of the revocation of this
Agreement and will be taxed as required by law.
10. Your health & dental benefits will be terminated on 30 April 1999. You will
be eligible, if you wish, to continue health insurance coverage, for these
two benefits, through our group health plan as provided under applicable
federal law (COBRA), which permits an additional eighteen (18) months of
benefit continuation at employee expense. If you elect this continuation
coverage, the Company will pay the employee premiums for this coverage on
your behalf until the earlier to occur of:
i) your participation in an alternate Company benefit plan; or
ii) eighteen months following 30 April 1999.
Upon the termination of benefits on 30 April 1999, you will receive a
letter detailing your rights under this legislation.
11. Your eligibility for / participation in all other benefits will be managed
as follows:
(i) Life insurance, disability insurance, accidental death & dismemberment
insurance, voluntary accidental death & dismemberment insurance and
company travel accident insurance will terminate on 30 April 1999. You
are eligible to convert your group life insurance coverage to an
individual policy without having to provide evidence of insurability,
assuming application for this conversion is received by the insurance
company within 30 days of benefit termination. You will be provided
with the necessary materials to execute this conversion, should you
choose to do so. Additionally, you are eligible to continue your
voluntary accidental death & dismemberment insurance via election of
portability coverage, assuming application for this coverage is
received by the insurance company within 31 days of benefit
termination. Again, you will be provided with the necessary materials
to execute this portability coverage, should you choose to do so.
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(ii) Your ability to contribute to the Agribrands' Savings Investment Plan
will cease on 30 April 1999. The money that you currently have
invested in this Plan may remain in the Plan until such time as you
choose to remove it, following 30 April 1999.
(iii)Your ability to contribute to the Agribrands' Non-Qualified Deferred
Compensation Plan will cease on 30 April 1999. The money that is
currently invested in this Plan must be paid out to you. It will be
paid out in the form of a lump sum distribution, as soon as
administratively possible following expiration of the revocation of
this Agreement. These monies are subject to state and federal tax as
required by law.
(iv) The non-qualified stock options you were awarded on May 29, 1998 will
accelerate upon the termination of your employment and become
exercisable for six months thereafter. The exercise price for these
options is $34.25 per share. The exercise period will begin on the 1st
day following your date of termination and conclude six months
thereafter.
(v) The non-qualified stock options you were awarded on September 25, 1998
will accelerate upon the termination of your employment and become
exercisable for six months thereafter. The exercise price for these
options is $21.69 per share. The exercise period will begin on the 1st
day following your date of termination and conclude six months
thereafter.
(vi) You will be provided with the benefits due you under the RPI
Internationalist Retirement Plan, to which the Company is the
successor obligor.
(vii)This Agreement does not impact any benefits you may be entitled to
under benefit plans of the Xxxxxxx Purina Company. However, this
Agreement constitutes a full waiver and release of any obligation of
the Company to participate in, settle or contribute to the obligations
due to you under any benefit plans of the Xxxxxxx Purina Company.
12. In exchange for the additional pay and benefits provided, you agree to
release the Company, its subsidiaries and affiliates, and all of their
employees, officers, directors and agents from any and all claims of any
kind, that you may have against them or any of them arising out of your
employment or the termination thereof with the Company. This release of
claims includes, but is not limited to, claims under the Age Discrimination
in Employment Act of 1967 (29 U.S.C.ss.621), Title VII of the Civil Rights
Act of 1964 (42 U.S.C. ss. 2000e, et. seq.), the Civil Rights Act of 1991,
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and the laws of the State of missouri relating to employment practices,
discrimination and/or civil rights, as well as all other federal, state and
local statutes, ordinances and regulations relating in any way to
employment, breach of express or implied contract, breach of the covenant
of good faith & fair dealing, wrongful descharge or any other violation of
federal, state or local statute or common law. You further agree that you
have not and shall not in the future, file any charge, claim, proceeding or
suit, of any kind, against the Company or any person or entity released
above arising out of your employment or the termination thereof.
13. You understand and acknowledge, by your execution of this document, that
the release and other agreements set forth in the preceding paragraph is in
exchange for consideration in addition to that to which you already are
entitled. Should you choose to not accept this offer of separation, your
employment will be terminated effective 30 April 1999 and you will be
provided with compensation and benefits to which you are entitled, only.
Details of this entitlement are outlined in Appendix A of this document.
14. You acknowledge, by your execution of this document, your understanding
that the intent of this Agreement is to bring to a conclusion all
employment, compensation, benefit or other agreements in existence between
you and Agribrands International, Inc., or any of its subsidiaries. This is
a comprehensive settlement of all employment claims or rights that you may
have with Agribrands or any of its affiliates, including but not limited to
Agribrands Purina do Brasil, Ltda. or its predecessors. Any amounts or
benefits due under any other such arrangements shall be deducted from the
amounts due hereunder, except that you may retain any benefits due to you
under the Brazilian social security or retirement system. However, this
Separation Agreement is a release and waiver of any right you may have to
xxx or claim a termination or severance indemnity from Agribrands or any of
its affiliates, including but not limited to Agribrands Purina do Brasil,
Ltda. or its predecessors.
15. You acknowledge that you are being advised by this letter to consult with
an attorney prior to the execution of this document, and that you have been
given a period of at least 21 days in which to consider this agreement
prior to its execution.
16. You acknowledge that you understand that, even if you sign this document
within the 21- day period permitted above, you may, thereafter, revoke your
decision at any time during the 7-day period following the date of
execution. You further acknowledge that this document will not be effective
or enforceable until that 7-day period of time has expired.
17. You agree that the existence of this Agreement and its terms are
confidential and that you will not, therefore, discuss, or otherwise
disclose the existence of this Agreement, the terms of this Agreement, or
any fact concerning its negotiation, execution, or implementation to any
person, firm, or entity, other than your spouse, tax preparer or attorney,
except as may be required by law.
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18. You further agree that this Agreement does not constitute any admission by
the Company of any wrongdoing or violation of any law, regulation or
ordinance.
19. You also agree that no representation or promise inconsistent or additional
to this Agreement has been made to you, and that this Agreement is the full
and complete Agreement between you and the Company. You further acknowledge
that this Agreement cannot be modified or supplemented except in a writing
signed by both parties hereto, and that no facts currently unknown to you,
but which may later become known to you, shall affect in any way or manner
the final nature of this Agreement.
20. Finally, you also agree that:
(i) Through 30 April 1999 you shall cooperate with and assist the Company
whenever reasonably possible, so that all of your duties,
responsibilities and pending matters can be transferred to others in
an orderly way;
(ii) you shall return all Company materials that may have been issued to
you, including, but not limited to, computer(s), office equipment and
supplies, credit cards, files (in any format), cash advances and, if
necessary, shall file a final expense report(s);
(iii)you shall not use or disclose, either directly or indirectly, to
anyone not connected with the Company any confidential information or
trade secrets which you obtained during the term of your employment
with the Company;
(iv) you shall not make any copies for use outside of the Company of any
client lists or any memoranda, books, records, or documents which
contain confidential information or trade secrets belonging to the
Company;
(v) upon the Company's request, and when you might have relevant
information, you shall provide the Company with reasonable cooperation
and assistance in legal or fiscal matters such as testifying at
trials, tax reviews, customs investigations or customer issues. The
Company shall pay you for any reasonable and necessary expenses and
any loss of wages or salary you incur because of your requested
cooperation with, and assistance to, the Company;
(vi) unless the Company and you mutually agree to the contrary, you shall
not, at any future date, make application for employment with the
Company, and
(vii)you shall execute and deliver to Company resignations from all
boards, offices or other positions you hold by virtue of your
employment with the Company and redeliver to Company, without charge,
all shares of any affiliates which may be issued in your name as a
representative of the Company.
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By your signature on the duplicate originals of this letter, you
acknowledge that you have read, and had the opportunity to review with
counsel of your choice, the foregoing agreement and understand it, and are
executing it voluntarily of your own choice.
Agreed and voluntarily accepted this _____ day of _____________________,
1999.
By: ________________________________ ________________________________
Xxxx X. Xxxxxxxxx Xxxxxxx Xxx Xxxxx
Chief Operating Officer
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