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EX 10.28
EMPLOYMENT TERMINATION, RELEASE AND
COOPERATION AGREEMENT
Virbac
Corporation ("the Company") and Thomas Bell ("Employee") agree
that
the following sets forth
their full and complete agreement and understanding
regarding the termination of
the Employee's employment with the Company:
1. As used
in this Agreement the following terms shall have the
following
meanings.
a)
Securities Litigation shall mean the presently pending suits
filed
against the Company or the
Company and Employee alleging violation of any law
pertaining to securities
together with any amendment, refiling or new complaint
or other filing asserting
claims based on the same or similar facts. Securities
Litigation shall also include
any potential investigation/litigation by the
Securities and Exchange
Commission or other governmental body regarding
activities of the Company
during the time that Employee was employed by Company
and relating to alleged
violation of securities laws.
b)
Competitor shall mean any of the companies listed on Exhibit A
hereto
together with their parents,
subsidiaries and affiliates.
c)
Customer or Business Partner shall mean any of the companies listed
on
Exhibit B hereto together
with their parents, subsidiaries and affiliates.
d) Fully
Cooperate / Full Cooperation shall mean for Employee to
make
himself available at
reasonable times and places for interviews,
consultations
and/or testimony during which
he will provide to the Company, or its designated
attorneys or agents, any and
all information known to him regarding or relating
to the Company or his
activities on behalf of the Company in regard to the
subject matter on which
cooperation is sought, as well as provide any and all
documents or electronically
stored information available to him relating to such
subjects.
e)
Confidential Information shall mean any and all information not in
the
public domain, in any form,
possessed by, used by, under the control of, or
otherwise relating to the
Company and treated as confidential by the Company
including but not limited to,
any technical or non-technical information, plans
designs, drawings, processes,
systems, procedures, formulae, biological
materials, laboratory
notebooks, test data, know-how, improvements,
inventions,
products, client or customer
lists, marketing plans, financial information, or
any other compilation of
information relating to the Company's business which
has come into the Employee's
possession by virtue of his employment with
Company. Confidential
Information shall also include any information not in
the
public domain owned by
another company or person and entrusted to Company in
the
courts of business or
research.
2. The
Company and the Employee agree that the Employee's employment
with
the Company was terminated
effective January 27, 2004, and that the Employee
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resigned effective that date
from any and all positions as an employee or
director held by him with the
Company, its subsidiaries, parents and affiliates.
Employee understands and
agrees that from and after January 27, 2004 he shall
have no power or authority to
bind the Company to any obligations with third
parties or other employees of
the Company.
3. In
exchange for Employee's resignation, his release of all
claims
against the Company and the
other promises made by Employee in this Agreement,
the Company shall:
a) Pay to
Employee an amount equal to five months of Employee's
base
salary in effect as of
January 27, 2004. This amount shall be paid to Employee
in equal installments on
regularly scheduled payroll dates between January 27,
2004 and November 30, 2004
(the "Severance Period"); provided that no payments
shall be made until after the
Revocation Period provided in paragraph 18 shall
have elapsed without Employee
revoking this Agreement. All amounts paid shall be
subject to normal and
required withholdings;
b) Allow
Employee to continue Employee's health insurance
(including
Executive Care Plan) during
the Severance Period upon the same terms and
conditions as were in effect
at the date of Employee's termination, or upon such
terms as may be amended
during the Severance Period to apply to all other
participants in the same
health plan(s) during such time; and
c) Advance
to Employee certain reasonable attorneys fees and expenses
as
is more fully described in
paragraph 11 of this Agreement.
It is
understood and agreed that any period of group health
care
continuation of coverage
required under 29 U.S.C. Sections 1161-1169 shall
commence as of the end of the
Severance Period and not the date of the
Employee's
resignation.
4.
Employee agrees that during the Severance Period he shall
Fully
Cooperate with the Company in
regard to all matters relating to the transfer of
his responsibilities and
knowledge regarding the Company and its activities to
other employees, consultants
or agents of the company.
5.
Employee agrees that he shall Fully Cooperate with the Company
in
regard to any internal
investigation, SEC investigation or Securities
Litigation
for so long as any such
matters shall be pending. Employee further agrees that
he will not voluntarily
provide any statement or other assistance to a party to
a dispute or litigation with
the Company, other than the Company, without the
prior written consent of the
Company. Employee also agrees that if he is ever
subpoenaed or otherwise
required by law to provide any statement or other
assistance to a party to a
dispute or litigation with the Company, other than
the Company, then he will
provide written notice of the circumstances requiring
such statement or other
assistance, including where applicable a copy of the
subpoena or other legal writ,
in such a manner and at such a time that allows
the Company to respond.
Nothing herein shall prevent the Employee from
cooperating
2
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with co-defendants in
litigation or with inquiry from the government without a
need to obtain prior consent
or approval from the company; however, the Employee
shall provide prompt notice
of any voluntary giving of oral or written
statements to such parties,
and provide to the Company a copy of any written
statement so given or a
summary of any oral statement provided.
6. Company
shall reimburse Employee for reasonable and necessary
out-of-pocket expenses
incurred by Employee in fulfilling his obligations under
paragraphs 4 and 5 hereof.
Company shall also reimburse Employee for legal
expense not to exceed $5,000
incurred in reviewing and drafting changes to this
Agreement, but not for
consultation between Employee and his counsel.
7.
Employee agrees that he will not, without the prior written
permission
of the Company, become
employed by, or otherwise provide services as an
employee, consultant, owner,
volunteer or other capacity to any Customer or
Business Partner listed on
Exhibit B hereto during the Severance Period, nor for
any Competitor listed on
Exhibit A for a period of one year following the
termination of his
Employment. Such restrictions shall be removed at the
sole
discretion of the
Board.
8.
Employee agrees that he shall not use any Confidential Information
for
the benefit of himself or
others without the prior written consent of the
Company for so long as such
information has not entered the public domain. In
the event Employee is called
upon to divulge confidential information in the
course of the Securities
Litigation or other judicial or regulatory proceeding,
Employee shall provide the
Company with as much notice of the need or
possibility of the need to
divulge Confidential Information as is practicable
under the circumstances.
However, nothing herein shall be interpreted to impose
or imply a limitation upon
Employee's ability to provide truthful testimony in
the course of any
j
