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Exhibit 99.1
EXECUTION COPY
SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation Agreement and General Release (the "AGREEMENT")
is entered into this 17th day of November 2006, between Robert
E. Tremain ("Tremain") and NationsHealth, Inc. ("the Company" or
"NationsHealth") (collectively the "Parties").
WHEREAS, Tremain informed the Company of his desire to pursue
other opportunities and that he would be resigning from his
position with the Company;
WHEREAS, the Parties have agreed to settle any and all claims
that they may have against each other, including, but not limited
to , claims arising from or in any way related to
Tretnain’s employment with NationsHealth and/or separation
from said employment;
WHEREAS, the Parties deny any claims of wrongdoing in connection
with Tremain’s employment and separation from employment;
NOW, THEREFORE, in consideration of the promises and conditions
set forth herein, Tremain and NationsHealth agree as follows:
1. Tremain’s last day of compensation as an active
employee will be November 14, 2006 ("Separation Date"). The
Company will pay Tremain all wages earned and any accrued and
unused paid time off ("PTO") in accordance with the Company’s
policies through the Separation Date. Tremain acknowledges that his
entitlement to wages from the Company and coverage under the
employee benefits plans sponsored by the Company ended on midnight
on the Separation Date. After the Separation Date, if Tremain
elects COBRA continuation coverage, Tremain will be responsible to
make timely payment of the full premium cost and any administrative
fee for such continuation coverage, except as set forth in
paragraph 2(c) below. Tremain understands and acknowledges that it
is solely his responsibility to elect COBRA continuation coverage
if he desires such coverage. Tremain’s rights and obligations
under any continuation insurance coverage shall be governed by the
specific terms of the plans and COBRA. Finally, Tremain
acknowledges and agrees that: (a) he has no claim of
entitlement to an equity interest in the Company of any form or
under any theory; and (b) be has no entitlement to any future
compensation, stock options, restricted stock, equity or any other
benefits, except as arises from his execution of this Agreement and
as expressly defined in paragraph 2 of this Agreement.
2. Upon Tremain’s execution of this AGREEMENT and no
sooner than the Effective Date as set forth in paragraph 10 below,
NationsHealth shall provide Tremain with:
(a) severance in the amount of three hundred fifty thousand
dollars ($350,000.00), which shall be subject to applicable
withholdings as required by law and shall be payable in the form of
a lump sum payment of one hundred and seventy-five thousand dollars
($175,000.00) within 10 business days of the Effective Date of this
Agreement and a second lump sum payment in the mount of one hundred
and seventy-five thousand dollars ($175,000.00) to be paid on or
before January 31 ,2007;
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EXECUTION COPY
(b) immediate vesting of forty thousand (40,000) shares of
the Restricted Stock in NationsHealth previously awarded to
Tremain, which is conditioned upon Tremain’s acknowledgement
that the remaining one hundred eighty-five thousand (185,000)
shares of Restricted Stock in the Company previously awarded to
Tremain shall immediately revert to the Company;
(c) payment of Tremain’s premiums for COBRA coverage
through the earlier of (i) six months from the Separation
Date, or (ii) the date at which Tremain becomes eligible to
participate in a group health plan through a new employer;
(d) reimbursement for reasonable moving expenses incurred
by Tremain in transporting his automobile and personal belongings
from Florida lo Pennsylvania, which expenses shall be reimbursed
upon Tremain’s submission of receipts documenting such moving
expenses;
(e) retention by Tremain of the laptop computer provided to
him by NationsHealth, which computer shall be provided to Tremain
following the efforts of NationsHealth to remove Company
information from the computer; and
(f) access to the apartment located at 3120 N.E. 45th
Street, Ft. Lauderdale, Florida 33308 through December 15,
2006, provided that Tremain agrees that he shall leave the
apartment cleaned and in a condition comparable to the condition of
the apartment at the time he took possession of the property. As of
November 17, 2006, Tremain has vacated the property and left
it clean and in such comparable condition.
Tremain acknowledges and agrees that these payment and benefits
exceed any legal payment obligation of NationsHealth, are the only
payments and benefits that he is entitled to receive from the
Company following the Separation Date and provides valid
consideration for the release contained in paragraph 3.
3. In consideration of the payment and mutual promises and
covenants set forth in this AGREEMENT, Tremain, on behalf of
himself, his heirs, successors, current and former agents,
representatives, attorneys, assigns, executors, beneficiaries, and
administrator, hereby releases and forever discharges NationsHealth
and each and all of its current and former parents, divisions,
subsidiaries and affiliates and each and all of their predecessors,
successors, assigns, officers, directors, attorneys, shareholders,
employees, representatives and agents (collectively "the
NationsHealth Group"), from any and all charges, complaints,
claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts and expenses (including
attorneys’ fees) of any nature whatsoever, whether in law or
in equity, which Tremain now has or ever may have had against the
NationsHealth Group, including, but not limited to, any and all
matters related in any way to Tremain’s equity interest in
NationsHealth and Tremain’s employment with or separation
from NationsHealth, as well as all claims under Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Older Worker Benefit Protection Act, the
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