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;
1
(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
Employee Retirement Incom
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