Exhibit 99.1
RELEASE AGREEMENT
This Release Agreement (this “
Agreement ”) is entered into by and between Mannatech,
Incorporated, a Texas corporation (the “ Company
”), and Dr. Bill H. McAnalley (“ Dr.
McAnalley ”), effective this 9 th day of August, 2005 (the “
Effective Date ”). The Company and Dr. McAnalley
are collectively referred to in this Agreement as the “
Parties .”
WHEREAS, the Company has employed
Dr. McAnalley under an Employment Agreement effective
August 7, 2003 (the “ Employment Agreement
”), and Dr. McAnalley’s employment under the
Employment Agreement expires or terminates on the Effective
Date;
WHEREAS, the Parties are also
parties to the Supplemental Royalty Compensation Agreement
effective August 7, 2003 (the “ Royalty Agreement
”), which is to continue in effect after
Dr. McAnalley’s employment under the Employment
Agreement; and
WHEREAS, Dr. McAnalley desires
to release the Company as provided herein;
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained in
this Agreement, the Parties hereby agree as follows:
1. AGREEMENTS BY DR. MCANALLEY.
(a) Resignation: Dr. McAnalley
acknowledges the cessation of his employment with the Company on
the Effective Date, and concurrently resigns from each position
with the Company and its subsidiaries and affiliates, including
(without limitation) as the Chief Science Officer of the Company
and each trustee position and position of signatory authority (if
any).
(b) Release of Claims: Dr. McAnalley,
for himself and on behalf of his attorneys, heirs, assigns,
successors, executors, and administrators, IRREVOCABLY AND
UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES the
Company and its current and former parent, subsidiary, affiliated,
and related corporations, firms, associations, partnerships, and
other entities, their respective successors and assigns, and the
current and former owners, shareholders, directors, officers,
employees, agents, attorneys, representatives, and insurers of the
Company and those other corporations, firms, associations,
partnerships, and other entities, and their respective guardians,
successors, assigns, heirs, executors, and administrators (the
Company and all of those other entities and persons being
collectively called “ Released Persons ”) from
any and all claims, liabilities, obligations, agreements, damages,
causes of action, cost, losses, damages, and attorneys’ fees
and expenses whatsoever, whether known or unknown, asserted or
unasserted, fixed or contingent, liquidated or unliquidated, or due
or to become due (collectively, “ Claims ”),
that may have arisen, or that may arise, before or at the time of,
and through, the Effective Date, whether or not connected with
Dr. McAnalley’s employment with the Company or the
termination or cessation of that employment. All of the Claims
released, acquitted, and discharged are collectively called “
Released Claims .” But the Released Claims exclude the
Excluded Claims described (and
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defined) below in this Paragraph 1(b). The
Released Claims include, without limitation, any Claims arising out
of, based upon, or in any way related to:
(1) the Employment Agreement and any
amendments or supplements to that agreement;
(2) any Claim of entitlement to
present or future employment or reemployment with the
Company;
(3) any property, contract, or tort
Claims, including (without limitation) any and all Claims of
wrongful discharge, breach of employment contract, breach of any
covenant of good faith and fair dealing, retaliation, intentional
or negligent infliction of emotional distress, tortious
interference with contract or existing or prospective economic
advantage, negligence, misrepresentation, breach of privacy,
defamation, loss of consortium, breach of fiduciary duty, violation
of public policy, or any other common law Claim;
(4) any violation or alleged
violation of Title VII of the Civil Rights Act of 1964, as amended;
the Older Workers Benefit Protection Act of 1990; the Equal Pay
Act, as amended; the Fair Labor Standards Act; the Employee
Retirement Income Security Act of 1974, as amended; the Americans
With Disabilities Act; the Texas Labor Code; the Texas Unemployment
Insurance Act; the Texas Worker’s Compensation Act; the Civil
Rights Act of 1866; the Consolidated Omnibus Budget Reconciliation
Act; or any other federal, state, or local statute, rule,
regulation, order, or ordinance;
(5) any violation or alleged
violation of the Age Discrimination in Employment Act, as amended
(the “ ADEA ”);
(6) any Claim for bonus, sick leave,
severance pay, vacation or holiday pay, life insurance, health
insurance, automobile insurance, disability or medical insurance,
or any other employee benefit;
(7) any Claim relating to or arising
under any other local, state, or federal statute or principle of
common law (whether in contract or in tort) governing employment,
discrimination in employment, and/or the payment of wages or
benefits; and
(8) any Claim that the Company has
acted improperly, illegally, or unconscionably in any manner
whatsoever at any time before or on the Effective Date.
The Released Claims exclude any of the following
Claims that Dr. McAnalley has or may have in the future
(collectively, “ Excluded Claims ”):
(i) any Claim of any breach or violation of this Agreement by
the Company, (ii) any Claim of any violation of any of the
Company’s obligations in those provisions of the Employment
Agreement that continue in effect after the termination or
cessation of Dr. McAnalley’s employment, which the
Parties agree are Sections 4, 5, 6, 7, 9, 11 and 12 of the
Employment Agreement, (iii) any Claim of any breach or
violation of the post-employment provisions of the Royalty
Agreement by the Company, (iv) any Claim under the
Company’s directors’ and officers’ insurance
policies, or any Claims for indemnification under the
Company’s bylaws, and (v) any Claim regarding any
benefits to which Dr. McAnalley is entitled under the terms of
any employee-benefit plan of the Company in which
Dr. McAnalley
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participated during his employment with the
Company.
(c) OWBPA Representations: With respect to
Released Claims for any violations or alleged violations of the
ADEA, Dr. McAnalley acknowledges that:
(1)
he has had at least 21 days to consider the terms of this Agreement
and has either considered its term for that period of time or has
knowingly and voluntarily waived his right to do so;
(2)
he has been advised by the Company to consult with an attorney
regarding the terms of this Agreement;
(3)
he has consulted with, or has had sufficient opportunity to consult
with, an attorney of his own choosing regarding the terms of this
Agreement;
(4)
he has read this Agreement and understands its terms and their
import;
(5)
except as provided by this Agreement, he has no contractual right
or claim to the benefits described in this Agreement;
(6)
the consideration provided for in this Agreement to him or in his
favor is good and valuable;
(7)
he has a period of seven days after the execution of this Agreement
to revoke this Agreement (the “ Revocation Period
”), which he may do only by giving notice of revocation to
the Company in accordance with Paragraph 4(e) of this Agreement or
he will have forever waived his right to revoke this Agreement, and
this Agreement will not become effective or enforceable until the
Revocation Period has expired; and
(8)
he is entering into this Agreement voluntarily, of his own free
will, and without any coercion, undue influence, threat, or
intimidation of any kind whatsoever.
(d) Covenant Not to
Sue: Dr. McAnalley
also COVENANTS NOT TO SUE, OR COMMENCE OR OTHERWISE PARTICIPATE OR
JOIN IN ANY ADMINISTRATIVE CLAIM, ANY ACTION OR CLASS ACTION, OR
ANY ARBITRATION against, any of the Released Persons based upon or
asserted any of the Released Claims. If Dr. McAnalley
hereafter commences, participates or joins in, or in any other
manner seeks relief against any of the Released Persons through any
administrative claim, action or class action, or arbitration
arising out of, based upon, or relating to any of the Released
Claims, then he shall pay, in addition to any other damages caused
thereby, all attorneys’ fees and other costs incurred by the
Released Persons in defending or otherwise responding to that
claim, action or class action, or arbitration.
(e) Warranty that Released Claims Have Not Been
Assigned or Conveyed: Dr. McAnalley represents and
warrants that he is the only person who may be entitled to assert
any of the Released Claims against the Company or any of the other
Released Persons and that he has not assigned or conveyed to anyone
else any part of or interest in any of the Released Claims.
Dr. McAnalley will indemnify and hold harmless the Company and
the other Released
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Persons from any liability, demand, cost,
expense, or attorneys’ fees resulting of the assertion of any
of the Released Claims by any other person based on any assignment
or conveyance, or purported assignment or conveyance, from
Dr. McAnalley.
(f) Obligations Regarding Confidential
Information: Dr. McAnalley will perform all of
