|
Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
SEPARATION
AGREEMENT AND GENERAL RELEASE (this " Agreement ")
dated effective as of October 31, 2007, between JOEL D. MELKA
(" Executive ") and SYNTHETECH, INC., an Oregon
corporation (" Synthetech ").
RECITAL
|
A.
|
Executive
has been employed as the Vice President of Operations of
Synthetech.
|
|
B.
|
The
Executive's employment relationship with Synthetech has ended,
Executive will receive certain severance and other payments in
connection therewith and Executive will release Synthetech and
certain other persons and entities from claims, all as set forth in
this Agreement.
|
NOW,
THEREFORE, in consideration of the foregoing and the mutual
promises contained below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Last Day of Employment . The parties agree
that Executive's employment shall terminate effective as of
October 31, 2007 (the " Termination Date "), and the
parties hereby agree that Executive's last day of employment
with Synthetech will be the Termination
Date. Executive hereby resigns as an officer of
Synthetech effective as of the Termination Date.
Synthetech
has paid Executive's final paycheck, including accrued
vacation pay, on the Termination Date, net of applicable
withholding taxes to be deducted from that
amount. Executive acknowledges and agrees that the
amount of his final paychecks includes all earned but unpaid
wages and bonuses, all unused paid time off pay, reimbursement
for all unreimbursed business expenses incurred by Executive
in connection with Executive's employment, and any other
compensation or benefits that Executive is entitled upon
cessation of employment, net of applicable taxes to be
withheld.
Executive
agrees to provide reasonable transition assistance to
Synthetech as may be requested from time to time after the
Termination Date by Synthetech's President.
2. Settlement
Payments and Other Consideration. Provided that
(a) Executive is not in breach of any of his obligations
to Synthetech under this Agreement or Section 8
("Nonsolicitation") of the Employment Agreement dated as of
January 13, 2006 between Synthetech and Executive (the
"Employment Agreement") or The Proprietary Information and
Employee Inventions Agreement and (b) Executive has not
revoked the release of claims set forth in Section 3 of this
Agreement, Synthetech will : (i)
pay Executive the amount of $11,666.67 for each of the six
(6)
months
immediately
following the Termination Date (as defined in Section 3 of
this Agreement) , on or around the last day of each
month commencing November 30, 2007 in accordance with
Synthetech's standard payroll practices and net of applicable
withholding taxes to be deducted from such amount (the
"Settlement Payments"), settlement payments are not eligible
compensation for deferment or Company matching contributions
pursuant to Synthetech’s 401(K) Profit Sharing Plan;
and
(ii) pay the Company’s portion of any premiums
("the COBRA Payments"), net of applicable withholding taxes,
necessary to
continue Executive’s health insurance coverage under
Synthetech's health insurance plan pursuant to COBRA (provided
that Executive timely elects COBRA coverage under Synthetech's
health insurance plan) until the earlier of six (6) months
beginning November 1, 2007, or the first date that Executive
is eligible to be covered under another health insurance plan
or program . Executive agrees to notify
Synthetech at least seven (7) days in advance of the
commencement of such coverage under another health insurance
plan or program.
3.
Release of Claims by Executive
. In connection with his receipt of the Settlement
Payments, the COBRA Payments and other benefits offered to him
under this Agreement (collectively, the " Settlement
"), and in connection with the termination of his employment,
Executive agrees to the following release (this "
Release "):
(a) On
behalf of himself, his heirs, executors, administrators, successors
and assigns, Executive hereby fully and forever releases and
discharges Synthetech, its current, former and future parents,
subsidiaries, related entities, attorneys, employee benefit plans,
and their fiduciaries, predecessors, successors, officers,
directors, shareholders, agents, employees and assigns
(collectively, the “ Released Parties ”) from
any and all claims, causes of action, and liabilities arising out
of or relating in any way to his employment with Synthetech,
including, but not limited to, the (i) offer and termination
of his employment and (ii) the Employment
Agreement.
(b) Executive
understands and agrees that this Release is a full and complete
waiver and release of all claims, including, but not limited to,
claims of wrongful discharge, breach of contract, breach of the
covenant of good faith and fair dealing, violation of public
policy, defamation, personal injury, emotional distress, claims
under Title VII of the 1964 Civil Rights Act, as amended, the Equal
Pay Act of 1963, as amended, the Age Discrimination in Employment
Act of 1967, as amended, the Older Workers Benefit Protection Act,
as amended, the Americans with Disabilities Act, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), and any other state, federal or
local laws and regulations relating to employment or employment
discrimination. The only exceptions are claims Executive
may have for unemployment compensation and worker’s
compensation. Executive does not presently believe he
has suffered any work-related injury or illness.
(c) Executive
understands and agrees that Synthetech will not provide him with
the Settlement Payments or COBRA Payments unless he agrees to this
Release.
(d) Without
limiting the generality of the foregoing release of all claims,
Executive expressly represents and warrants that he is accepting
the Settlement in resolution of any and all actual and/or potential
disputes regarding and in full satisfaction of any and all claims
that he may have against Synthetech for unpaid compensation,
including, without limitation, salary and bonuses.
(e) Executive
acknowledges that he may discover facts different from or in
addition to those which he now knows or believes to be true and
that this Release shall be and remain effective in all respects
even if he discovers new or additional facts after he signs this
Agreement.
(f) As
part of his existing and continuing obligation to Synthetech, he
has returned, or within seven days of the Termination Date, will
return to Synthetech all Synthetech documents, information and
property, including, without limitation, files, records, computer
access codes and instruction manuals, as well as any Synthetech
assets or equipment that he has in his possession or under his
control.
Executive
further agrees not to keep any copies of Synthetech documents or
information. Executive affirms his obligation to keep
all Synthetech Information confidential and not to disclose it to
any third party in the future. Executive understands
that the term “Synthetech Information” includes, but is
not limited to, the following: (i) confidential
information, including, without
|
