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Exhibit
10.42
SEPARATION AGREEMENT AND
GENERAL RELEASE OF CLAIMS
This Separation Agreement and
General Release of Claims (“Agreement”) is entered into
by and between John R. Reaves, Jr. (“Former Employee”)
and Natural Alternatives International, Inc., a Delaware
corporation (“Company”).
RECITALS
A. Former Employee, by letter
dated November 19, 2007, resigned from employment with the
Company as of the Effective Date of this Agreement.
B. Former Employee and
Company desire to settle and compromise all possible claims between
them arising out of their relationship to date, including Former
Employee’s employment with the Company, and to provide for a
general release of all claims relating to Former Employee’s
employment.
NOW, THEREFORE, incorporating
the above recitals, and for good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree
as follows:
AGREEMENT
1. Separation Payment by
Company . In consideration of the mutual covenants set forth in
this Agreement, the releases given by Former Employee and the
return of materials by Former Employee, the parties agree as
follows:
a. Company will, within ten
days following the Effective Date of this Agreement, pay to Former
Employee the sum, less usual deductions, representing separation
pay of one-half the amount payable for Former Employee’s
salary through June 30, 2008. The balance of separation pay
shall be paid on a bi-weekly basis through the remaining severance
period ending June 30, 2008. Former Employee acknowledges and
agrees he has received payment for all unused accrued vacation pay
as well as all salary to which he was entitled through the
Effective Date of this Agreement, less usual deductions.
b. Former Employee shall be
entitled to receive continuing group health insurance coverage
pursuant to COBRA and Company will pay the next twelve
(12) months premiums for such continuation coverage in the
amount of Four Hundred Seventy Four Dollars and 61/100 ($474.61)
per month. In the event Former Employee finds employment following
the Effective Date of this Agreement after which Former Employee no
longer requires COBRA continuation coverage, Company agrees to pay
the balance of any such unused continuation coverage to Former
Employee as additional separation pay.
c. Former Employee shall be
entitled to receive up to twelve (12) months of outplacement
services commencing from the Effective Date at a cash value
not
to exceed Fifteen Thousand Dollars
($15,000.00) to be paid by Company. Former Employee may elect to
waive outplacement services and receive payment in the amount of
Fifteen Thousand Dollars ($15,000.00), less usual deductions, as
additional separation pay in lieu of outplacement services. This
election must be made on or before the Effective Date of this
Agreement.
d. Former Employee shall be
entitled, subject to prior approval of the Board of Directors, to a
net exercise of all Company stock options held by Former
Employee.
2. Release
.
a. Former Employee
unconditionally, irrevocably and absolutely releases and discharges
the Company, its directors, officers, employees, volunteers,
agents, attorneys, stockholders, insurers, successors and/or
assigns and any related, parent or subsidiary entity, from any and
all losses, liabilities, claims, demands, causes of action, or
suits of any type, whether in law and/or in equity, related
directly or indirectly or in any way in connection with any
transaction, affairs or occurrences between them to date,
including, but not limited to, Former Employee’s employment
with the Company. Former Employee agrees and understands this
Agreement applies, without limitation, to all wage claims, tort
and/or contract claims, claims for wrongful termination, and claims
arising under Title VII of the Civil Rights Act of 1991, the
Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Equal Pay Act, the California Fair Employment
and Housing Act, the Fair Labor Standards Act, the Family and
Medical Leave Act, the California Labor Code, any and all federal
or state statutes or provisions governing discrimination in
employment, and the California Business and Professions
Code.
b. Former Employee
irrevocably and absolutely agrees Former Employee will not
prosecute nor allow to be prosecuted on Former Employee’s
behalf in any administrative agency, whether federal or state, or
in any court, whether federal or state, any claim or demand of any
type related to the matters released above, it being an intention
of the parties that with the execution by Former Employee of this
Agreement, the Company, its officers, directors, employees,
volunteers, agents, attorneys, stockholders, successors and/or
assigns and all related, parent or subsidiary entities will be
absolutely, unconditionally and forever discharged of and from all
obligations to or on behalf of Former Employee related in any way
to the matters discharged herein.
3. Civil Code
Section 1542 Waiver .
a. Former Employee expressly
accepts and assumes the risk that if facts with respect to matters
covered by this Agreement are found hereafter to be other than or
different from the facts now believed or assumed to be true, this
Agreement shall nevertheless remain effective. It is understood and
agreed this Agreement shall constitute a general release and shall
be effective as a full and final accord and satisfaction and as a
bar to all actions, causes of action, costs, expenses,
attorneys’ fees, damages, claims and
liabilities whatsoever, whether or not
now known, suspected, claimed or concealed pertaining to the
released claims. Former Employee acknowledges Former Employee is
familiar with California Civil Code §1542, which provides and
reads as follows:
“A general release
does not extend to claims which the creditor does not know of or
suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected
his or her settlement with the debtor.”
Former Employee expressly waives and
relinquishes any and all rights or benefits which Former Employee
may have under, or which may be conferred upon Former Employee by
the provisions of California Civil Code §1542, as well as any
other similar state or federal statute or common law principle, to
the fullest extent Former Employee may lawfully waive such rights
or benefits pertaining to the released claims.
4. Confidentiality
.
a. Former Employee agrees all
matters relative to this Agreement shall remain confidential.
Accordingly, Former Employee agrees Former Employee shall not
discuss, disclose or reveal to any other persons, entities or
organizations, wheth
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