Exhibit 10.44
SEPARATION AGREEMENT AND GENERAL
RELEASE OF CLAIMS
This Separation Agreement and
General Release of Claims (“Agreement”) is entered into
by and between John F. Dullea (“Former Employee”) and
Real Health Laboratories, Inc., a California corporation
(“Company”) and wholly-owned subsidiary of Natural
Alternatives International, Inc., a Delaware corporation
(“NAI”).
RECITALS
A. Former Employee’s
employment with the Company terminated effective on
September 30, 2008 (“Date of
Termination”).
B. Former Employee and Company
desire to settle and compromise any and all possible claims between
them arising out of their relationship to date, including Former
Employee’s employment with the Company, and the termination
of Former Employee’s employment with the Company, and to
provide for a general release of all claims relating to Former
Employee’s employment and its termination. In particular, and
without limiting the generality of the foregoing, Former Employee,
Company and NAI are all parties to an Employment Agreement dated
December 5, 2005 (the “Employment Agreement”), and
desire to settle and compromise claims made by Former Employee
pursuant to the Employment Agreement.
NOW, THEREFORE, incorporating the
above recitals, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
AGREEMENT
1. Separation Payment by
Company . In consideration of Former Employee’s promises
and covenants contained in this Agreement:
(a) The Company agrees to pay Former
Employee the gross sum of Four Hundred Eighty One Thousand Two
Hundred Fifty and 00/100 dollars ($481,250.00), less all applicable
withholdings and deductions, which amount represents a severance
benefit in the amount of twenty one (21) months’ base
salary. 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 Date of Termination, less all
applicable withholdings and deductions.
(b) Former Employee shall be
entitled to receive the amount of Twelve Thousand and 00/100
dollars ($12,000.00), payable directly to Former Employee, for
executive outplacement services.
(c) Former Employee shall be
entitled to receive continuing group health insurance coverage
pursuant to COBRA and, should Former Employee elect to continue
group health insurance coverage pursuant to COBRA, the Company
will, following the Effective Date, commencing January 1,
2009, pay the premiums for such continuation coverage for a period
of fifteen (15) months.
(d) In addition to the
Company’s payment of premiums for group health insurance
coverage pursuant to COBRA, if elected by Former Employee,
described in Section 1(c) above, the Company shall pay to
Former Employee the amount of $4,865.40, as reimbursement or
payment of an additional six (6) months of medical
benefits.
(e) Former Employee acknowledges and
agrees that (i) the amounts set forth above represent
additional payments to Former Employee, over and above all
compensation (including salary, wages, bonuses, or benefits) to
which Former Employee would otherwise be entitled due to Former
Employee’s employment with the Company and but for Former
Employee’s execution of this Agreement, Former Employee would
not otherwise be entitled to such payments; and (ii) the
payments set forth in Sections 1(a), 1(b), 1(c) and 1(d) represent
the total consideration due to Former Employee from the Company
under this Agreement.
(f) The Company will, within three
(3) business days after the Effective Date (as hereinafter
defined), pay to Former Employee the aggregate amount of the
payments set forth in Sections 1(a), 1(b) and 1(d), by delivering a
check to Former Employee or his representative at the offices of
Bell, Boyd & Lloyd LLP, 3580 Carmel Mountain Road, Suite
200, San Diego, California 92130.
(g) In the event that the Company
does not make the payment required under Section 1(f) herein,
Former Employee may (but is not required to), within ten
(10) business days after the Effective Date, declare this
Agreement (including but not limited to the release set forth in
Section 2) void by giving notice of such election to counsel
for the Company. If the Company tenders payment pursuant to
Section 1(f) but there is a good-faith disagreement between
the Parties regarding the calculation of applicable withholdings
and deductions, Former Employee shall not have the right or ability
under this Section 1(g) to declare this Agreement
void.
2. Release.
(a) Former Employee does hereby
unconditionally, irrevocably and absolutely release and forever
discharge the Company, and its parent, subsidiaries and affiliates,
and its and their respective past and present directors, officers,
employees, representatives, agents, attorneys, stockholders,
insurers, successors and/or assigns (hereinafter individually a
“Released Party” and collectively, the “Released
Parties”), 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 and the termination of
said employment. Former Employee agrees and understands the release
given by Former Employee to the Released Parties in this Agreement
applies, without limitation, to all wage claims, tort and/or
contract claims, common law claims, claims for wrongful termination
and/or retaliatory discharge, and claims arising under the Age
Discrimination in Employment Act, the Older Workers’ Benefit
Protection Act, the Civil Rights Act of 1964 (Title VII), the Civil
Rights Act of 1991, Section 1981, the Americans with
Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay
Act, the California Fair
Employment and Housing Act, the
Unruh and Ralph Civil Rights Act, the Fair Labor Standards Act, the
Worker Adjustment and Retraining Notification Act, the Family and
Medical Leave Act, the Employee Retirement and Income Security Act,
the California Labor Code, the California Worker Adjustment and
Retraining Notification Act, all as amended, any and all federal,
state or local laws, regulations, statutes or ordinances governing
discrimination and/or harassment in employment, and the California
Business and Professions Code. This release does not extend to any
matters that may not be released in this manner as a matter of
law.
(b) Former Employee warrants,
represents, acknowledges and agrees that Former Employee has not
filed or otherwise cooperated in the authorization of the filing of
any complaints, charges, or lawsuits against any Released Party
with any governmental agency or court. If such a complaint, charge
or lawsuit has been filed on Former Employee’s behalf or is
filed in the future, Former Employee hereby waives, releases and
discharges any right to recover thereunder from any Released
Party.
(c) The Company warrants and
represents that as of the date of execution of this Agreement
Randell Weaver, Chief Executive Officer of the Company and
President of NAI, is not aware of any 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 the
Company and NAI, on the one hand, and Former Employee, on the
other, to date, including, but not limited to, Former
Employee’s employment with the Company and the termination of
said employment.
3. Confidentiality
.
(a) Former Employee agrees that all
matters relative to this Agreement shall remain
confidential.
