Exhibit 10.43
SEPARATION AGREEMENT AND GENERAL
RELEASE OF CLAIMS
This Separation Agreement and
General Release of Claims (“Agreement”) is entered into
by and between Randell Weaver (“Former Employee”) and
Natural Alternatives International, Inc., a Delaware corporation
(“Company”).
RECITALS
A. Former Employee’s
employment with the Company terminated effective on
December 31, 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
and Company are each parties to an Employment Agreement dated
January 30, 2004, as amended June 28, 2008 (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 Three Hundred Twenty Five Thousand and
00/100 dollars ($325,000.00), less all applicable withholdings and
deductions, which amount represents a severance benefit in the
amount of one (1) year’s base salary. Except as set
forth below, Two Hundred Sixteen Thousand Six Hundred Sixty Six and
67/100 dollars ($216,666.67) of such severance benefit will be paid
by the Company to Former Employee within ten (10) business
days after the Effective Date (as hereinafter defined) and the
balance of the severance benefit will be paid by the Company to
Former Employee on a bi-weekly basis over the period from the
Effective Date until December 31, 2009 with the first such
payment to be processed with the next regularly scheduled Company
payroll after the Effective Date. Notwithstanding the foregoing, no
amount of the severance benefit shall be due to Former Employee
unless and until Former Employee has complied with
Section 4(b) hereof. 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.
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(b) 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 Section 1(a) represent the total
consideration due to Former Employee from the Company under this
Agreement.
2. Release.
(a) Former Employee does hereby
unconditionally, irrevocably and absolutely release and forever
discharge the Company, and its 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.
3. Confidentiality
.
(a) Former Employee agrees that all
matters relative to this Agreement shall remain confidential.
Accordingly, Former Employee hereby agrees that Former Employee
shall not discuss, disclose or reveal to any other persons,
entities or organizations, whether within or outside of the
Company, with the exception of Former Employee’s legal
counsel, financial, tax
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and business advisors, and such
other persons as may be reasonably necessary for the management of
the Former Employee’s affairs, the terms, amounts and
conditions of settlement and of this Agreement. Notwithstanding the
above, Former Employee acknowledges that Company and/or its parent
may be required to disclose certain terms, aspects or conditions of
this Agreement and/or Former Employee’s termination of
employment in NAI’s public filings made with the United
States Securities and Exchange Commission and Former Employee
hereby expressly consents to any such required
disclosures.
(b) Former Employee shall not make,
issue, disseminate, publish, print or announce any news release,
public statement or announcement with respect to these matters, or
any aspect thereof, the reasons therefore and the terms or amounts
of this Agreement.
4. Return of Documents and
Equipment .
(a) Subject to Section 4(b)
below, Former Employee represents that Former Employee has returned
to the Company all Company Property (as such term is defined in
that certain Confidential Information and Invention Assignment
Agreement, Covenant of Exclusivity and Covenant Not To Compete by
and between Former Employee and Company). In the event Former
Employee has not returned all Company Property, Former Employee
agrees to reimburse the Company for any reasonable expenses it
incurs in an effort to have such property returned. These
reasonable expenses include attorneys’ fees and
costs.
(b) Notwithstanding
Section 4(a) above, Former Employee shall be entitled to keep
and retain his Company issued laptop, cell phone and cell phone
number provided Former Employee first delivers his laptop to the
Company for the removal of all Compa
