Exhibit 10.37
SEPARATION AGREEMENT AND GENERAL
RELEASE OF CLAIMS
This Separation Agreement and
General Release of Claims (“Agreement”) is entered into
by and between Alvin McCurdy (“Former Employee”) and
Natural Alternatives International, Inc., a Delaware corporation
(“Company”).
RECITALS
A. Former Employee’s
employment with the Company terminated effective on June 30,
2009 (“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 any and 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 November 20, 2006, as amended June 28,
2008 (the “Employment Agreement”), and desire to settle
and compromise any and all claims of 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 fifty-six thousand two hundred fifty and
zero/100 dollars ($56,250.00), less all applicable withholdings and
deductions, which amount represents a severance benefit in the
amount of three (3) months’ base salary. Twenty-eight
thousand one hundred twenty-five and zero/100 dollars ($28,125.00)
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 three (3) month period following the
Effective Date, with the first such payment to be processed with
the next regularly scheduled Company payroll after the Effective
Date. 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 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, pay the premiums for such
continuation coverage for a period of three (3) months in the
amount of one thousand nine hundred three and sixty-three/100
dollars ($1,903.63) per month for a total of five thousand seven
hundred one and eighty-nine/100 dollars ($5,701.89).
(c) 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) and 1(b) 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.
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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 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 may be required to
disclose certain terms, aspects or conditions of this Agreement
and/or Former Employee’s termination of employment in
Company’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 . 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.
5. 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 that 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
that Fo
