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EXHIBIT 10.3
SEPARATION AND GENERAL RELEASE AGREEMENT
Francis F. Bell
("Employee") and PERRIGO COMPANY ("Perrigo") enter into
this Confidential Separation and General
Release Agreement ("Agreement") to
resolve all matters related to Employee's
employment and separation from
Perrigo.
1. SEPARATION
FROM EMPLOYMENT. By executing this Agreement, Employee agrees
to end employment with Perrigo for any and
all purposes effective December 15,
2005 (the "Separation Date"), and
Employee's employment and all benefits and
privileges associated therewith shall
terminate pursuant to the terms of this
Agreement.
2. SEVERANCE. In
consideration of Employee's willingness to enter into this
Agreement and end employment as of the
Separation Date, Perrigo agrees to
provide Employee with the following
discretionary pay and benefits, provided
that Employee (1) signs and returns this
Agreement, (2) has otherwise complied
with this Agreement, and (3) allows the
seven (7) day revocation period to
expire.
A. SEPARATION PAY. Perrigo will
pay Employee the Employee's ending base
salary at regular pay intervals for the period from December 16,
2005
through June 30, 2006, subject to normal payroll taxes and
withholdings. In the event of Employee's death before June 30,
2006,
remaining payments will be made to the surviving spouse of the
Employee or, if none, to the estate of Employee.
B. MIB BONUS. Employee will
receive his Fiscal Year 2005 and Fiscal Year
2006 Management Incentive Bonus pursuant to the terms of that
plan
when paid to other eligible managers; for Fiscal Year 2006,
Employee
will
participate in the Consolidated MIB plan, with a target bonus
unchanged from 2005. In the event of Employee's death before the
MIB
bonus is paid, the MIB bonus will be paid to Employee's
surviving
spouse or, if none, to estate of Employee.
C. BENEFITS. All of Employee's
employment benefits shall terminate on
December 15, 2005. However, when Employee and/or Employee's
dependents
make a timely COBRA health insurance continuation election,
Perrigo
will waive Employee's COBRA health insurance continuation premium
from
December 16, 2005, through June 30, 2006. After the COBRA
premium
waiver period, Employee shall be responsible for the cost of
any
available health insurance continuation coverage.
D. STOCK OPTIONS. Employee's
Perrigo stock options will continue to vest
as if Employee remained employed with Perrigo beyond the
Separation
Date. All vested options may be exercised at any time prior to the
end
of their stated life. This vesting period has been
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approved by the Compensation Committee of Perrigo's Board of
Directors. Employee will continue to be able to participate in
the
cashless stock option exercise program. Employee agrees that he
will
receive no further stock option grants in Fiscal Years 2005 and
2006.
E. UNEMPLOYMENT. Perrigo and
Employee agree that, since Employee will
receive separation pay through June 30, 2006, Employee will not
apply
for unemployment benefits before June 30, 2006. Should Employee
receive unemployment benefits during the separation pay period,
those
unemployment benefits will be offset against Employee's
separation
pay.
F. DIRECTORS & OFFICERS
INSURANCE. Perrigo affirms that is Directors &
Officers Insurance covers Employee for claims arising out of
activities that took place before the Separation Date.
Employee acknowledges that the pay and
benefits provided in this paragraph 2 of
the Agreement are provided in addition to
any amounts/benefits that Employee is
already entitled to receive from Perrigo
and satisfy any claims Employee may
have for pay and benefits against Perrigo,
except for vested benefits under
qualified retirement plans (including
401(k) and profit sharing) and deferred
compensation plans applicable to
Employee.
3. In
consideration of all additional discretionary pay and benefits
provided to Employee under the terms of
this Agreement, Employee agrees to the
following:
A. RELEASE AND WAIVER OF
CLAIMS. Employee releases Perrigo from any and
all legal or equitable claims arising from Employee's
association,
employment, or separation from employment with Perrigo. This
release
and waiver covers all claims and demands for relief, damages,
costs,
expenses, and causes of action of any kind or character, whether
known
or unknown, under federal, state, or local statute (including, but
not
limited to, claims for notice, retaliation, or race, sex, age,
religion, disability, or national origin discrimination), common
law
(including fraud and breach of contract), or equity. This release
and
waiver specifically includes any existing claims Employee may
have
under the federal Age Discrimination in Employment Act of 1967
(29
USCss."621, et seq.) as of the date of this Agreement. Employee
also
waives any right to appeal under Perrigo policies or practices.
For
the purposes of this release and waiver, the term "Perrigo"
includes
Perrigo, its parent, affiliates, divisions, joint ventures, and
related entities, and all of their respective current and
former
Employees, board members, officers, and agents. Employee
understands
and agrees that this release and waiver of claims may be pled as
a
complete
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defense to and provide the basis for summary dismissal of any claim
or
entitlement released and waived by it which may be asserted or
any
suit or claim against Perrigo (as defined in this paragraph
3.a.).
B. DUTY TO COOPERATE. Employee
agrees to cooperate with and assist
Perrigo and its attorneys in defending against any litigation,
arbitration, or other claims which are currently pending, or which
may
be brought in the future against Perrigo and/or it's employees,
officers, or directors that involve Employee in any way. Upon
reasonable notice, Employee agrees to make himself available to,
and
will in good faith, answer questions, provide information, and
prepare
for and/or participate in any discovery procedures, interviews,
testimony, hearings, arbitrations, trials, or other
proceedings.
Perrigo will reimburse Employee for any expenses reasonably
incurred
in meeting his obligations under this clause and, beyond the
separation pay period, Perrigo will provide Employee with a fair
and
reasonable per diem.
C. RETURN OF PERRIGO PROPERTY.
All Perrigo property, including but not
limited to the property listed in Employee's August 20, 2003
Noncompetition and Nondisclosure Agreement w
