Exhibit 10.46
SEPARATION OF EMPLOYMENT
AGREEMENT
AND
GENERAL RELEASE
THIS SEPARATION OF
EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the
“Agreement”) is made of this 25
th
day of July, 2008
by and between PharMerica Corporation (the “Company”)
and Janice Rutkowski (the “Executive”).
WHEREAS, Executive is employed as
the Chief Clinical Officer of the Company;
WHEREAS, Executive and Company
entered into an Employment Agreement which was effective
August 1, 2007 (the “Employment Agreement”) which
provides for certain severance benefits in the event that
Executive’s employment is terminated on account of a reason
set forth in the Employment Agreement;
WHEREAS, Executive’s
employment will terminate as of August 15, 2008 (the
“Date of Termination”) as a result of the expiration of
her Employment Agreement and mutual decision by the parties to not
renew such Employment Agreement; and
WHEREAS, in connection with the
termination of Executive’s employment, the parties have
agreed to a separation package and the resolution of any and all
disputes between them.
NOW, THEREFORE, IT IS HEREBY AGREED
by and between Executive and the Company as follows:
1. (a) Executive, for and in
consideration of the commitments of the Company as set forth in
Paragraph 5 of this Agreement, and intending to be legally bound,
does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its
affiliates, subsidiaries and parents, and its officers, directors,
employees, and agents, and its and their respective successors and
assigns, heirs, executors, and administrators (each, a
“Releasee” and collectively, “Releasees”)
from all causes of action, suits, debts, claims and demands
whatsoever in law or in equity, which Executive ever had, now has,
or hereafter may have, whether known or unknown, or which
Executive’s heirs, executors, or administrators may have, by
reason of any matter, cause or thing whatsoever, from the beginning
of Executive’s employment to the date of this Agreement, and
particularly, but without limitation of the foregoing general
terms, any claims arising from or relating in any way to
Executive’s employment relationship with the Company and/or
its predecessors, subsidiaries or affiliates, the terms and
conditions of that employment relationship, and the termination of
that employment relationship, including, but not limited to, any
claims arising under the Age Discrimination in Employment Act, the
Older Workers Benefit Protection Act (“OWBPA”), Title
VII of The Civil Rights Act of 1964, the Americans with
Disabilities Act, the Family and Medical Leave Act of 1993, the
Employee Retirement Income Security Act of 1974, the Kentucky Civil
Rights Act, and any other claims under any federal, state or local
common law, statutory, or regulatory provision, now or hereafter
recognized, and any claims for attorneys’ fees and costs.
This Agreement is effective without regard to the legal nature of
the claims raised and without regard to whether any such claims are
based upon tort, equity, implied or express contract or
discrimination of any sort.
(b) To the fullest extent permitted
by law, and subject to the provisions of Paragraph 10 below,
Executive represents and affirms that (i) Executive has not
filed or caused to be filed on Executive’s behalf any claim
for relief against the Company or any Releasee and, to the best of
Executive’s knowledge and belief, no outstanding claims for
relief have been filed or asserted against the Company or any
Releasee on Executive’s behalf; (ii) Executive has not
reported any improper, unethical or illegal conduct or activities
to any supervisor, manager, department head, human resources
representative, agent or other representative of the Company, to
any member of the Company’s legal or compliance departments,
or to the ethics hotline, and has no knowledge of any such
improper, unethical or illegal conduct or activities; and
(iii) Executive will not file, commence, prosecute or
participate in any judicial or arbitral action or proceeding
against the Company or any Releasee based upon or arising out of
any act, omission, transaction, occurrence, contract, claim or
event existing or occurring on or before the date of this
Agreement.
- 1 -
(c) Nothing in the Agreement will be
deemed to release the Company from (i) claims solely to
enforce this Agreement, (ii) claims for indemnification under
the Company’s By-Laws, or (iii) claims for payment or
reimbursement pursuant to any employee benefit plan, policy or
arrangement of the Company.
2. In consideration of the
Company’s agreements as set forth in Paragraph 5 herein,
Executive agrees to be bound by the terms of Sections 8 and 9 of
the Employment Agreement.
3. Executive agrees and recognizes
that Executive has permanently and irrevocably severed
Executive’s employment relationship with the Company, that
Executive shall not seek employment with the Company or any
affiliated entity at any time in the future, and that the Company
has no obligation to employ Executive in the future.
4. Executive further agrees that
Executive will not disparage or subvert the Company, or make any
statement reflecting negatively on the Company, its affiliated
corporations or entities, or any of their officers, directors,
employees, agents or representatives, including, but not limited
to, any matters relating to the operation or management of the
Company, Executive’s employment and the termination of
Executive’s employment, irrespective of the truthfulness or
falsity of such statement. The Company agrees that none of its
officers, directors, employees, agents or representatives will
disparage or subvert the Executive, or make any statement
reflecting negatively on the Executive, including, but not limited
to, any matters relating to the Executive’s performance or
the termination of Executive’s employment, irrespective of
the truthfulness or falsity of such statement.
5. In consideration for
Executive’s agreement as set forth herein, the Company shall
provide the following:
(a) Continued payment of
Executive’s current monthly base salary of Twenty-One
Thousand Six Hundred Twenty-Three Dollars and Thirty-Three Cents
($21,623.33) for twenty-four (24) months after the Date of
Termination, with said continued payments being made pursuant to
the Company’s periodic regular payroll dates.
(b) Pursuant to
Section 5(a)(1)(iii) of the Employment Agreement, a management
incentive bonus in an amount not to exceed 80% of Executive’s
current base salary (as in effect on the Date of Termination), to
be paid on the first business day at the conclusion of the
twenty-four (24)&n
