EXHIBIT 10(a)
SEVERANCE AGREEMENT AND GENERAL RELEASE
This Severance Agreement and General
Release (“Agreement”) is entered into by and between
Mark A. Sarvary (“Employee”) and Campbell Soup Company
(“the Company”).
WHEREAS, the Company has decided to
sever its employment relationship with Employee effective
November 2, 2007 (“Termination Date”); and
WHEREAS, in consideration of
Employee’s signing this Agreement and releasing the Company
from any and all claims which employee might have against it, the
Company will, upon the termination of Employee’s employment,
provide Employee with the severance pay and benefits set forth
below;
NOW, THEREFORE, in exchange for the
promises, payments and benefits described in this Agreement, the
parties execute this Agreement in favor of and for the benefit of
the other as follows:
1. Severance . The
Company agrees to continue Employee’s current base salary, in
Periodic Payments (less required payroll taxes and other
withholdings and deductions), for a 24-month period
(“Severance Period”), beginning subsequent to
Employee’s Termination Date, provided that Employee does not
during the Severance Period accept employment or a consulting
assignment, directly or indirectly, with or for a Competitor of the
Company, as that term is defined in this paragraph. If Employee
accepts employment or a consulting assignment with or for a
Competitor, directly or indirectly, or otherwise engages in
competition with the Company, in any manner, all payments and
benefits otherwise provided under this Agreement will cease. For
the purpose of this Agreement, a Competitor of the Company is
defined to mean any person, business, firm, corporation or other
enterprise engaged in, or about to become engaged in, the
production, marketing or selling of any product or service which
resembles or competes with a product or service produced, marketed
or sold by the Company (or to Employee’s knowledge was under
development by the Company), or any of the Company’s parent,
subsidiary, or affiliated entities.
(a) Periodic
Payments shall be made at such time as Employee would have received
regular salary payments had Employee continued to be employed by
the Company at an annual base salary rate of $635,000
(“Periodic Payments”), except that, depending on when
Employee returns the signed Agreement to the Company, it may take
an additional payroll cycle for Periodic Payments to commence.
Further, in no case shall Periodic Payments commence unless and
until the expiration of the Revocation Period, as described in
Paragraph 14 below, after Employee signs and returns this
Agreement to the Company. Employee’s coverage will be
continued under the Company’s group life and group medical
insurance plans during the time period that Employee receives
Periodic Payments under this Agreement (provided Employee makes
required contributions); all other benefits coverage shall cease.
If Employee obtains employment while Periodic Payments are being
made, Employee hereby agrees to so notify the Company in writing,
and the Company benefits coverage will cease at the time that
Employee becomes eligible for benefits coverage from a new
employer. Any Periodic Payments that the Company can not make in
the first six months of the Severance Period because of the
limitations of Internal Revenue Code section 409A, will be made
shortly after the end of the first six months.
(b) The
amount of severance paid to Employee will count toward accrual of
benefits and vesting under the Campbell Soup Company Mid-Career
Hire Pension Plan and the Campbell Soup
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Company
Retirement and Pension Plan for Salaried Employees and vesting
under the Campbell Soup Company Savings Plus Plan for Salaried
Employees.
(c) The
Company agrees that, in the event of Employee’s death, all
remaining severance pay due under this Agreement will be paid to
Employee’s estate.
2. Release.
(a) Employee
hereby forever releases and discharges the Company and its parent,
subsidiary and affiliated entities, and each of their past, present
and future officers, directors, shareholders, agents, employees and
insurers, and their successors and assigns
(“Releasees”), from any and all complaints, charges,
claims, liabilities, demands, debts, accounts, obligations,
promises, suits, actions, causes of action, and demands in law or
equity, including claims for damages, attorney fees or costs,
whether known or unknown, which Employee now has or claims to have,
or which Employee at any time may have had or claimed to have, or
which Employee at any time hereafter may have, or claim to have,
arising at any time in the past to and including the date of this
Agreement, including, but without limiting the generality of the
foregoing, any matters relating in any way to Employee’s
employment relationship or the cessation of that employment
relationship with the Company.
(b) The
claims, rights and obligations that Employee is releasing herein
include, but are not limited to: (i) those for wrongful
discharge, breach of contract, breach of implied contract, breach
of implied covenant of good faith and fair dealing, and any other
common law or statutory claims now or hereafter recognized; and
(ii) those for discrimination (including but not limited to
claims for discrimination, harassment or retaliation on account of
sex, age, handicap, medical condition or disability, national
origin, race, color, religion, sexual orientation, or veteran
status) which Employee might have or might have had under the
federal Age Discrimination in Employment Act, Title VII of the
Civil Rights Act, and any other federal, state or local laws
prohibiting discrimination, harassment or retaliation in
employment. BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES TO GIVE
UP OR WAIVE ANY RIGHTS OR CLAIMS WHICH EMPLOYEE MAY HAVE UNDER THE
AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, 29 U.S.C.
§621 et . seq ., OR
ANY OTHER STATUTE OR OTHER LAW, WHICH IS BASED ON ACTIONS OF
RELEASEES WHICH OCCURRED UP THROUGH THE DATE THAT EMPLOYEE SIGNS
THIS AGREEMENT.
(c) Employee
further acknowledges and agrees that this Agreement shall operate
as a complete bar to recovery in any and all litigation, charges,
complaints, grievances or demands of any kind whatsoever now
pending or now contemplated by Employee, or which might at any time
be filed by Employee, including, but without limiting the
generality of the foregoing, any and all matters arising out of or
in any manner whatsoever connected with the matters set forth in
Paragraph 2(a) above. Each and all of the said claims are hereby
fully and finally settled, compromised and released.
(d) Employee
further acknowledges and agrees that neither Employee, nor any
person, organization, or other entity on Employee’s behalf,
will file, claim, sue or cause or permit to be filed or claimed, or
join in any claims, as an individual or as a class member, any
action for legal or equitable relief (including damages and
injunctive, declaratory, monetary or other relief), involving any
matter or related in any way to Employee’s employment
relationship or the cessation of Employee’s employment
relationship with the Company, or involving any continuing effects
of any acts or practices that may have arisen or occurred during
Employee’s employment relationship with the Company.
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(e) Nothing
in this Paragraph 2 is intended to operate as a release,
waiver or forfeiture of Employee’s rights, and the
Company’s obligations, under
(i) any
of the Company’s employee benefit plans in which Employee has
been a participant, including, but not limited to, the Campbell
Soup Company Mid-Career Hire Pension Plan, Campbell Soup Company
Retirement and Pension Plan for Salaried Employees and the Campbell
Soup Company Savings Plus Plan for Salaried Employees;
(ii) any
health and welfare benefits to which Employee may in the future be
entitled under COBRA or comparable federal or state law or
regulation; or
(iii) any
state workers’ compensation act or statute.
Subject
to the terms of Paragraph 1(a) of this Agreement, upon the
termination of Employee’s employment with the Company,
Employee’s rights under the applicable employee benefit plans
of the Company will be determined in accordance with the terms of
those plans. Employee acknowledges that awards of additional
compensation under the Campbell Soup Company Annual Incentive Plan
are subject to the sole discretion of the Compensation and
Organization Committee of the Company’s Board of
Directors.
3. Inquiries.
(a) In
the event that inquiries are made by prospective employers
concerning Employee’s employment with the Company, Employee
and the Company agree to use their best efforts to refer those
inquiries to the Company’s Human Resources Department.
(b) Employee
will not take any action or make any statement, whether orally or
in writing, which, in any manner, disparages or impugns the
reputation or goodwill of the Company, its Directors or officers,
or other Releasees.
4. Successors and
Assigns . This Agreement shall bind the Company and Employee,
and also all of their respective family members, heirs,
administrators, representatives, successors, assigns, officers,
directors, agents, employees, shareholders, affiliates,
predecessors, and also all other persons, firms, corporations,
associations, partnerships and entities in privity with or related
to or affiliated with any such person, firm, corporation,
association, partnership or entity.
5. Effect of Agreement .
Employee acknowledges and agrees that this Agreement is not and
shall not be construed as an admission of violation of any federal,
state or local statute, ordinance or regulation, or of any duty or
obligation the Company owes or owed to Employee, and that
Employee’s execution of this Agreement is a voluntary act to
provide an amicable conclusion to Employee’s employment
relationship with the Company.
6. Confidentiality of
Agreement . Employee expressly agrees that the terms and
conditions of this Agreement will not be disclosed to any
individual, entity or organization not a party to this Agreement,
other than Employee’s immediate family, legal counsel or tax
advisors, unless such disclosure shall be required by law (or shall
be necessary or desirable in connection with the defense of any
lawsuit). Notwithstanding the foregoing, Employee may explain such
non-disclosure by referring to this confidentiality
obligation.
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7. Confidentiality of
Proprietary Information . Employee acknowledges and agrees that
in the course of employment with the Company, Employee has acquired
confidential or proprietary information relating to the business of
the Company and/or its affiliates. Employee expressly agrees that
Employee will keep secret and safeguard all such information, and
will not, at any time, in any form or manner, directly or
indirectly, divulge, disclose or communicate to any person, firm,
corporation or other entity any such information without the direct
written authority of the Company. This Agreement incorporates by
reference all of the provisions of any of the following agreements
which Employee may have signed previously: Patent-Trade Secret
Agreement, Employee Agreement, Non-Competition Agreement, Employee
Agreement Relating To Confidential and Proprietary Information,
Confidential and Proprietary Information Agreement and/or any other
agreement which by its terms prohibits Employee’s employment
or involvement with certain companies or activities after the
termination of Employee’s employment with the Company. The
parties hereby stipulate that, as between them, the foregoing
matters are material and confidential, and gravely affect the
effective and successful conduct of the business of the Company and
its goodwill, and that the Company is entitled to an injunction by
any competent court to enjoin and restrain the unauthorized
disclosure of such information.
8. Return of Company
Property.
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