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SEVERANCE AGREEMENT AND GENERAL RELEASE

Release Agreement

SEVERANCE AGREEMENT AND GENERAL RELEASE | Document Parties: Campbell Soup Company You are currently viewing:
This Release Agreement involves

Campbell Soup Company

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Title: SEVERANCE AGREEMENT AND GENERAL RELEASE
Date: 12/5/2007
Industry: Food Processing     Law Firm: Wilentz Goldman     Sector: Consumer/Non-Cyclical

SEVERANCE AGREEMENT AND GENERAL RELEASE, Parties: campbell soup company
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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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