SEVERANCE AND RELEASE AGREEMENT
THIS SEVERANCE AND RELEASE AGREEMENT
(“Agreement”) is made and entered into as of
February 26, 2007 (the “Effective Date”) by and
between Jeffrey G. Roberts (“Employee”) and Wright
Medical Technology, Inc. (“Company”).
A. As used herein, the term
“Employee” shall mean Jeffrey G. Roberts,
Employee’s heirs, personal representatives, and
assigns.
B. As used herein, the term
“Company” shall mean Wright Medical Technology, Inc.,
its parent, subsidiaries, affiliates and divisions (including, but
not limited to, Wright Medical Group, Inc.), its and their
respective successors and assigns, and all of the past and present
officers, directors, employees and agents of such entities, in
their individual and representative capacities.
WHEREAS, the Employee and the Company
desire to settle and resolve all matters pertaining to
Employee’s employment with Wright Medical Technology, Inc.
and the termination of that employment;
NOW THEREFORE in consideration of the
promises, agreements, releases and obligations as hereinafter set
forth, it is agreed by the Employee and the Company as
follows:
1. The Employee unconditionally
releases the Company from any and all causes of action and
liability related to the Employee’s hire, employment, and
termination of employment at the Company occurring prior to and up
to the effective date of this Agreement, including, but not limited
to, any and all breach of contract claims, common law tort claims,
claims of discrimination, claims for compensation and benefits
(including claims under the Employee Retirement Income Security Act
of 1974, as amended), as well as any and all claims which the
Employee may have under or in connection with any and all local,
state or federal ordinances, statutes, or common law. The only
exclusion from this release is a claim that some term of this
Agreement has been violated. The Company represents to the Employee
that as of the date of this Agreement, it does not have or know of
any claims or causes of actions which it may have against the
Employee. The Employee shall be entitled to indemnification by the
Company for acts arising in the course of the Employee’s
employment in accordance with and subject to the indemnification
provisions contained in the Certificate of Incorporation and/or
Bylaws of the Company as in effect from time to time.
2. Employee agrees to resign
from the position of Senior Vice President and Chief Technology
Officer and as an officer of the Company’s affiliates or
subsidiaries as and when requested by the Company. The
Employee’s employment with the Company will be terminated at
the close of business on April 5, 2007 (the “Termination
Date”).
3. The Employee certifies that
(a) this Agreement is fully understood by the Employee and is
entirely satisfactory to the Employee, (b) the
Employee’s signing of this Agreement is the Employee’s
own free and informed act and deed, and (c) the Employee has
been given the opportunity to discuss it with counsel of the
Employee’s choosing.
4. The Employee acknowledges
that they are currently able to work in their current position
without limitations, either physical or mental and without any
accommodation for any physical or mental ailment.
5. To the extent permitted by
law, the Employee and the Company agree that each will maintain the
strictest secrecy and will not disclose the terms of this Agreement
to any person or entity, except (a) where such disclosure is
required by law or compelled pursuant to legal process,
(b) for reporting purposes to federal, state, or local
governmental authorities, or (c) in discussions with legal and
financial advisors and the Employee’s immediate family
members. The Employee further agrees not to disclose to any person
any matters relating to the confidential business affairs of the
Company or the confidential business affairs or the personal
affairs of any officer, director or employee of the Company, or to
take any action or make any written or oral statement at any time
which could tend, in the sole discretion of the Company, to
disparage, demean or embarrass the Company, or its subsidiaries,
divisions, officers, directors or employees. The Company shall not
take any action or make any statement to disparage, demean, or
embarrass the Employee. The Company shall confirm the last job
title of Employee and confirm the dates of employment for Employee.
The Company shall provide Employee with a letter of reference which
is attached to this Agreement.
6. With respect to the Employment
Agreement dated as of November 22, 2005 between the Company
and the Employee (collectively, the “Employment
Agreement”), the Employee agrees (a) that the Employee
is not entitled to any compensation or benefits under the
Employment Agreement other than as provided in paragraphs 4, 5, and
6 thereof through the Effective Date; (b) to comply with the
covenants and to perform his obligations in full under the
provisions of paragraphs 9, 10 and 11 of the Employment Agreement;
and (c) that in the event of any breach or threatened breach
by the Employee of any provision of paragraphs 9,
10 and 11 of the Employment Agreement, the Company shall be
entitled to any and all rights and remedies available to the
Company under paragraphs 11(c) and 12 of the Employment Agreement
or otherwise.
7. The Employee hereby delivers
to the Company an executed original of the ADEA Release and
Agreement attached hereto as Exhibit A, which releases the
Company from any and all liabilities under the Age Discrimination
in Employment Act of 1967, as amended.
8. Upon request by the Company,
the Employee agrees to cooperate with the Company during the
Severance Period (as defined here
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