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Exhibit
99.1
Separation
Agreement
and
General Release of All
Claims
| 1. |
The intent of this Separation Agreement and Release is to
mutually, amicably and finally resolve any issues that may relate
to Bradley P. Johnson’s (herein called
“Executive”) employment with Central Garden &
Pet Company and any of its subsidiaries and related entities
(herein the “Company”) and the conclusion
thereof. |
| 2. |
The parties recognize that they entered into an employment
agreement dated September 30, 2005 with an employment start
date of November 7, 2005 (“Employment Agreement”).
This Separation Agreement and Release replaces and supersedes this
Employment Agreement except as provided herein. |
| 3. |
Executive shall resign as President Garden Group and any and
all other positions he may hold with the Company effective
October 26, 2007. Executive shall have no authority to enter
agreements or otherwise bind the Company after October 26,
2007. |
| 4. |
In any public communication regarding the reason for
Executive’s departure, the Company will state that Executive
left for family and personal reasons. |
| 5. |
Effective October 26, 2007 Executive shall resign from any
and all boards of directors of Company owned or controlled business
entities. |
| 6. |
Executive shall remain an employee of the Company as an
internal consultant through December 31, 2008.
Executive’s termination date for all purposes, except as
otherwise provided herein, will be December 31, 2008
(“Termination Date”). However, Executive shall not be
precluded from employment with another employer subsequent to
October 26, 2007. |
| 7. |
Following October 26, 2007, Executive shall continue to
receive his current annual base salary of $465,000 ($17,884.62
biweekly) through December 31, 2007 consistent with the
Company’s normal payroll practices. All appropriate taxes
will be withheld. |
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| Brad
Johnson Separation Agreement |
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1 |
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Initial
Executive BJ
Company WEB
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| 8. |
Following October 26, 2007, Executive’s Company
provided benefits shall continue through the Termination Date
except as follows: |
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(a) |
Effective October 26, 2007 Executive shall cease earning
vacation and all vesting on stock options and restricted stock
issued to Executive under the Company’s omnibus equity
incentive plan shall terminate; |
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(b) |
Effective January 1, 2008 Executive’s auto allowance
and monthly mortgage differential payments shall
terminate. |
| 9. |
On the last Company pay day in 2007 the Company will pay
Executive (a) $332,998.03 in a lump sum; and (b) all
accrued but unused vacation through October 26, 2007, which
consists of 22 days ($39,346.16). All appropriate taxes will be
withheld. |
| 10. |
Between January 1, 2008 and December 31, 2008 the
Company will pay Executive a salary of $2000.00 per month
consistent with the Company’s normal payroll practices. All
appropriate taxes will be withheld. |
| 11. |
The Company agrees to reimburse Executive for all unpaid travel
and business expenses that he incurred on or before
October 26, 2007 upon presentation of receipts that comply
with the Company’s expense reimbursement policy. |
| 12. |
All deferred compensation owed to Executive by the Company will
be paid consistent with The Central Garden & Pet Deferred
Compensation Plan dated December 14, 2005. |
| 13. |
Executive acknowledges and agrees that no awards granted to
Executive under the Company’s equity incentive plans vested
prior to October 26, 2007 and that no vesting will occur or be
permitted after October 26, 2007. Accordingly, Executive shall
not be entitled to any stock, options or other benefit of any kind
under any of such plans. |
| 14. |
No other monies or benefits except those specifically
referenced herein are owed or will be paid to Executive by the
Company.$1,000 |
| 15. |
Executive acknowledges that he is being provided with certain
benefits in this Agreement to which he would not have been entitled
under the terms of his prior Employment Agreement and that those
benefits are provided by the Company as consideration for his
signing this Agreement. |
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| Brad
Johnson Separation Agreement |
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2 |
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Initial
Executive BJ
Company WEB
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| 16. |
The Company may terminate its payments to Executive under this
Agreement if he fails to comply with any of his obligations under
this Agreement or the continuing provisions of his Employment
Agreement. The Company may terminate its payments under this
Agreement only after the Company has provided Executive written
notice of the violation and allows Executive twenty-one
(21) days from the date of the notice to comply with his
obligations hereunder. If a dispute arises between the Company and
Executive regarding whether there has been a violation or whether
the alleged violation has been cured, the parties shall submit the
matter to arbitration as provided in paragraph 30 below. In the
event of arbitration pursuant to this paragraph, Company shall make
all payments otherwise due to Executive under this Agreement into a
segregated interest bearing bank account until such time as the
arbitrator has determined in a final arbitration award whether
Executive has failed to comply with any of his obligations under
this Agreement or the continuing provisions of his Employment
Agreement. |
| 17. |
In consideration for the terms described above, Executive, his
successors and assigns, completely release the Company and all its
agents, employees, successors, shareholders, directors and assigns,
from all claims, rights, demands, actions, obligations, and causes
of action of every kind, known or unknown, which Executive may now
have, or has ever had, arising from or in any way connected with
the employment relationship between the parties, any actions during
the relationship, or the termination thereof, including but not
limited to all “wrongful discharge” claims; all claims
relating to any contracts, express or implied, including the
employment agreement dated September 30 2005; any covenant of
good faith and fair dealing, express or implied; any breach of
fiduciary responsibility; any tort of any nature; any federal,
state, or municipal statute or ordinance; any claims under the
Sarbanes - Oxley Act, the California Fair Employment and Housing
Act, Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, 42 U.S.C.
Section 1981, the Americans With Disabilities Act and any
other laws and regulations relating to discrimination and any and
all claims for attorney’s fees and costs, excluding only
claims that cannot be released as a matter of law. |
| 18. |
In consideration for the release and terms described above, the
Company completely releases Executive and all his successors and
assigns, from all claims, rights, demands, actions, obligations,
and causes of action of every kind, known or unknown, which the
Company may now have, or has ever had, arising from or in any way
connected with the employment relationship between the parties, any
actions during the relationship, or the termination thereof
excluding only acts or omissions in v |
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