Exhibit 99.1
Termination-Release
Agreement
Between
MacDermid
Incorporated
of
245 Freight Street
Waterbury, CT.
and
Stephen Largan
of
Cherry Hills Village, CO
80113
This agreement, made and entered
into as of December 22, 2006 is for the purpose of providing a
binding agreement and understanding by and between MacDermid
Incorporated (hereinafter MacDermid) and Stephen Largan
(hereinafter “Former Employee”).
Witnesseth that:
Whereas; Former Employee’s
employment with MacDermid, has terminated;
Whereas both parties hereto desire
to make the proposed transition as amiable and trouble-free as
possible;
Now, therefore, in consideration of
the premises and mutual covenants of the parties, it is agreed as
follows:
Article I
(Definitions)
a.
Affiliate or MacDermid Affiliate
shall refer to any organization in which MacDermid now or later
holds at least a 50% ownership share and any qualified or
unqualified benefit plans that are related to MacDermid or
subsidiaries of MacDermid.
Article II (Resignation from
Employment/Release)
a.
Former Employee’s employment
with MacDermid terminated as of December 31, 2006.
b.
Former Employee hereby releases,
remises and forever discharges MacDermid and all of its respective
parent corporations, subsidiaries, Affiliates, predecessors and
successors in interest, agents, employees, owners, partners,
officers, directors, members and shareholders from any and all
suits, claims, costs, demands, attorney’s fees, damages, back
pay, front pay, interest, special damages, general damages,
worker’s compensation
claims, punitive damages,
liabilities, actions, administrative proceedings, expenses,
accidents, injuries and any other cause of action in law or equity
that Former Employee has or may have or might in any manner acquire
which arise out of, relate to, or is in connection with his/her
employment with, relationship with or business dealings with
MacDermid or any MacDermid Affiliates or employees thereof, or the
termination of that employment, relationship or dealings, or any
other act, occurrence or omission, known or unknown, which occurred
or failed to occur on or before the date this Agreement is
executed. IT IS UNDERSTOOD AND AGREED THAT THIS IS A FULL
AND FINAL RELEASE OF ALL CLAIMS OF EVERY NATURE AND KIND WHATSOEVER
AND RELEASES CLAIMS THAT ARE KNOWN AND UNKNOWN. Former
Employee agrees that the foregoing release, releases and discharges
any benefit the Former Employee may have has under the MacDermid
Supplemental Executive Retirement Plan.
Former Employee expressly waives
protection of any legal provision, law, statute or regulation,
which provides generally: A general release does not extend
to claims which the releasor does not know or suspect to exist in
his/her favor at the time of executing a release, which if known by
him/her would have materially affected the settlement.
This release includes, without
limitation, a release for any claim of discrimination specifically
including, without limitation, discrimination based upon age,
gender, race, national origin, religion and disability
. Former Employee further
acknowledges that the execution of this Agreement reflects Former
Employee’s individual analysis and determination that the
execution of this Agreement is in his/her best interest.
Former Employee agrees that neither
he/she nor anyone acting on his/her behalf or through him/her will
file a lawsuit or other action asserting any claims that are
released in this Agreement.
MacDermid confirms that it is not
currently aware of any cause of action that exists against the
Former Employee. MacDermid is not currently aware of any
inventions created by Former Employee. This release will not
release any obligation that MacDermid has to indemnify the Former
Employee pursuant to the terms of the by-laws of MacDermid as of
the date hereof or under applicable Connecticut law. The Former
Employee shall be treated in the same fashion as a current officer
of MacDermid for purposes of determining the availability of
indemnification for actions or inactions while Former Employee was
an officer.
Former Employee hereby confirms and
warrants that he is not aware of any wrong-doing by MacDermid or
its employees.
Article III
(Payments)
As consideration for the agreements
and covenants made herein, the releases given, the actions taken or
contemplated to be taken, or to be refrained from, the parties
agree to the following:
2
a.
Former Employee shall be paid a
severance payment of $1,340,000.00, less applicable
taxes.
The payment above will be made to
Former Employee within 8 days of MacDermid’s receipt of this
Agreement properly executed. Such payments shall be less
appropriate taxes and withholdings.
b.
If MacDermid undergoes a Change of
Control (as defined below) within six (6) months (time of the
essence) after the date hereof or as a result of the merger
agreement signed on December 15, 2006 or any modified or successor
merger agreement between MacDermid and Dan Leever, MacDermid will
make a supplemental payment to the Former Employee of $549,000.00,
less applicable taxes. The foregoing supplemental payment, if
required, will be made within 15 days after the Change of Control
transaction closing.
As used herein Change of Control
means:
(i)
acquisition by any person or group,
except for an employee benefit plan sponsored by MacDermid, of
beneficial ownership of 50% or more of the Company’s voting
securities; or
(ii)
sale of all or substantially all of
the assets of MacDermid.
c.
Former Employee will earn PTO time
through their final day of employment, as per our PTO policy.
PTO will be paid promptly after signing. The amount for any
PTO is included in the severance payment noted in (a)
above.
d.
Former Employee may continue medical
and dental benefits up to 18 consecutive months f
