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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)
Article II (Resignation from
Employment/Release)
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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:
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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:
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(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 co
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