SENIOR EXECUTIVE
TERMINATION BENEFITS AGREEMENT
AGREEMENT, dated as of
____________ ___, 20__, by and between Darling International
Inc., a Delaware corporation (the “ Company
”), and _____________ (the “ Executive
”).
W I T N E S S E T H:
WHEREAS, the Executive has
made and, if he continues to be employed by the Company, will
continue to make valuable contributions to the productivity
and profitability of the Company; and
WHEREAS, the Company
considers that providing severance benefits will operate as
an incentive for the Executive to remain employed by the
Company;
NOW, THEREFORE, to induce
the Executive to remain employed by the Company, and to
acknowledge the “At Will” status of the
Executive’s employment by the Company, and for other
good and valuable consideration, the Company and the
Executive agree as follows:
1.
Circumstances Triggering Receipt of Severance
Benefits .
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Subject
to the Executive’s execution of a general release (on the
Company’s standard form) in favor of the Company pursuant to
which the Executive waives, effective as of the Termination Date
(as hereinafter defined), any and all claims, known or unknown,
relating to the Executive’s employment by the Company or the
termination thereof, the Company shall provide the Executive with
the benefits set forth in Section 3 upon any termination of the
Executive’s employment for any reason except the
following:
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(a)
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Termination by reason of the Executive’s “voluntary
termination.” For the purposes of this Agreement, “
voluntary termination ” shall mean the voluntary
resignation by the Executive of his employment with the
Company;
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(b)
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“Termination with Cause.” For the purposes hereof,
“ Cause ” shall mean termination of employment
of the Executive by the Company following (1) failure of the
Executive to render services to the Company in accordance with the
reasonable directions of the Company’s Chief Executive
Officer or Board of Directors, which failure shall continue after
written notice from the Company, (2) the commission by the
Executive of an act of fraud or dishonesty or of an act which he
knew to be in material violation of his duties to the Company
(including the unauthorized disclosure of confidential information)
or (3) following a felony conviction of the Executive;
or
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(c)
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Termination upon the Executive’s normal
retirement. For the purposes of this Agreement,
“normal retirement” shall mean the termination of
employment of the Executive by the Company or the Executive in
accordance with the Company’s retirement policy (including
early retirement, if included in such policy and elected by the
Executive in writing) generally applicable to its senior executive
employees, or in accordance with any other retirement agreement
entered into by and between the Executive and the
Company.
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For
the purpose of this Agreement, the placement of the Executive on
permanent or long-term disability status as defined by the
Company’s long-term disability policy covering the Executive
and the death of the Executive shall not be deemed a termination
and shall not qualify the Executive for the benefits set forth in
this Agreement.
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2.
No Entitlement of Employment and Acknowledgment of
“At Will” Status
.
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This
Agreement shall not be construed as and does not constitute a
promise or guaranty of continued employment. In consideration of
this Agreement, the Executive acknowledges and agrees that his
employment with the Company is “At Will”. The Executive
understands that his employment with the Company is not for a
specified term and is at the mutual consent of the Executive and
the Company and, therefore, the Company can terminate the
employment relationship at will, with or without Cause.
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3.
Termination Benefits
.
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Subject
to the conditions set forth in Section 1, and subject to the
mitigation provisions contained in Section 5, the following
benefits (subject to any changes in benefit programs that may occur
in the future and any applicable payroll or other taxes required to
be withheld) shall be provided to the Executive:
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(a)
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Compensation. Commencing on the Termination Date (as defined
below), the Executive shall be paid periodically, according to his
unit’s wage practices, the amount of his periodic base salary
until he has been paid one (1) times his annual base salary
(“ Termination Pay Amount ”) at the rate in
effect on the date of the termination of his employment with the
Company (the “ Termination Date
”). Each such periodic termination payment is
hereby designated a separate payment for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended (the “
Code ”).
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(b)
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Vacation Pay. Any accrued vacation pay due but not yet taken at
the Termination Date shall be paid to the Executive on the
Termination Date.
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(c)
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Welfare Benefits, etc. The Executive’s participation
(including dependent coverage) in any life, disability, health and
dental plans, and any other similar fringe benefits of the Company
(except business accident insurance and continued contributions to
qualified retirement plans) in effect immediately prior to the
Termination Date shall be continued, or equivalent benefits
provided by the Company, for a period of one year from the
Termination Date to the extent allowed under the policies or
agreements pursuant to which the Company obtains and provides such
benefits.
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(d)
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Bonus and Retirement Benefits . The Executive shall
not be entitled to any bonus under the Company’s executive
bonus plan for the year in which his termination occurs. The
Agreement shall not affect the Executive’s entitlement to
benefits under the Company’s retirement plan accrued as of
his termination.
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(e)
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Executive Outplacement Counselin
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