|
Exhibit 10.1
TERMINATION AGREEMENT
TERMINATION
AGREEMENT (this “ Termination
Agreement
”), dated as of May 30, 2008 by and between Tekni-Plex,
Inc., a Delaware corporation (the “ Employer ”),
having its principal offices at 201 Industrial Parkway,
Somerville, NJ 08876, and F. Patrick Smith, an individual (the
“ Executive
”), residing at 8601 Riviera Court, Tour 18, Flower
Mound, TX 75022.
W I T N E S S E T H:
WHEREAS,
the Employer and the Executive are party to the Second Amended
and Restated Employment agreement dated May 13, 2005 (as
extended, amended, or supplemented prior to the date hereof,
the “ Employment
Agreement ”);
WHEREAS,
the Employer entered into a Restructuring Agreement dated as
of April 11, 2008 among the Employer, its domestic
subsidiaries and the other parties signatory thereto (the
“ Restructuring
Agreement ”);
WHEREAS,
pursuant to the terms of the Restructuring Agreement, the
Employment Agreement shall hereby be terminated in accordance
with the terms set forth herein;
NOW
THEREFORE, in consideration of the foregoing and the mutual
covenants contained in this Termination Agreement and in
certain other agreements effectuating the Restructuring (as
defined in the Restructuring Agreement), the Employer and the
Executive, intending to be legally bound, hereby agree as
follows:
ARTICLE
1
Termination of Employment Agreement
Section
1.01
. Termination of Employment
Agreement. In accordance with Section 15 of the
Employment Agreement, upon the terms and subject to the conditions
contained herein, the Employer and the Executive hereby agree that
this Termination Agreement terminates the Employment Agreement in
its entirety (including, without limitation, Section 10 thereof,
except as expressly provided herein) effective as of the date
hereof and the Employment Agreement will be of no further force or
effect.
Section
1.02 .
Non-Solicitation
of Employees; Confidentiality . The Executive
hereby agrees that for a period of one year following the date
hereof (or to such lesser extent and for such lesser period as may
be deemed enforceable by a court of competent jurisdiction, it
being the intention of the parties that this
provision
shall be so enforced), the Executive shall not directly or
indirectly induce or attempt to influence any employee of the
Employer to terminate his or her employment with the
Employer. In addition, the Executive agrees that the
Executive shall not (a) at any time directly or indirectly disclose
to any person, firm or corporation any trade, technical or
technological secrets or (b) for a period of one year following the
date hereof disclose any details of organization or business
affairs, or any names of past, present or future
(“future” as used herein, shall mean at or prior to the
time of termination of employment) customers of the
Employer. For purposes of this Section 1.02, the term
“Employer” shall be deemed to include Employer and all
of its subsidiary corporations.
ARTICLE
2
Accrued Benefits and Expenses
Section 2.01 .
Payment of
Accrued Benefits and Expenses . In connection
with the termination of the Employment Agreement, the Employer
agrees to pay or reimburse Executive for ordinary course
benef
|
