|
Exhibit 99.1
CONFIDENTIAL SEPARATION AGREEMENT
This Separation Agreement dated as of January 26, 2005 is
entered into
Between Dr. Jeffrey A. Graves, ("Executive") and KEMET
Corporation, a
Delawarecorporation ("KEMET" or the "Company").
WHEREAS, Executive was the Chief Executive Officer and a
Director of the
Company;
WHEREAS, Executive has resigned from the Company as Chief
Executive
Officer and Director, effective January 26, 2005;
WHEREAS, Executive and the Company have agreed on certain
payments to be
made to Executive and for Executive to enter into certain
agreements with the
Company, all as more fully set forth below.
NOW THEREFORE, in consideration of the foregoing and the
representations,
warranties, covenants and agreements contained herein, the
parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Resignation Chief Executive Officer and Director. Effective
January
26, 2005, Executive has resigned his positions as Chief
Executive Officer and
Director of the Company.
2. Severance Payments. In consideration of Executive's agreement
not to
compete with the Company contained in Section 8 and as
separation pay, the
Company agrees to pay Executive, on its regularly scheduled
paydays, an amount
of $35,416.67 per month (the "Severance Payments"), with such
payments ending
on the earlier of (x) January 31, 2006, the 12th such payment,
(y) the date as
of which Executive begins employment, in any capacity, with
another Person and
(z) the date that Executive breaches any provision of this
Separation Agreement.
Executive shall not be entitled to any payments in respect of
any bonus under
the Company's Executive Bonus Plan for any period, or under any
other policy of
the Company relating to the ending or termination of employment
with the
Company. For purposes of this Separation Agreement, "Person"
will be broadly
defined to include any individual, corporation, limited
liability company,
partnership, limited liability partnership, joint venture,
association, joint-
stock company, trust, unincorporated organization or government,
or any agency
or political subdivision thereof.
3. Non-Disclosure of Confidential Information. Executive
promises and
represents that he has not disclosed or used any Confidential
Information while
he was employed by KEMET Corporation (except to the extent he
was required to
disclose or use such Confidential Information in the performance
of his assigned
duties for the Company). Executive further promises and
represents that after
his employment at KEMET Corporation, Executive will not disclose
or use any
Confidential Information for any purpose whatsoever. Executive
will continue
to use his best efforts to safeguard the Confidential
Information and protect it
against disclosure, misuse, espionage, loss or theft.
(a) "Confidential Information." shall mean all information
(whether or
not specifically labeled or identified as "confidential"), in
any form or
medium, that is or was disclosed to, or developed or learned by,
Executive and
that relates to the business, products, services, research or
development of
KEMET Corporation and its Subsidiaries, or their respective
suppliers, distri-
Butors or customers. "Subsidiary" means any corporation of which
the Company
Owns securities having a majority of the ordinary voting power
in electing the
Board of directors directly or through one or more subsidiaries.
Confidential
Information shall include the following:
(i) internal business information (including information
relating
to strategic and staffing plans and practices, business,
training, marketing,
promotional and sales plans and practices, cost, rate and
pricing structures
and accounting and business methods);
(ii) identities of, individual requirements of, specific
contractual
arrangements with, and information about, the Company's or
its
Subsidiaries' suppliers, distributors and customers and their
confidential
information;
(iii) compilations of data and analyses, techniques,
systems,
formulae, research, records, reports, manuals, documentation,
models, data
and data bases relating thereto; and
(iv) trade secrets, ideas, inventions, designs,
developments,
devices, methods and processes (whether or not patented,
patentable or
reduced to practice).
(b) Confidential Information shall not include information
that
Executive can clearly demonstrate has been published in a form
generally
Available to the public prior to the date upon which Executive
proposes to
disclose such information. Information shall not be deemed to
have been
published merely because individual portions of the information
have been
separately published, but only if all the material features
comprising such
information have been published in combination.
4. Company Ownership of Intellectual Property. Executive hereby
assigns
to the Company all right, title, and interest in and to any
Intellectual
Property conceived, contributed to or made by Executive at any
time during his
Employ ment with the Company (whether alone or jointly with
others) to the
extent such Intellectual Property is not owned by the Company as
a matter of
law. Executive agrees that he shall promptly and fully
communicate to the Com-
pany all such Intellectual Property and shall cooperate with the
Company to
protect the Company's interests in such Intellectual Property.
This cooper-
ation shall include providing assistance to the Company in
securing patent
protection and copyright registrations and signing all documents
reasonably
requested by the Company, even if such request occurs after
termination of his
employment with the Company. "Intellectual Property" shall mean
patent
applications, copyrightable works, mask works, and applications
for
registration related thereto, all Confidential Information, and
all other
intellectual property rights created, conceived or owned by, the
Company.
5. Return of Materials. Executive acknowledges and represents
that
as of the date of the cessation of his employment with the
Company, Executive
has returned to the Company all copies of Confidential
Information in his
possession or control, including all laptop computers, computer
drives (in-
ternal and external), computer disks, written records, manuals,
lab notebooks,
computer printouts, customer and supplier lists, and all other
materials
containing any Confidential Information.
6. Assignment of Intellectual Property. Executive hereby
acknowledges and agrees that any Intellectual Property
contributed to, or
conceived or made by, Executive (whether alone or jointly with
others) within
twelve months after his employment with the Company ends may
have been
conceived or made in significant part during, or as a result of,
Executive's
employment with the Company. Accordingly, Executive agrees that
such
Intellectual Property will be presumed to have been conceived or
made during
the period of his employment with the Company, unless and until
he establishes
the contrary, and he hereby assigns such Intellectual Property
to the Company.
7. Release by Executive. Executive (for himself, his heirs,
assigns
and executors) releases and forever discharges the Company, all
of its
affiliates, and its and their respective directors, officers,
agents, ad-
visors and employees from any and all claims, suits, demands,
causes of action,
contracts, covenants, obligations, debts, costs, expenses,
attorneys' fees,
liabilities of whatever kind or nature in law or in equity, by
statute or
otherwise, whether now known or unknown, vested or contingent,
suspected or
unsuspected, and whether or not concealed or hidden, which have
existed or
may have existed, or which do exist, through the date this
Separation
Agreement becomes effective and enforceable, (collectively,
"Claims") of any
kind, which relate in any way to Executive's employment with the
Company or
the termination of that employment, except those Claims arising
out of the
performance of this Separation Agreement and Executive's rights
under the
employee benefit plans of the Company. Such released Claims
include,
without in any way limiting the generality of the foregoing
language, any and
all Claims of employment discrimination under any local, state,
or federal law
or ordinance, including, without limitation, Title VII or the
Civil Rights Act
of 1964, as amended; the Civil Rights Act of 1991; the Americans
with
Disabilities Act of 1990; the Age Discrimination in Employment
Act of 1967,
as amended; or the South Carolina Human Rights Act.
(a) In signing this Separation Agreement, Executive
acknowledges that he intends that it shall be effective as a bar
to each and
every one of the Claims hereinabove mentioned or implied.
Executive
expressly consents that this Separation Agreement shall be given
full force
and effect according to each and all of its express terms and
provisions,
including those relating to unknown and unsuspected Claims
(notwithstanding any state statute that expressly limits the
effectiveness of a
general release
| 
