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 re
