CONSULTING AND SEPARATION
AGREEMENT
THIS
CONSULTING AND SEPARATION AGREEMENT (this “
Agreement ”) is made and entered into as of the 13th
day of October 2006, between JULIET M. REISING , a
resident of the State of Georgia (“ Executive
”), and VERSO TECHNOLOGIES, INC. , a Minnesota
corporation (the “ Company ”).
WHEREAS,
Executive has heretofore served as the Company’s Executive
Vice President and Chief Financial Officer, and Executive desires
to resign her positions with the Company in order to pursue other
opportunities; and
WHEREAS
¸ the Company and Executive each desire to enter into this
Agreement to set forth in writing the terms and conditions of
Executive’s resignation of all positions with, and separation
from, the Company, its subsidiaries and affiliates;
NOW,
THEREFORE, in consideration of the premises and of the promises
and agreements hereinafter set forth, the parties hereto, intending
to be legally bound, do hereby agree as follows:
Section 1. Separation; Separation Date . The
Company and Executive separate by mutual agreement, and such
separation shall be deemed to be a termination of Executive’s
employment without cause under and within the meaning of that
certain Amended and Restated Employment Agreement between the
Company and Executive dated as of October 1, 2005 (the “
Employment Agreement ”). In order to effect such
separation, Executive hereby resigns as the Executive Vice
President and Chief Financial Officer of the Company and from all
other positions Executive holds with the Company, its subsidiaries
and affiliates effective as of November 1, 2006 (the “
Effective Date ”).
Section 2. Payments and Benefits . Executive
shall receive the compensation and benefits pursuant to
Section 10.1.1(ii) of the Employment Agreement commencing on
December 1, 2006; provided, however ¸ that if
there shall occur a Change in Control (as that term is defined in
the Employment Agreement) at any time prior to December 31,
2008, then Executive shall receive all remaining compensation due
her pursuant to Section 10.1.1(ii)(2) of the Employment
Agreement in a lump-sum within ten (10) business days of such
Change in Control.
Section 3. Continuation Period and Compensation
. For the period commencing on the Effective Date and
continuing through November 30, 2006 (the “
Employment Continuation Period ”), Executive shall
continue to serve as an employee of the Company and, in such
capacity, shall perform such executive-level services comparable in
scope to those previously performed by Executive for or on behalf
of the Company in order to facilitate the orderly transition of
matters for which Executive has heretofore been responsible. For
the services rendered by Executive during the Employment
Continuation Period, Executive shall continue to receive the same
salary and benefits to which Executive is currently entitled. For
the
period
commencing on December 1, 2006 and continuing through
January 1, 2007 (the “ Consultancy Period
”), Executive shall be available to consult with the Company
and respond to appropriate inquiries on such matters pertaining to
the Company’s business as may, from time to time, be
reasonably requested of Executive by the Company; provided,
however , that such services shall be limited to
executive-level services comparable in scope to those previously
performed by Executive for or on behalf of the Company. In this
regard, Executive shall be available throughout the Consultancy
Period at reasonable times, and upon reasonable notice, to meet, in
person or via telephone, with the Company, for the purposes of
providing such consulting services; provided, however , that
the foregoing shall not be deemed to restrict Executive from
engaging in any part or full-time employment with, or providing
consulting services to, someone other than the Company. In
consideration of such consultancy services and the other matters
herein, the Company shall grant to Executive on or before
December 1, 2006 an aggregate of 66,936 shares of restricted
stock pursuant to the Company’s 1999 Stock Incentive Plan, as
amended, which shares shall vest on January 1,
2007.
Section 4 . Confirmation of Employment;
Non-Disparagement . The Company shall confirm the dates of
Executive’s employment with the Company with any future
potential employer of Executive upon inquiry thereby. The Company
agrees not to take any action or say anything to any person,
including, without limitation, any future potential employer of
Executive, that criticizes or disparages Executive or harms
Executive’s reputation. All requests for confirmation of
Executive’s dates of employment with the Company should be
directed to the Chief Executive Officer of the Company at 400
Galleria Parkway Suite 200, Atlanta, Georgia 30339. Executive
shall not direct potential employers to contact anyone else with
the Company.
Section 5. Executive Non-Disparagement .
Executive agrees not to take any action or say anything to any
person that: (i) criticizes or disparages the Company, any of
its subsidiaries or affiliates or their respective management
teams, boards of directors, or practices, services or products;
(ii) disrupts or impairs the normal, ongoing business
operations of the Company or any of its subsidiaries or affiliates;
or (iii) harms the Company’s reputation with its
employees, customers, lenders, suppliers, investors or the
public.
Section 6. General Release By
Executive .
(a) Executive
hereby acquits, withdraws, retracts and forever discharges any and
all claims, manner of actions, causes of action (in law or in
equity), suits, judgments, debts, liens, contracts, agreements,
promises, liabilities, demands, damages, losses, costs, expenses or
disputes, known or unknown, fixed or contingent, directly or
indirectly, personally or in a representative capacity, at any time
against the Company or any of its agents, attorneys, assigns,
heirs, executors, executives, administrators, committees,
subsidiaries, affiliates, fiduciaries, trustees, beneficiaries,
participants, personal and/or legal representatives and any benefit
plans sponsored by the Company (the “ Company Released
Parties ”) by reason of any act, omission, matter, cause
or thing whatsoever, from the beginning of time to and including
the date of this Agreement, whether based on a constitution,
statute, regulation, agreement or the common law (“
Company General Release ”); provided, however ,
nothing herein shall release the Company Released Parties from the
Company’s obligations under this Agreement or under the
Employment Agreement. This Company General Release includes,
without limitation, all
2
claims, manner
of actions, causes of action (in law or in equity), suits or
requests for attorney’s fees and/or costs under the Executive
Retirement Income Security Act of 1974; Title VII of the Civil
Rights Act of 1964; the Americans with Disabilities Act; the Age
Discrimination in Employment Act of 1967 (the “ ADEA
”); the Older Worker’s Benefits Protection Act (the
“ OWBPA ”); the Rehabilitation Act of 1973;
COBRA; the Occupational Safety and Health Act; the National Labor
Relations Act; 42 U.S.C. §§ 1981 through 1988; any
Federal, state or local law regarding retaliation for protected
activity or interference with protected rights; and any state or
local law, including, without limitation, the Georgia Constitution;
and all claims under Georgia public policy or common law,
including, without limitation, common law claims of outrageous
conduct, intentional or negligent infliction of emotional distress,
negligent hiring, breach of contract, breach of the covenant of
good faith and fair dealing, promissory estoppel, negligence,
wrongful termination of employment, interference with employment
relationship, civil rights, fraud and deceit and all other claims
of any type or nature, including all claims for damages, wages,
compensation, vacation, reinstatement, medical expenses, punitive
damages, and claims for attorneys’ fees. Subject to the
foregoing, Executive and the Company intend that this Company
General Release shall discharge all claims against the Company and
all other Company Released Parties to the full and maximum extent
permitted by law, but not in excess of that permitted by
law.
(b) Except as
necessary to enforce the terms of this Agreement, or as otherwise
permitted by law, Executive covenants and agrees not to sue the
Company or any other Company Released Party concerning any of the
matters covered by this Agreement.
(c) Executive
warrants and represents that Executive has filed no administrative
action against the Company or any other Company Released Party with
any local, state or Federal agency. Executive further warrants and
represents that Executive is not a plaintiff or claimant in any
lawsuit or any other action filed in any jurisdiction against the
Company or any other Company Released Party.
(d) Executive
acknowledges and agrees that, in regard to Executive’s
release and waiver of claims under the ADEA and the OWBPA, as set
forth in Section 6(a), Executive was informed that Executive
does not waive age rights or claims that may arise after the date
this Agreement is executed and that Executive has twenty-one
(21) days after receiving this Agreement within which to
consider this Agreement. If Executive executes this Agreement
before the end of such twenty-one (21)-day period, then Executive
acknowledges that Executive’s decision to do so was knowing,
voluntary and not induced by fraud, misrepresentation or a threat
to withdraw, alter or provide different terms prior to the
expiration of such twenty-one (21)-day period. Executive further
acknowledges that this Agreement is effective and enforceable
against Executive upon Execution’s execution hereof, subject
to
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