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SEPARATION AGREEMENT

Termination Severance Agreement

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This Termination Severance Agreement involves

ARCHER DANIELS MIDLAND CO | Camp and Archer-Daniels-Midland Company Company | D J Smith, Archer-Daniels-Midland Company | Older Workers

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Title: SEPARATION AGREEMENT
Governing Law: Illinois     Date: 11/30/2007
Industry: FODMFG     Sector: Consumer/Non-Cyclical

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exv10w1
 

EXHIBIT 10.1
AGREEMENT
     THIS AGREEMENT is made and entered into as of the 26th day of November, 2007, by and between Archer-Daniels-Midland Company, a Delaware corporation (the “Company”), and William H. Camp (“Camp”).
W I T N E S S E T H
     WHEREAS, Camp is an employee and officer of the Company; and
     WHEREAS, Camp, and the Company have reached an agreement in regard to Camp ceasing to be an active employee and an officer of the Company as set forth in this Agreement.
     NOW, THEREFORE, in consideration of the premises, the covenants as set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
     1. Camp shall resign as an officer of the Company and retire as an employee effective December 15, 2007. Camp shall be deemed to have taken all earned vacation as of the date of his retirement. Camp acknowledges that he will not be entitled to receive any form of unemployment compensation or benefits.
     2. Camp shall execute a Release of Claims in the form of Exhibit A, attached hereto and by this reference incorporated herein (the “Release”). Camp hereby acknowledges the forty-five (45) day review period provided pursuant to the Older Workers Benefit Protection Act. Camp understands he may revoke this Agreement and the Release in writing addressed to the Company within seven (7) days after the execution of this Agreement and Release in which event this Agreement and Release will be of no force and effect and he will be entitled to no payments or benefits in consideration hereof.
     3. Without the prior written consent of the Company, which consent must be signed by the Chief Executive Officer or an Executive Vice President of the Company, for a period of twelve (12) months commencing on December 16, 2007, Camp shall not own any interest in, except the ownership of stock in a publicly-traded company, take any employment with, or act as a director, consultant, advisor or in any other capacity whatsoever, directly or indirectly, to any person, corporation, partnership, limited liability company, joint venture or any other form of entity, anywhere in the world that is engaged in business that competes with any businesses of the Company that were within Camp’s scope of responsibilities while employed by the Company. Camp acknowledges that, in view of his responsibilities while employed by the Company, the scope of this restrictive covenant is reasonable. Camp further acknowledges that a violation of this restrictive covenant would cause irreparable damage to the Company and that in the event of a breach or threatened breach the Company would be entitled to injuctive relief, without the posting of any bond, in addition to such other relief as may be appropriate at law or in equity.
     4. Camp recognizes and agrees that the Company has a legitimate business interest in restricting potential competitors from hiring Employees who possess or otherwise may have or had access to the Company’s or any of its affiliates’ confidential information. Therefore, Camp agrees that for a two (2) year period following the end of his employment, he shall not directly or

 


 

indirectly through any other person or entity that provides goods or services to the Company or any of its affiliates or offers goods or services in competition with the Company or any of its affiliates, hire, recruit, induce or attempt to induce any Employee to terminate his or her employment with the Company or any of its affiliates or otherwise interfere in any way with the employment relationship between the Company or any of its affiliates and their respective employees. This restriction includes but is not limited to a) identifying Employees as potential candidates for employment by name, background or qualifications; b) approaching, recruiting or soliciting Employees; and/or c) participating in any pre-employment interviews with Employees. For purposes of this provision “Employee” means any employee who has or had access to the Company’s or any of its affiliates’ confidential information and former employees who have had access to such confidential information within the preceding twelve (12) months to such activity.
     5. The Non-Disclosure Agreement dated September 26, 1991, a copy of which is marked Exhibit B, attached hereto and by this reference incorporated herein, shall remain in full force and effect in accordance with its terms.
     6.a. As consideration for the release, the covenant not to compete and the other covenants as set forth in this Agreement, the Company shall: (i) pay Camp, in cash, the sum of Two Million One Hundred Eleven Thousand Five Hundred Seventy-one dollars ($2,111,571) between January 2 and January 15, 2008; (ii) pay Camp, in cash, a sum equal to fifty percent (50%) of the aggregate difference between the option strike price and the Fair Market Value of the underlying securities for all stock options currently held by Camp that will not be vested as of December 15, 2007 and will not continue to vest under the terms of the granting document in twelve (12) equal monthly installments commencing January 15, 2008 and each month thereafter with the final payment on December 15, 2008; and (iii) transfer title to Camp of his Company-owned car on or about December 15, 2007. “Fair Market Value” shall be the simple average closing price of the common stock of the Company on the (10) trading days immediately preceding December 15, 2007.
     b. Camp shall not be entitled to any other payments or benefits other than as expressly set forth in this Agreement except those benefits payable pursuant to certain benefit plans of the Company and the agreements related to previously granted equity-based compensation.
     7. The terms and conditions of this Agreement and the payments made pursuant hereto shall remain confidential and Camp shall not disclose the same to any person, except his immediate family, lawyer or accountant, or as required by law. Camp shall make no public statements, or request, cause or solicit any third party to make any public statements, regarding the circumstances underlying his retirement, that are in any way inconsistent with the terms of this Agreement, or adverse to the interests or reputation of the Company, or any of its directors, officers or employees.
     8. Camp shall not request or apply for employment with the Company or any of its controlled subsidiaries.
     9. All payments to be made to Camp hereunder shall be subject to all applicable taxes, including withholding taxes.
     10. In the event of the death of Camp prior to all payments contemplated by this Agreement being made, such remaining payments shall be promptly made to the William H. Camp and Martha J. Camp Family Trust.

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     11. This Agreement shall be governed by the substantive laws of the State of Illinois.
     12. This Agreement constitutes the entire agreement of the parties and supersedes any and all prior agreements and understandings between Camp and the Company, whether oral or in writing. This Agreement may not be revoked, amended, modified or revised except as provided for in paragraph 2 of this Agreement or in writing executed by Camp and a corporate officer of the Company.
     13. All notices, requests, approvals, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be served personally, or sent by a national overnight delivery company such as Federal Express, or by United States registered or certified mail, postage prepaid, return receipt requested, and addressed as follows:
     If to Company:
 
David J. Smith
Executive Vice President, Secretary and General Counsel
Archer-Daniels-Midland Company
P.O. Box 1470
Decatur, IL 62525
Telephone: (217) 424-6183
Facsimile: (217) 424-6196
     If to Camp:
 
William H. Camp
881 Fairway Drive
Forsyth, IL 62535-9794
Any such notice shall be deemed delivered upon delivery or refusal to accept delivery as indicated in writing by the person attempting to make personal service, on the United States Postal Service return receipt, or by similar written advice from the overnight delivery company.
     IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.
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