SEPARATION AGREEMENTTermination Severance Agreement |
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ARCHER DANIELS MIDLAND CO | Camp and Archer-Daniels-Midland Company Company | D J Smith, Archer-Daniels-Midland Company | Older Workers. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Termination Severance Agreement by:
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
Camps 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 Companys 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 Companys 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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