Exhibit 10
SEPARATION AGREEMENT
This Separation Agreement (“Agreement”)
is entered into this 10th day of December, 2007, between Marvin E.
Dee (“Dee”) and Hawkins, Inc.
(“Hawkins”).
I. RECITALS
A. Dee has been
employed by Hawkins as its Chief Financial Officer.
B. In
connection with his employment by Hawkins, Dee executed a
Restricted Stock Agreement dated December 6, 2006 (the
“Restricted Stock Agreement”).
C. On
November 9, 2007 (the “Notification Date”), Hawkins
informed Dee that his Hawkins employment will terminate effective
December 31, 2007 (the “Termination
Date”).
D. Dee and
Hawkins desire to resolve all of Dee’s potential claims on
the terms set out in this Agreement.
II.
AGREEMENT
For the consideration described below, the adequacy
of which the parties acknowledge, the parties agree as
follows:
1.
Employment. Dee’s employment will terminate on the Termination Date.
Until the Termination Date, Dee shall perform such services as may
reasonably be requested of him by Hawkins. Dee shall perform the
services requested of him at a place to be specified by Hawkins.
Through the Termination Date, Dee shall continue to be paid his
annualized salary of $198,605 in accordance with the
Company’s regular payroll practices and shall continue to
receive the benefits for which he is eligible as an employee under
the benefit plans and policies of Hawkins, as those plans and
policies may exist from time to time.
2.
Vacation Pay. On
or about January 10, 2008, Hawkins shall pay to Dee a lump sum in
the amount of $63,018.91 to compensate him for his 660 hours of
accrued but unused paid vacation time.
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3.
Benefits After Termination
Date. Except as provided in Paragraph
7 below, Dee’s rights after the Termination Date with respect
to the Company’s Employee Stock Ownership Plan, the Money
Purchase Pension Plan and other employee benefits shall be
determined by the terms and conditions of the applicable benefit
plans and policies; provided that in any event, Dee will be allowed
to exercise purchase rights under the Company’s Employee
Stock Purchase Plan during the normal January “window”
under such Plan with respect to contributions made by Dee to that
Plan in December of 2007.
4.
Bonus. As a
bonus for the period ended September 30, 2007, Dee shall be paid
$42,898 at the same time as bonuses for this period are paid to
other employees of Hawkins. As a bonus for the period ending
December 31, 2007, Dee shall be paid $15,888 on or about
January 10, 2008, representing a pro-rated bonus at target bonus
levels for the three months ended December 31, 2007.
5.
Release by Dee. At the same time that he executes this Separation Agreement,
Dee shall execute the release that is attached as Exhibit A (the
“Release”).
6.
Payment. Subject
to the conditions stated in Paragraph 10 below, on or about January
10, 2008, Hawkins shall pay Dee a lump sum in the amount of
$198,605.
7.
Health Coverage. Subject to the conditions stated in Paragraph 10 below, if
after the Termination Date, Dee elects to continue his group health
coverage (including dental) pursuant to COBRA, Dee need pay for
coverage for 2008 only the premium for such coverage that is paid
by employees electing similar coverage, which premium may be
changed from time to time. If Dee wishes to continue his health
coverage after 2008, he shall be responsible for the entire COBRA
premium.
8.
Automobile. Subject to the conditions stated in Paragraph 10 below, Dee
will be given on January 10, 2008 the Chevrolet Tahoe vehicle that he has been assigned by Hawkins to Dee and
currently driven by him. The parties acknowledge that the value of
this vehicle is $5,416.
9.
Outplacement. Subject the conditions stated in Paragraph 10 below, Hawkins
shall pay directly to an outplacement service of Dee’s
selection a maximum of $2,500 for outplacement services actually
provided to Dee on or before June 30, 2008. Dee shall cause
the invoices of the outplacement service to be submitted directly
to Hawkins; provided that Hawkins acknowledges that all
communications with and advice given by such service shall remain
confidential as between Dee and such service.
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10.
Conditions. Hawkins need not make the payments described in Paragraphs 6,
7, or 9 above or allow the purchase described in Paragraph 8 above
unless and until both of the following conditions have been
satisfied:
(a) Dee
executes the Release and delivers it to Hawkins within the time
specified in the Release.
(b) The
applicable rescission period for the Release expires without a
rescission by Dee.
11.
Exclusive Payments. With respect to the period from the Notification Date through
the Termination Date and the period after the Termination Date, Dee
shall not be entitled to any compensation or other payments from
Hawkins except as provided in this Agreement.
12.
Agreement Not to Compete.
On or before December 31, 2008, Dee shall not,
directly or indirectly, in any manner or capacity (including
without limitation as a proprietor, principal, agent, partner,
officer, director, stockholder, employee, consultant, or otherwise)
provide services to or invest in any of the following companies or
their affiliates or successors: Univar, K.A. Steel, Hydrite, DPC,
Purac, or Brentag. In addition, during such period Dee shall not
solicit or in any way assist any other person, company, or to
solicit, business from any company known by Dee to be a customer of
Hawkins.
13.
Agreement Not to Hire.
On or before December 31, 2008, Dee shall not,
directly or indirectly, in any manner or capacity (including
without limitation as a proprietor, principal, agent, partner,
officer, director, stockholder, employee, consultant, or otherwise)
hire, attempt to hire, engage, or attempt to engage any person who
is then an employee of Hawkins; provided that this restriction
shall not apply to a Hawkins employee who answers a general
solicitation for employment and with respect to whom Dee offers no
assistance or advice.
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14.
Blue Pencil Doctrine.
If the duration of, the scope of, or any activity
covered by any provision of Paragraphs 12 or 13 above is in excess
of what is determined to be valid and enforceable under applicable
law, such provision shall be construed to cover only that duration,
scope, or activity that is determined to be valid and enforceable.
Dee hereby acknowledges that Paragraphs 12 and 13 above shall be
given the construction that renders their provisions valid and
enforceable to the maximum extent, not exceeding their express
terms, possible under applicable law.
15.
Acknowledgement and Remedies.
Dee hereby acknowledges that the provisions of
Paragraphs 12 and 13 above are reasonable and necessary to protect
the legitimate interests of Hawkins and that any violation of
Paragraphs 12 or 13 by Dee would cause substantial and irreparable
harm to Hawkins to such an extent that monetary damages alone would
be an inadequate remedy. In the event that Dee violates any
provision of Paragraphs 12 or 13 above, Hawkins shall be entitled
to an injunction, in addition to all other remedies it may have,
restraining Dee from violating or continuing to violate such
provision.
16.
Right to Consult with an
Attorney. Dee understands and
acknowledges that he is hereby being advised by Hawkins to consult
with an attorney prior to signing this Agreement and the
Release.
17.
Consideration and Rescission.
The periods described in the Release during which
Dee may consider whether to sign or may rescind the Release and the
procedures stated in the Release for accepting or rescinding the
Release also apply to this Agreement. The Release and this
Agreement must be accepted or rescinded together. Rescission of one
of these documents will be deemed a rescission of both of
them.
18.
Cooperation. On
or before December 31, 2008, upon reasonable request by Hawkins,
Dee shall be available to consult
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