Exhibit 10.1
SEPARATION AGREEMENT
This
SEPARATION AGREEMENT (this “Agreement”) is made and
entered into by Mr. Todd M. DuChene (the
“Executive”) and Fisher Scientific International Inc.,
a Delaware corporation (the “Company”) dated as of
March 4, 2005.
WHEREAS,
the Executive has given notice in writing dated February 4,
2005 of his intention to resign his employment;
WHEREAS,
the Company and the Executive believe it is in the best interest of
the Company to enter into this Agreement and provide for a more
orderly transition of the Executive from the Company.
NOW,
THEREFORE, the Company and the Executive hereby agree as
follows:
1. Resignation . The Executive’s employment with
the Company shall terminate effective as of August 31, 2005
(the “Termination Date”). The Executive resigned his
positions as Senior Vice President of Corporate Development, Chief
Legal Officer and Secretary of the Company and all positions as an
officer or director of the Company and any of its subsidiaries or
affiliates effective as of March 4, 2005. From and after the
date hereof, the Executive shall perform such duties as may be
reasonably and lawfully requested by the Vice Chairman of the
Company to the extent such duties are consistent (both in terms of
the nature and extent of such services) with the Executive’s
former positions, duties and status with the Company.
2. Payments and Benefits .
(a)
Accrued Compensation . On or as soon as practicable
following the date hereof, the Company shall pay to the Executive
all accrued but unpaid salary and shall reimburse the Executive for
any outstanding business expenses for which he is entitled to be
reimbursed.
(b)
Compensation . The Company shall continue to pay Executive
his current base salary until the Termination Date.
(c)
Severance Payment . On or as soon as practicable following
the Payment Date (as defined in Section 9 of Exhibit B
hereto), the Company shall pay to the Executive a lump sum in cash
of one million six hundred fifty thousand dollars
($1,650,000).
(d)
Benefits . Through the second anniversary of the Termination
Date (such period, the “Severance Period”), the Company
shall continue to provide the Executive and his eligible dependents
with medical, dental and vision benefits as set forth in
Exhibit A to this Agreement, provided that such benefits shall
be secondary to those provided under any other plan, program,
practice or policy by any subsequent employer of the Executive. The
period for the required continuation coverage under
Section 601 et seq. of the Employee Retirement Income Security
Act of 1974, as amended, and Section 4980B of the
Internal
Revenue Code of 1986, as amended (known as
“COBRA” benefits), shall be considered to begin
immediately following the end of the Severance Period.
(e)
SERP Retirement Distribution . On or as soon as practicable
following the Termination Date, the Company shall pay to the
Executive a lump sum in cash equal to $1,100,000 which amount has
been calculated based on average recognized compensation through
the Termination Date and years of service including the Severance
Period, which payment shall be in full satisfaction of the
Executive’s Retirement Benefit under the Company’s
Executive Retirement and Savings Program. Executive shall continue
to be eligible for retiree medical insurance under the
Company’s retiree medical plan as in effect from time to time
and in accordance with generally applicable plan
provisions.
(f)
Supplemental Savings Plan Distribution . On or as soon as
practicable following the Termination Date, the Executive shall be
entitled to receive a lump sum cash distribution of his account
balance (all of which is vested) under the Company’s
Supplemental Savings Plan (the “Savings Plan”) which
amount is equal to $418,510.99 as of 12/31/04. This distribution
shall be in full satisfaction of the Executive’s rights under
the Savings Plan.
(g)
2004 Performance Bonus . The Executive shall be entitled to
receive payment of a 2004 performance bonus (the “Performance
Bonus”) in the amount of $487,500. Such Performance Bonus
shall be paid to the Executive on or about the same time that such
Performance Bonus is paid to other executive officers of the
Company but in no event later than March 31, 2005.
(h)
Administrative Support . The Company shall provide the
Executive with an office, telephone, desk and reasonable
administrative support through the Consulting Period.
3. Stock Options . All outstanding stock options held
by the Executive as of the Payment Date shall become vested and
exercisable on the Payment Date and shall remain exercisable until
the earlier of (a) ninety (90) days following the
Termination Date or (b) the expiration of the original term of
such option. Shares of Company stock received by the Executive upon
exercise of such options shall not contain any restrictive legends
or be subject to any restrictions on transferability.
4. Consulting Arrangement; Cooperation . Commencing on
the Termination Date, the Executive shall make himself reasonably
available to perform consulting services to the Company as
reasonably requested by the Vice Chairman of the Company for a
period of six (6) months (the “Consulting
Period”). Such services shall be consistent with the
Executive’s former positions, duties and status with the
Company, it being understood that the Executive shall not be
required to provide services on a full-time basis during the
Consulting Period. The Company shall pay to the Executive as
compensation for such consulting services an aggregate amount of
$175,000 (the “Fee”), such Fee to be payable in twice
monthly installments of $14,583.33, less any applicable
withholding; provided that prior to December 31, 2005, the
Company shall pay the Executive any remaining unpaid balance of the
Fee in a single lump sum payment. Should
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the Company require additional
consulting services from the Executive, the Executive shall
negotiate in good faith an extension to the Consulting Period,
subject to the Executive’s availability and other
responsibilities. In addition, in order to ensure a smooth
transition from the Executive’s employment with the Company,
the Executive shall make himself reasonably available (in light of
the Executive’s personal and business demands) to provide
reasonable assistance to and cooperation with the Company during
the Severance Period in connection with any Company matters
concerning which the Executive had knowledge or responsibility
while employed by the Company, subject in all events to the demands
of the Executive’s then current employer. If during the
Severance Period or thereafter, the Company becomes involved in any
legal action relating to events which occurred during the
Executive’s employment, the Executive will cooperate in good
faith in the preparation, prosecution, or defense of the
Company’s case, including, but not limited to, the execution
of affidavits or documents or providing of information requested by
the Company. Reasonable out-of-pocket expenses related to such
assistance will be reimbursed by the Company.
5. Nondisparagement . The Executive agrees not to make
any statement that is intended to or could reasonably be expected
to disparage the Company or its directors or officers. The Company
agrees that it shall not, and it shall cause each executive
officer, director and each member of its Human Resources department
not to make a statement (including any statement to any prospective
employer) that is intended to or could reason
