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SEPARATIONAGREEMENT

Termination Severance Agreement

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This Termination Severance Agreement involves

A. SCHULMAN, INC.

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Title: SEPARATIONAGREEMENT
Governing Law: Ohio     Date: 9/6/2007
Industry: Fabricated Plastic and Rubber     Sector: Basic Materials

SEPARATIONAGREEMENT, Parties: a. schulman  inc.
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Exhibit 99.1
SEPARATIONAGREEMENT
BY AND BETWEEN
A. SCHULMAN, INC.
AND
JOHN M. MYLES
This Separation Agreement (“Agreement”) is entered into by A. Schulman, Inc. (“Corporation”), a Delaware corporation, and John M. Myles (“Mr. Myles”), collectively, the “Parties,” to describe the terms and conditions of Mr. Myles’ separation of employment with the Corporation.
ARTICLE 1 EFFECTIVE DATE OF AGREEMENT
     This Agreement will become effective as defined in Section 8.03[4].
ARTICLE 2 RESIGNATION AND RETIREMENT
2.01 Resignation and Retirement. Mr. Myles agrees:
[1] Effective as of the end of business August 31, 2007, [a] to resign as Vice President Research and Development and [b] terminate the Employment Agreement dated July 8, 1998 between Mr. Myles and the Corporation (“Employment Agreement”); and
[2] Effective as of the end of business August 31, 2007, to resign as an employee of the Corporation and any other entity that is related through common ownership to the Corporation (all entities related through common ownership to the Corporation are called “Group Members” and the Corporation and all Group Members collectively are called the “Group”).
ARTICLE 3 CONSIDERATION
     Mr. Myles agrees that he will comply with the terms of this Agreement and will voluntarily terminate his employment at the close of business August 31, 2007 (“Termination Date”). In exchange, but subject to Mr. Myles’ execution and non-revocation of a general release, the Corporation will engage Mr. Myles as an independent contractor under the terms contained in a consulting agreement between Mr. Myles and the Corporation.
     Mr. Myles covenants and agrees that he has received all compensation and benefits as an employee of the Corporation, and is entitled to no additional compensation or benefit under the terms of the Employment Agreement with the exception of participation in the 2007 Bonus Program as outlined in section 9.02 — Post Separation Benefits.

 


 
ARTICLE 4 POST-TERMINATION OBLIGATIONS
4.01 Confidentiality. The Group’s methods, plans for doing business, processes, pricing, compounds, customers and supplies are vital to the Group and, to the extent not made public by the Group, constitute confidential information subject to the Group’s proprietary rights therein. Mr. Myles covenants and agrees that he will not, directly or indirectly, make known, divulge, furnish, make available or use, otherwise than in the regular course of Mr. Myles’ consulting relationship with the Corporation, any invention, product, process, apparatus or design of any of the Group, or any knowledge or information in respect thereof (including, but not limited to, business methods and techniques), or any other confidential or so-called “insider” information of any of the Group.
4.02 Return of Materials. Mr. Myles agrees [1] to deliver or return to the Corporation upon his termination all written Confidential Information, as defined above, furnished by the Corporation or any Group Member or prepared by Mr. Myles in connection with his services for the Corporation and [2] that he will not retain any copies of any of the materials described in Section 4.02[1]. In addition, upon Mr. Myles’ termination, he agrees to immediately return to the Corporation all property of the Corporation or any Group Member which is in his possession, including, but not limited to, memoranda, books, papers, computer files, laptops, credit cards and keys.
4.03 Non-Competition and Non-Solicitation. Mr. Myles covenants and agrees that during the period of one (1) year following the Effective Date of this Agreement, he will not, directly or indirectly, either as an individual for Mr. Myles’ own account or as an investor, or other participant in, or as an employee, agent, or representative of, any other business enterprise:
[1] solicit, employ, entice, take away or interfere with, or attempt to solicit, employ, entice, take away or interfere with, any employee of the Corporation or the Group; or
[2] engage or participate in or finance, aid or be connected with any enterprise which competes with the business of the Group, or any of them.
The geographical limitations of the foregoing shall include any country in which the Group or any of them shall be doing business as of the Effective Date of this Agreement.
4.04 Injunctive Relief. Mr. Myles acknowledges that it is impossible to measure in money the damages that will accrue to the Corporation by reason of Mr. Myles’ failure to observe any of the obligations imposed on him by this Article 4. Accordingly, if the Corporation institutes an action to enforce the provisions hereof, Mr. Myles hereby waives the claim or defense that an adequate remedy at law is available to the Corporation, and Mr. Myles agrees not to urge the claim or defense that a remedy at law exists. Also, if a final determination is made by a court having competent jurisdiction that the time or territory or any other restriction contained in Section 4.03 is an unenforceable restriction on Mr. Myles’ activities, the provisions of Section 4.03 will not be rendered void but will be deemed amended to apply the maximum time and territory and other restrictions the court judicially determines or otherwise indicates to be reasonable.

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ARTICLE 5 INDEMNIFICATION
To the extent permitted by law, the Corporation will indemnify Mr. Myles pursuant to the terms of the Indemnification Agreement, entered into, by and between the Corporation and Mr. Myles dated on or about October 16, 2006 and the Corporation’s Certificate of Incorporation and Bylaws, each as amended.
ARTICLE 6 ASSIGNMENT OF AGREEMENT
6.01 Except as specifically provided in this section, the Corporation may not assign this Agreement to any person or entity that is not a Group Member. However, this Agreement may and will be assigned or transferred to, and will be binding upon and inure to the benefit of, any successor of the Corporation, in which case this Agreement will be interpreted and applied by substituting that successor for the “Corporation” under the terms of this Agreement. For these purposes, “successor” means any person, firm, corporation or business entity which at any time, whether by merger, purchase or otherwise acquires all or substantially all of the assets or the business of the Corporation.
6.02 Mr. Myles may not assign the duties allocated to him under this Agreement to any other person or entity. However, this Agreement will inure to the benefit of and be enforceable by Mr. Myles’ personal or legal representatives, executors and administrators, successors, heirs, distributees, devisees, and legatees.
ARTICLE 7 DISPUTE RESOLUTION
7.01 Except as provided in Section 4.04, any disagreement arising under this Agreement that is not resolved by agreement between the Parties, including the basis on which Mr. Myles’ employment is terminated, will be resolved by arbitration in accordance with the rules of the American Arbitration Association. The award of the arbitrator will be final, conclusive and nonappealable and judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitrator must be an arbitrator qualified to serve in accordance with the rules of the American Arbitration Association and one who is approved by the Corporation and Mr. Myles. If the Corporation and Mr. Myles fail to agree on an arbitrator, each must designate a person qualified to serve as an arbitrator in accordance with the rules of the American Arbitration Association and these persons will select the arbitrator from among those persons qualified to serve in accordance with the rules of the American Arbitration Association. Any arbitration relating to this Agreement will be held in Summit County, Ohio. Regardless of the scope of this section, the Parties ag

 
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