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EXHIBIT 10.10
(LOGO)
ROCK-TENN COMPANY
August 24, 2000
PERSONAL AND CONFIDENTIAL
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Xx. Xxxxx X. Xxxxxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Re: Severance Agreement
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Dear Xxxx:
On behalf of Rock-Tenn Company ("Rock-Tenn"), this will set forth our
agreement regarding the termination of your employment with Rock-Tenn. For
purposes of this Agreement, "Rock-Tenn" shall be deemed to include both
Rock-Tenn and all of its direct and indirect subsidiaries and divisions. The
parties agree as follows:
1. You and Rock-Tenn agree that your employment with Rock-Tenn will terminate
effective at the close of business on August 18, 2000.
2. Your employment will continue through August 18, 2000 and you will continue
to receive your current salary through such date plus the amount of salary
you would have been paid from that date through September 30, 2000, less
all applicable federal, state and local taxes and withholdings. You will
receive your fiscal year 2000 Rock-Tenn Bonus Plan payment to the extent
earned for fiscal 2000. From the date hereof through August 18, 2000, you
will report to Xx. Xxx Xxxxxxxx and perform such duties as he determines.
You agree that you will maintain a positive attitude and will not make
disparaging remarks of any nature whatsoever regarding Rock-Tenn or its
employees.
3. As severance, Rock-Tenn agrees to pay you a lump sum amount equal to your
current annual salary, $248,000.00, less an amount to cover normal employee
contributions for insurance coverage contemplated in Paragraph 4 below.
The salary severance payment, which will be paid eight (8) days following
your execution of this Agreement, will be made
X.X. Xxx 0000 . Xxxxxxxx, XX 00000 . 000-000-0000
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August 24, 2000
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less all applicable federal, state and local taxes and withholdings. The
payments shall be in full satisfaction of all obligations of any kind or
description which Rock-Tenn has, or might have, to you except for the
payment of benefits due after termination of your employment under the
terms of any employee benefit plan in which you participate and which is
subject to the Employee Retirement Income Security Act of 1974, as
amended, and the Company's other obligations under this Agreement. Any
such benefits shall be payable to you pursuant to the terms of any such
plan on the same basis as benefits are payable to any other participant in
such plan. This release does not apply to any rights you may have pursuant
to COBRA to continue medical coverage at your own expense after September
30, 2001.
4. Rock-Tenn will continue its medical, dental and life insurance plans for
you and your eligible dependents through the severance period ending
September 30, 2001. In the event that you accept new employment prior to
September 30, 2001, your insurance coverage under this Paragraph 4 will
end no later than ninety days following the commencement of such
employment if such insurance is available through such employment. In the
event that your insurance coverage under this Paragraph 4 is ended prior
to September 30, 2001, you will be reimbursed for any unused portion of
your employee contributions that were deducted pursuant to Paragraph 3
hereof.
5. As of October 1, 2001 or such earlier date as your insurance coverage
under Paragraph 4 ends, you will be eligible for COBRA insurance coverage.
If you elect to continue coverage under COBRA, you shall be solely
responsible for the payment of premiums with respect to such coverage.
6. Rock-Tenn agrees to provide you with outplacement assistance through Drake
Beam Xxxxx for executive job search assistance and support. If you prefer
and choose to use another outplacement agency, Rock-Tenn agrees to
reimburse you up to an amount equal to $14,000 for outplacement assistance.
7. Except for the compensation provided for herein, any vested accrued
pension benefits, vested Supplemental Executive Retirement Plan (SERP)
benefits, vested 401(k) benefits and your rights under COBRA (and any
similar law), you herby
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August 24, 2000
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waive and relinquish all benefits and compensation whatsoever, whether
accrued or contingent, arising out of or in connection with your employment
with Rock-Tenn.
8. In return for the payments and actions of Rock-Tenn set out in this
Agreement which, as you know, are in excess of those to which you would
otherwise be entitled, you agree that you will release and covenant not to
xxx Rock-Tenn, its successors, agents, corporate affiliates, officers,
directors and other employees from any and all claims, demands,
liabilities, damages, costs (including attorneys' fees) and obligations of
any kind in your favor (known or unknown) which arise out of your
employment with or separation of employment with Rock-Tenn. This includes,
but is not limited to, claims under the Age Discrimination in Employment
Act of 1967; the Americans With Disabilities Act of 1990; Title VII of the
Civil Rights Act of 1964; The Rehabilitation Act of 1973; 42 U.S.C. Section
1981 and 1983; and other federal, state, or local laws including, but not
limited to, claims for breach of contract or wrongful discharge under state
laws. This release does not apply to claims, if any, for which releases are
prohibited by applicable law or which arise after the date you sign this
Agreement. Rock-Tenn and its agents expressly deny that they have any
liability to you, and this Agreement should not be construed as an
admission of any such liability. You are advised to consult with an
attorney before signing this Agreement.
9. You acknowledge that during the term of your employment by Rock-Tenn, you
may have acquired knowledge of confidential and proprietary information
regarding, among other things, Rock-Tenn's present and future operations,
its customers and suppliers, pricing and bidding strategies, and the
methods used by Rock-Tenn and its employees. You hereby agree that you will
hold in a fiduciary capacity for the benefit of Rock-Tenn, and shall not
directly or indirectly use or disclose any Trade Secret, as defined
hereinafter, that you may have acquired during the term of your employment
by Rock-Tenn for so long as such information remains a Trade Secret. The
term "Trade Secret" as used in this Agreement shall mean information
including, but not limited to, technical or nontechnical data, a formula, a
pattern, a compilation, a program, a device, a method, a technique, a
drawing, a process, financial data, financial plans, product
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plans, or a list of actual or potential customers or suppliers which:
i. derives economic value, actual or potential from not being generally
known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or
use; and
ii. is the subject of reasonable efforts by Rock-Tenn to maintain its
secrecy.
In addition to the foregoing and not in limitation thereof, you agree that
for a period of two (2) years after the separation of your employment by
Rock-Tenn, you will hold in a fiduciary capacity for the benefit of
Rock-Tenn and shall not directly or indirectly use or disclose, any
Confidential or Proprietary Information, as defined hereinafter, that you
may have acquired (whether or not developed or compiled by you and whether
or not you were authorized to have access to such Information) during the
term of, in the course of, or as a result of your employment by Rock-Tenn.
The term "Confidential or Proprietary Information" of Rock-Tenn shall
mean proprietary information not otherwise included in the definition of
"Trade Secret" above. The term "Confidential and Proprietary Information"
does not include information that has become generally available to the
public by the act of one who has the right to disclose such information.
10. Except for information that needs to be conveyed to your tax and legal
advisors, you and your family members have kept and will continue to keep
all terms of this Agreement confidential, including the fact that this
Agreement exists. In addition, you agree that neither you nor any of your
family members will make any disparaging remarks, comments or allegations
regarding Rock-Tenn or any of its employees. In the event that the
covenants contained in Paragraphs 9 or this Paragraph 10 are violated, you
agree to pay to Rock-Tenn as liquidated damages an amount equal to the
severance payments made to you under Paragraph 3 hereof.
11. You agree and acknowledge that, if a violation of any covenant
contained in Paragraph 9 occurs or is threatened, such violation or
threatened violation will cause irreparable injury to Rock-Tenn, that the
remedy at law for any such violation or threatened violation will be
inadequate and that Rock-Tenn shall be entitled to
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appropriate equitable relief, including, without limitation, an injunction
against any breach by you of such provisions. Should it be held at any time
by any court that any of the agreements set forth in Paragraphs 9 or 10 of
this Agreement are invalid or unenforceable in any respect, you agree that
such court may impose, upon the motion of Rock-Tenn, any lesser
restrictions that it may consider appropriate to protect the interests of
Rock-Tenn, and the remaining terms of this Agreement shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
12. The provisions included in this Agreement constitute the entire agreement
between you and Rock-Tenn, and no other agreement shall have any force or
effect unless it is reduced to writing and signed by both parties.
13. You hereby acknowledge and represent that you have been offered a period of
at least twenty-one (21) days to consider the terms of this Agreement,
Rock-Tenn has advised you in writing to consult with an attorney prior to
signing this Agreement, and you have received valuable and good
consideration to which you are not otherwise entitled in exchange for your
signing this Agreement.
14. This Agreement, the rights and obligations of you and Rock-Tenn, and any
claims or disputes relating to this Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia, not
including the choice-of-law rules thereof.
15. In the event that any provision, paragraph, covenant, or clause of this
Agreement is held to be unenforceable or invalid for any reason by a court
of competent jurisdiction or otherwise, the validity of the remaining
provisions, paragraphs, covenants, or clauses of this Agreement shall not
be affected and the invalid or unenforceable provision, paragraph,
covenant, or clauses shall be deemed not to be a part of this Agreement.
Sincerely,
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Chief Executive Officer
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I knowingly and voluntarily accept the terms of this Agreement set forth above.
I understand that I have the right to revoke this Agreement during the seven
(7) days following the date that I have signed this Agreement (set forth below)
and that this Agreement (including my rights to receive payments under this
Agreement) will not go into effect or be enforceable until the seven (7) day
period expires. I further understand that any amounts due to be paid to me
under this Agreement will not become payable to me until the seven day period
expires and this Agreement becomes effective.
Signature: /s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx
Date: 8/24 , 2000
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