Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement (the "Agreement") is made this 11th day of April,
2003, by and between Syntroleum Corporation, A Delaware corporation having an
address of 0000 X Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxxx 00000 ("Employer")
and Xxxx Xxxxxxxx, having an address of 000 Xxxxxxxx Xxxxx, Xxxxxxxxxxxx,
Xxxxxxxx 00000 ("Employee").
WHEREAS, Employee and Employer are parties to an Employment Agreement made
effective June 17, 1999, as amended, (the "Employment Agreement") a copy of
which is attached hereto; and
WHEREAS, Employee and Employer mutually desire to terminate their
employment relationship upon the terms and conditions set forth in this
Agreement.
NOW, THEREFORE in consideration of the mutual promises and covenants set
forth in this Agreement, the parties agree as follows:
1. Separation From Employment. Employee will terminate his employment
with Employer effective April 11, 2003 (the "Termination Date"). The Employment
Agreement shall terminate effective as of the Termination Date except that the
provisions of Sections 6, 7, 8, 9, 10, 11, 12 and 16 thereof shall survive such
termination and continue in full force and effect in accordance with their
respective terms.
2. Payments. In consideration for Employee signing this Agreement
Employer shall provide employee the following payments and benefits:
(a) Employee shall be paid an amount equivalent to his regular bi-weekly
salary of $8076.92 for the 24-month period commencing on April 11,
2003 and ending on April 10, 2005. Employee shall also be paid amounts
equivalent to his unused and accrued vacation and for the sixty (60)
day notice period pursuant to the Employment Agreement. Employee
hereby waives any other payments or amounts that would otherwise be
due under the terms of any prior agreements or understandings. From
the amounts paid under this paragraph Employer will withhold amounts
it deems necessary to ensure the proper payment of all taxes and to
satisfy the federal, state, or local laws. Prior to payment of any
amounts under this Agreement Employee shall execute and deliver to
Employer a W-9 and any other document deemed necessary by the
Employer's tax advisers to ensure the proper withholding of taxes.
(b) Employee acknowledges that he is currently indebted to the Employer in
the following amounts: (i) $13,427.94 and (ii) $30,000.00 as a result
of a loan with a maturity date of September 14, 2003.
1. Employee hereby agrees to payment of $ 13,427.94 from the payment
due to Employee pursuant to Paragraph 2 (a) above.
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2. As consideration for this Agreement, Employer agrees to forgive
repayment of the principal and interest on the loan due September
14, 2003. Employee shall be solely responsible for taxes due and
payable by reason of the forgiveness of said loan.
(c) In the event Employee elects to continue coverage under COBRA,
Employer shall pay 100% of the major medical insurance premium for the
current coverage election for the period from April 11, 2003 through
June 30, 2003 or until Employee secures employment providing
alternative coverage, whichever occurs earlier.
(d) Employee agrees that (i) he is responsible for any and all taxes
associated with payments and benefits and (ii) he will seek his own
tax advice with respect to the deductibility and tax liability
associated with the payments and benefits provided in connection with
this Agreement. All payments by employer shall be subject to regular
payroll deductions.
3. Additional Benefits. Nothing contained in this Agreement shall be
interpreted to waive or release Employee's rights under any Employer sponsored
employee benefit plan governed by ERISA in which Employee is a qualified
participant, including, but not limited to, any benefits under a pension or
retirement plan. Employee's rights under any such plan shall be governed by the
terms of such plan. Other than the benefits described in this paragraph,
Employee agrees that he is not entitled to any additional benefits.
4. Consulting and Cooperation. Employee agrees to make himself reasonably
available to Employer as a consultant during the period commencing April 11,
2003 and ending June 10, 2003 to consult with Employer at no additional cost to
Employer. Employee also agrees to cooperate with Employer relating to any
matters as to which he was involved while employed by Employer, including any
litigation or administrative actions.
5. Resignations. Employee resigns as an officer of the Employer and all
subsidiary corporations of the Employer effective April 11, 2003.
6. Release of Claims. By signing this Agreement Employee agrees that the
payments described above are adequate consideration for the release of the
claims described in this Agreement and that part of the consideration offered is
in addition to any compensation or benefits otherwise due in the absence of this
Agreement. Employee agrees that he is acting of his own free will, voluntarily
and on behalf of himself, his heirs, administrators, executors, successors and
assigns. Except for the obligations set forth herein, Employee hereby releases
Employer and its predecessors, subsidiaries, affiliates, directors, officers,
employees, and agents and each of them ("the Released Parties"), from any and
all debts, obligations, claims, demands, judgments, or causes of action of any
kind whatsoever, in tort, contract, by statute, or on any other basis, for
compensatory, punitive, or other damages, expenses, reimbursements, or costs of
any kind, including, but not limited to any and all claims, demands, rights,
and/or causes of action arising out of his employment with Employer, or relating
to any asserted or unasserted employment discrimination or violations of civil
rights such as, but not limited to, those arising
under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991.
The Civil Rights Act of 166 and/or 1871, the Age Discrimination in Employment
Act of 1967 ("ADEA"), the Americans With Disabilities Act of 1990, Executive
Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, or any
other applicable federal, state, or local employment discrimination statute or
ordinance or any other claim whether statutory or based on common law arising:
(1) by reason of his employment with Employer or the termination of his
employment or the circumstances related to the termination; (2) any claims
arising under the Employment Agreement, and/or (3) by reason of any other
matter, cause, or thing whatsoever, from the first date of employment to the
date of execution of this Agreement. Employee agrees and covenants not to
initiate any litigation based on events, occurrences, acts or omissions which
relate in any way to Employee's employment with Employer, the termination
thereof or which are the subject of the releases given herein.
Age Discrimination Issues. The ADEA is a federal statute prohibiting
discrimination on the basis of age in connection with employment, benefits and
benefit plans. Employee's signature on this Agreement is his acknowledgement
that he understands that he is waiving, releasing and forever giving up all
claims under the ADEA as of the time he signs this Agreement. Employee
acknowledges that he has been advised by Employer of his right to seek legal
advice from a lawyer of his choosing, at his expense, concerning this Agreement.
7. Enforcement. Employee agrees that any breach of Employee's obligations
under this Agreement will cause Employer irreparable injury for which Employer
has no adequate remedy at law. Accordingly, Employee agrees that in the event of
any breach or threatened breach by Employee of Employee's obligations under this
Agreement, Employer shall be entitled, in addition to any and all other remedies
available, to seek and obtain injunctive and/or other equitable relief to
require specific performance of, or to prevent a breach of, Employee's
obligations under this Agreement. Employee agrees that Employer may have such
injunctive relief without posting a bond.
8. Representations. Employee represents, warrants and agrees as follows:
(a) no consent of any third party is required in connection with the
transactions contemplated hereby (b) the provisions hereof will not violate any
court order or ruling; (c) he has the legal right and authority to enter into
and perform his obligations hereunder; ; (d) he has been advised of his right to
seek legal counsel, and (e) he will indemnify and hold Employer harmless for any
loss, damage or claim arising from any breach of these representations or his
obligations hereunder.
9. Default. If Employee breaches any of the terms of the Agreement,
Employer shall have the right to recover all costs and expenses, including
reasonable attorneys' fees incurred by Employer in enforcing the terms of this
Agreement and/or recovering damages as a result of any such breach.
10. Severability. If any provision of this Agreement is held invalid or
unenforceable, either in its entirety or by virtue of its scope or application
to given circumstances, such provision shall be deemed modified to the extent
necessary to render the same valid or not applicable to given circumstances, as
the situation may require, and this Agreement shall be construed and enforced as
if such provision had been included herein as so modified in scope or
application or had not been include herein, as the case may be. Although the
Employee agrees that the restrictions on Employee's activities in this Agreement
are reasonable, given the nature and scope of Employer's business, the
information made available to Employee during his employment, and the
compensation provide for herein, Employee and Employer agree that in lieu of
declaring the restrictions void, a court of competent jurisdiction shall be
requested by both parties to modify the restrictions, to the extent necessary
under applicable law, to protect the legitimate interests of both Employer and
Employee.
11. Denial of Liability. Employer and Employee understand and agree that
the consideration set forth in this Agreement does not constitute an admission
of liability or violation of any applicable law, and any contract provisions or
any rule or regulation as to which the Released Parties expressly deny
liability.
12. Entire Agreement. Except for the provisions of the Employment
Agreement which remain in effect as stated herein, and any employment policies
regarding confidentiality and trade secret information, Employee agrees that
this Agreement constitutes the complete agreement between the parties and that
no other representations have been made by Employer.
13. Death. In the event of Employee's death prior to the final payment
provided for herein, this Agreement shall terminate and Employer shall have no
further obligations hereunder.
14. Confidentiality. Employer agrees to keep the existence, terms, and
substance of this Agreement confidential and further agrees that he will not
disclose the terms of this Agreement to anyone other than to his attorney and
tax advisors, except as may be required by law.
15. Interpretation Under State Law. This Agreement shall be construed
under the laws of the State of Oklahoma and shall in all respect be interpreted,
enforced and governed under the law of said State.
16. Review Period. Employee has the right to review this Agreement for a
period of twenty-one days prior to signing. By signing prior to the end of such
twenty-one day period, the Employee is waiving his right to such review period.
Employer has advised Employee that he should seek legal counsel with respect to
this Agreement. Employee also has seven (7) days from the date he signs this
Agreement to revoke the Agreement by providing a written notice to Employer by
contacting Xxxx Xxxxxx. Employer will have no obligations under this Agreement
should Employee exercise his right to revoke. The Employer shall not be
obligated to make any payments of additional consideration called for by this
Agreement until the revocation period has expired.
17. Computer. The Employee shall retain possession of the computer given
him on April 11, 2003.
Syntroleum Corporation
By: __________________________________
Title: _______________________________
______________________________________
Xxxx Xxxxxxxx
Date: ________________________________
