RELEASE AGREEMENT
THIS RELEASE AGREEMENT (hereinafter "the Agreement" or "this
Agreement"), dated as of August 31, 1996, by and between INTERNATIONAL
MULTIFOODS CORPORATION, a Delaware corporation ("Multifoods"), and JOHN
E. SAMPSON, a resident of Hennepin County, Minnesota ("Sampson").
WITNESSETH THAT:
WHEREAS, Sampson retired as Vice President-Corporate Planning and
Development of Multifoods effective as of the close of business on
August 31, 1996; and
WHEREAS, Multifoods and Sampson wish to enter this Agreement.
NOW, THEREFORE, in consideration of the preceding recitals and of
the mutual covenants and agreements hereinafter set forth, Multifoods
and Sampson agree as follows:
RELEASE AGREEMENT
1. Release Consideration.
In consideration of the Release given by Sampson in Section 2 of
this Agreement, Multifoods shall pay to Sampson (i) the amount of Two
Hundred Twenty-Five Thousand Dollars ($225,000), hereinafter called the
"Release Consideration", as follows: (i) One Hundred Eight Thousand
Dollars ($108,000) in equal consecutive semi-monthly installments of
Four Thousand Five Hundred Dollars ($4,500) each, less all applicable
federal, state and local withholding taxes, commencing on January 15,
1997 through and including December 31, 1997; and (ii) One Hundred
Seventeen Thousand Dollars ($117,000), less all applicable federal,
state and local withholding taxes, in a lump sum payment during the
period beginning October 1, 1996 and January 2, 1998, upon at least 14
calendar days' prior written notice from Sampson to Multifoods, at the
address set forth in Paragraph D of Section 2 of this Agreement.
2. Release.
A. In consideration of the Release Consideration payable by
Multifoods to Sampson set forth and described in Section 1 of this
Agreement, and for other good and valuable consideration, Sampson hereby
releases and discharges Multifoods and its subsidiaries and affiliates,
and the directors, officers, employees, agents and insurers of each
(collectively, the "Released Parties"), from all causes of action,
claims, demands, debts, contracts and agreements to which Sampson or his
heirs, executors, administrators, legal representatives, successors or
assigns and beneficiaries, have or may have in connection with Sampson's
employment with and termination of employment from Multifoods, for all
time to the date of this Agreement, except for (i) the Release
Consideration payable to Sampson under the terms of this Agreement, (ii)
any rights that Sampson has as a result of his participation in any
benefit plan or plans of Multifoods to which Sampson is entitled by
reason of his employment by Multifoods, including, but not limited to,
pension, health and welfare plans, and (iii) any indemnification right
to which Sampson is entitled by reason of his employment by Multifoods,
under (A) the Restated Certificate of Incorporation, as amended by
Multifoods, (B) the Bylaws of Multifoods, and/or (C) any policy of
insurance issued to Multifoods under which Sampson is an insured and
entitled to coverage (the foregoing hereinafter called the "Release").
B. Except as specifically provided in Paragraph A of this
Section 2, the Release applies to any action, claim, demand, debt,
contract and/or agreement that Sampson has or may have as of the date of
this Agreement including, without limitation, any and all claims
relating to Sampson's employment with and termination of employment from
Multifoods including, but not limited to, breach of contract claims;
claims alleging violation of the Fair Labor Standards Act; the Age
Discrimination In Employment Act, as amended; Title VII of the Civil
Rights Act of 1964, as amended; the Civil Rights Act of 1866; the
National Labor Relations Act; the Americans With Disabilities Act; the
Employee Retirement Income Security Act; and/or any other federal, state
or local statute, law, ordinance, regulation, order or principle of
common law.
C. Sampson acknowledges and agrees that the Release and the
Release Consideration payable by Multifoods under this Agreement is not
an admission that Multifoods or any of the other Released Parties has
engaged in any wrongful conduct towards Sampson, has acted in any way to
cause injury to Sampson, or is responsible or legally obligated to
Sampson in any way, except as specifically provided in this Agreement.
D. Sampson acknowledges that he has been advised and that he
understands, that he has fifteen (15) days from the date that he signs
this Agreement to rescind this Agreement in its entirety, if he notifies
Multifoods, in writing, at Multifoods Tower, Box 2942, 33 South Sixth
Street, Minneapolis 55402, Attention: Frank W. Bonvino, Vice President,
General Counsel and Secretary of Multifoods, of his decision to rescind
this Agreement. Sampson also understands that if he rescinds this
Agreement, he shall forfeit the Release Consideration, and the
Consulting Agreement between Multifoods and Sampson Associates, Inc.,
dated September 1, 1996, shall become null and void. Sampson further
acknowledges and understands that to be effective, his notice of
recission must be in writing and must be delivered to the address stated
above either by hand or by mail within the fifteen (15) day period. If
delivered by mail, the recission must be: (1) postmarked within the
fifteen (15) day period; (2) properly addressed to Multifoods; and (3)
sent by certified mail, return receipt requested.
E. Sampson represents that he has read this Agreement and
understands all of the terms and conditions contained in this Agreement,
and that he has been encouraged by Multifoods to discuss this Agreement
with an attorney-at-law of his choice. Sampson's manual signature on
this Agreement, set forth below in the signature block, constitutes
Sampson's acknowledgment that he understands the effect of the Release,
and that he has signed this Agreement KNOWINGLY AND VOLUNTARILY, and
that he has not relied on any representations, statements or
explanations made by Multifoods or any of the Released Parties or their
attorneys.
NOTE
MULTIFOODS HEREBY ADVISES SAMPSON TO CONSULT WITH
AN ATTORNEY-AT-LAW OF SAMPSON'S CHOICE BEFORE
SAMPSON SIGNS AND DELIVERS THIS AGREEMENT.
3. Multifoods' Representation.
Multifoods represents to Sampson that, as of the date of this
Agreement, Multifoods has no knowledge or any information which would
result in a claim by Multifoods against Sampson in connection with
Sampson's employment and/or termination of employment with Multifoods.
4. Confidential Information
A. Sampson's Covenant of Confidentiality
Further, in consideration of the Release Consideration payable by
Multifoods under Section 1.B of this Agreement, Sampson covenants and
agrees with Multifoods that he will maintain in strict confidence and
not disclose to any person, corporation, partnership, entity or
enterprise, any information, including without limitation, financial
information, strategic and business plans of Multifoods or any its
subsidiaries or affiliates, or any confidential or proprietary
information of Multifoods or any of its subsidiaries. For purposes of
this Agreement confidential information shall not include any
information: (i) which was known to the public on the date of this
Agreement; (ii) which becomes known to the public following the date of
this Agreement through no fault of Sampson; or (iii) which is disclosed
to Sampson by a third party who has the right to disclose such
information without violating any agreement of confidentiality with
Multifoods.
B. In the event that Sampson is compelled by subpoena, civil
investigative demand, court order or other legal process in any
proceeding to disclose any confidential information described in
Paragraph A immediately above, Sampson shall give Multifoods prompt
notice so that Multifoods may seek an appropriate protective order or
other confidential treatment of such confidential information. If
Multifoods shall fail for any reason to obtain a protective order and
Sampson shall be compelled to disclose any such confidential
information, based upon the advice of Sampson's counsel, Sampson may
disclose such information without liability under this Agreement,
provided that Sampson shall give Multifoods written notice of the
information to be disclosed as far in advance of its disclosure as is
reasonably practicable and the name of the party to whom Sampson is
required to disclose such information, and in any event, such disclosure
shall be limited to the specific information that Sampson is legally
required to disclose based upon the advice of Sampson's counsel.
C. Remedies.
Sampson acknowledges and agrees that money damages would not be a
sufficient remedy for any breach or threatened breach by Sampson of his
covenant of confidentiality set forth in Paragraph A of this Section 3;
and that, in addition to all other remedies that Multifoods shall be
entitled to, Multifoods shall be entitled to injunctive or other
equitable relief as a remedy for any such breach or threatened breach.
5. No Waiver.
The waiver by Multifoods or Sampson of a breach by Multifoods or
Sampson, as applicable, of any term of this Agreement shall not operate
or be construed as a waiver of any subsequent breach by Multifoods or
Sampson, as applicable.
6. Governing Law.
This Agreement shall be interpreted under and governed by the laws
of the State of Minnesota.
7. Entire Agreement.
This Agreement contains the entire agreement between Multifoods and
Sampson with respect to the Release and Sampson's covenant of
confidentiality, and supersedes any prior oral or written agreement or
understanding with respect to the subject matter hereof.
IN WITNESS WHEREOF, Multifoods and Sampson have signed and
delivered this Agreement as of the day and year first above written.
WITNESS: INTERNATIONAL MULTIFOODS CORPORATION
/s/Denise M. Kuntz By:/s/ Robert F. Maddocks
Robert F. Maddocks, Executive Vice
President
WITNESS:
/s/Rachael L. Galarneau By:/s/ John E. Sampson
John E. Sampson