Exhibit 10.23
SEVERANCE AGREEMENT
This Severance Agreement is made as of the 14th day of February, 1996,
between Seafield Capital Corporation (the "Company") and
____________________________ ("Executive").
WHEREAS, the Company and the Executive are parties to that certain
Termination Compensation Agreement, dated June 27, 1990, as amended by
Amendment No. 1 and Amendment No. 2 to Termination Compensation Agreement
(as amended, the "Termination Agreement"), which provides for a severance
benefit in the event the Executive's employment with the Company is
terminated following a change of control, but does not provide for a
severance benefit if his employment is terminated under other
circumstances; and
WHEREAS, under the provisions of the Termination Agreement, a merger
or consolidation involving the Company does not constitute a change of
control if another party to the transaction either controls or is
controlled by the Company immediately prior to the consummation of the
transaction; and
WHEREAS, the Company has announced that it may consider a merger into
a majority owned subsidiary (such subsidiary being the "merger partner"),
with the subsidiary being the surviving corporation (such merger being the
"Contemplated Merger"); and
WHEREAS, as a result of the Contemplated Merger, the Executive's
employment with the Company is likely to terminate; and
WHEREAS, the Contemplated Merger or any similar transaction is
expected to be preceded by numerous transactions involving most of the
assets of the Company, other than the merger partner; and
WHEREAS, the Company desires to insure that the Executive devotes his
full time, attention, talents and expertise to assisting the Company with
all transactions preliminary to the Contemplated Merger and with such
merger itself, or with respect to any other transaction or series of
transactions which either would constitute a "change of control" under the
Termination Agreement but for the fact that another party to the
transaction(s) either controls or is controlled by the Company, or would
result in a fundamental change in the Company, in any event without the
distractions which otherwise could be expected to be associated with the
related uncertainties of the Executive's near term employment and income
requirements;
NOW, THEREFORE, in consideration of the premises and the continued
devotion by the Executive to his duties with the Company, the Company
agrees with the Executive as follows:
1. Severance Benefit. If either (a) pursuant to the terms of a
transaction, both a Fundamental Change in the Company occurs and the
Executive's employment with the Company terminates or (b) within one year
after a Fundamental Change in the Company, the Executive's employment with
the Company is terminated (actually or constructively) by the Company,
other than by reason of death, normal retirement or permanent disability,
and in connection with a termination of employment under the circumstances
referred to in clauses (a) or (b) of this Section 1 the Executive is not
offered employment with a Kansas City based affiliate of the Company which
includes substantially the same responsibilities and provides for
substantially the same compensation as those associated with the
Executive's current position with the Company, the Company will pay the
Executive as severance compensation an amount equal to 250% of the
Executive's then annual base compensation; provided that the amount of the
severance compensation shall be reduced by the aggregate amount of
dividends paid or declared during the Acceleration Period on those shares
of Company stock (the "Accelerated Shares") issued to the Executive on or
about January 20, 1995 as a result of action taken by the Nominating and
Compensation Committee of the Company's Board of Directors to accelerate
the vesting of certain restricted stock to such date (for purposes of this
provision, the term "Acceleration Period" shall mean the period commencing
on January 20, 1995 and ending as to one half of the Accelerated Shares, on
October 12, 1995, and as to the other one half of the Accelerated Shares,
on October 12, 1996). For purposes of clause (b) above, a substantial
change by the Company in the nature of the Executive's responsibilities or
a substantial reduction by the Company in the Executive's compensation
shall constitute a constructive termination by the Company of the
Executive's employment with the Company. The severance payment due under
this Severance Agreement shall not be considered compensation for purposes
of entitling the Executive to any other employee benefit from the Company.
2. Fundamental Change in the Company. For purposes of this Severance
Agreement, a Fundamental Change in the Company will be deemed to have
occurred if either (a) an event occurs or a transaction is consummated
which would result in a "change of control" for purposes of the Termination
Agreement, but for the provisions of clause (ii) (the "exception clause")
of Section 1 of the paragraph of the Termination Agreement captioned
"Change in Control," or (b) the Contemplated Merger is consummated, or
(c) following an event or series of related events or consummation of a
transaction or a series of related transactions, the assets of the Company,
other than the Company's shares of stock of LabOne, Inc., (the "Non LabOne
Assets") consist primarily of cash, cash equivalents or marketable
securities, or a combination thereof, and the Company shall not have
announced an intention to reinvest a substantial portion of such assets in
operating assets or securities representing control of companies with
active trades or businesses, or (d) the Company's Board of Directors and
shareholders shall have adopted or approved a plan of complete liquidation
and dissolution of the Company, or (e) the Company shall distribute to its
shareholders substantially all of the Company's assets; provided that any
transaction or event or series of related transactions or events which
results in a "change of control" of the Company for purposes of the
Termination Agreement shall not constitute a Fundamental Change in the
Company for purposes of this Severance Agreement.
3. Parachute Payment Provision. If the amount payable hereunder
would constitute a "parachute payment" under Section 280G of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (collectively, "Section 280G"), then notwithstanding anything to
the contrary in section 1 above, the amount of the severance compensation
which the Company shall be obligated to pay pursuant to this Severance
Agreement will not exceed an amount which, when aggregated with all other
payments in the nature of compensation to (or for the benefit of) the
Executive which are contingent on a change in the ownership or effective
control of the Company or in the ownership of a substantial portion of the
assets of the Company (all within the meaning of Section 280G), would be
$1.00 less than three times the "base amount" for the Executive, within the
meaning of Section 280G.
4. Exclusive Benefit. Under the circumstances wherein severance
compensation is owing to the Executive hereunder, payment of such
compensation shall constitute the entire amount due to the Executive with
respect to his termination of employment. The Executive hereby agrees to
accept the terms of the severance arrangement contained herein and further
agrees to release and forever discharge the Company, its successors,
assigns, agents, officers, directors and employees from any and all
actions, claims or demands whatsoever, including but not limited to, any
claim for wrongful discharge or any claim under Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et. seq., the Equal
Pay Act, as amended, 29 U.S.C. Section 206(d), the Age Discrimination and
Employment Act, as amended, 29 U.S.C. Section 621 et. seq., or the Employee
Retirement Income Security Act, as amended, 29 U.S.C. Section 1001 et.
seq., which he has or may hereafter have on account of or which may arise
from or are related to a termination of his employment in connection with
or following a Fundamental Change in the Company or his employment with the
Company prior thereto. The Executive further agrees that in the event of a
Fundamental Change in the Company this Section 4 will constitute a full and
complete settlement of any and all claims whatsoever, now and hereafter
forever, with no reservation of any rights, either stated or implied, other
than the Company's obligations to pay (a) the severance compensation
specified in Section 1 above and (b) amounts which would be due to the
Executive if his termination of employment were unrelated to or more than
three years after a Fundamental Change in the Company, such as amounts for
accrued vacation, unreimbursed Company expenses, amounts due under the
Company's Money Purchase Pension Plan or 401(k) Savings Plan and Trust and
amounts due under any supplemental retirement plan.
5. Waiver. The Company's obligation to pay any severance
compensation provided for in this Severance Agreement shall be conditional
upon the Company's receipt of a Waiver, signed by the Executive after the
right to the severance payment hereunder shall have matured, containing
provisions for release and discharge substantially similar to those
contained in Section 4 above, and the passage of at least seven (7) days
thereafter during which the Company shall not have received notification
from the Executive that he has revoked such Waiver. The Executive hereby
acknowledges that he has been advised and encouraged by the Company to
consult with his own attorney regarding this Severance Agreement, the
provisions of Section 4 above respecting release and discharge and any
Waiver granted by him pursuant to this Section 5.
IN WITNESS WHEREOF, the parties hereto have signed this Severance
Agreement as of the date first above written.
In the event of a Fundamental Change in the Company and the Company's
payment of the severance compensation specified in Section 1 above, this is
a complete and final release of all my claims against Seafield Capital
Corporation.
EXECUTIVE
__________________________________
SEAFIELD CAPITAL CORPORATION
By: _______________________________
David W. Kemper, Chairman of the
Nominating and Compensation
Committee of the Board of
Directors
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
On this ____ day of ________________ in the year 1996, before me, a
Notary Public in and for said state, personally appeared
_______________________________, known to me to be the person who executed
the within instrument and acknowledged to me that he executed the same for
the purposes therein stated.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal at my office in ___________________, the day and year last
above written.
______________________________
Notary Public in and for
Said County and State
My Commission Expires:
______________________