Exhibit 10.15
Severance Agreement and Release
This Severance Agreement and Release ("Agreement") is entered
into by and between Johnson Outdoors Inc. (hereinafter referred to as
the "Company"), and Carl G. Schmidt ("Executive"). Executive enters
into this Agreement on behalf of himself, his spouse, heirs,
successors, assigns, executors and representatives of any kind, if
any.
WHEREAS, Executive's employment with the Company will
terminate upon Executive's resignation to be effective on the earlier
of September 30, 2000 or the date Executive's successor commences
employment with the Company (the "Resignation Date").
WHEREAS, Executive's employment with the Company will
terminate upon Executive's resignation as of August 31, 2000, even if
no successor has yet commenced employment, provided Executive requests
an early release in writing on or before August 1, 2000. If Executive
requests this early release, the Resignation Date for purposes of this
Agreement shall be September 01, 2000.
WHEREAS, the Company will provide Executive with certain
additional severance benefits beyond those to which he would otherwise
be entitled in exchange for the release of any claims that Executive
may have against the Company, specifically including without
limitation any claims concerning his employment with the Company or
the termination of that employment, and in exchange for Executive's
other promises contained in this Agreement.
WHEREAS, Executive accepts these additional severance
benefits in return for a full release of any claims he might have
against the Company and the other promises contained herein.
THEREFORE, in consideration of the mutual promises and
agreements made herein and the good and valuable consideration
described herein, the sufficiency of which is hereby expressly
acknowledged, the Company and Executive agree as follows:
1. Non-liability. Neither the Company's signing of this
Agreement nor any actions taken by the Company toward compliance with
the terms of this Agreement constitute an admission by the Company
that it has acted improperly or unlawfully with regard to Executive or
that it has violated any state or federal law.
2. Salary and Benefits Continuation. Subject to Executive's
strict compliance with the terms of this Agreement and Exhibit A, the
Company shall provide severance benefits to Executive as follows:
(a) Continuation of Executive's last base salary of $239,900
for the period following the Resignation Date until September 30, 2001
or August 31, 2001 if the Executive requests an early release pursuant
to paragraph 3 (the "Severance Period"), and continued health, life,
dental, and disability coverage under the Company's plans during the
Severance Period. If Executive commences other employment, the Company
shall pay the remaining salary continuation payments to Executive in a
lump sum within ten (10) days of receiving notification
from Executive of his commencement of new employment. Any portion of
such lump sum payment attributable to payments that would otherwise
have been made during the fiscal year 1999/2000 or 2000/2001 shall not
be considered to be earnings for deferred profit sharing, bonus
calculation (except for the 1999/2000 bonus which will be computed
against full fiscal year earnings even if other employment is secured
and the Executive is removed from the payroll before the end of Fiscal
Year 1999/2000), or any other compensation/benefits computation, none
of which shall be paid in the circumstances of this lump sum payment.
Executive may elect to defer receipt of any lump sum payment until
January of the following year, provided that deferral shall not effect
the fiscal year to which portions of the lump sum payment are
attributable for purposes of this paragraph 2(a).
(b) Any accrued but unused vacation time as of the
Resignation Date shall be paid within thirty (30) days of the
Resignation Date.
(c) Continuation of Executive's current benefits during the
Severance Period shall include without limitation, except to the
extent discounted by reason of a lump sum payment attributable to
fiscal years 1999/2000 or 2000/01, as described in paragraph 2(a)
above, participation in the (i) 401(k) Retirement and Savings Plan,
including Company matching contributions; (ii) Company retirement
contributions (sometimes referred to as deferred profit sharing; (iii)
Non-qualified Plan, including Company contributions; ; (iv) the
Company's health, life, dental and disability coverage plans.
(d) Executive outplacement services provided by the Lawrence
& Allen firm. The Company shall, prior to the Resignation Date, allow
Executive reasonable scheduling flexibility during normal business
hours to allow him to utilize such outplacement services or to pursue
other alternative employment, but such scheduling must be approved by
Helen P. Johnson-Leipold.
(e) Use of Company-provided equipment during the Severance
Period until Executive accepts new employment.
(f) Bonus for current 1999/2000 fiscal year to be based on
actual results, computed against full fiscal year base salary
earnings. Salary continuation payments during Fiscal Year 2000/2001
will be used to compute Executive's 2000/2001 bonus payout as follows:
at target for MBO portion, and the financial portion to be paid at the
lesser of actual results or target.
(g) All vested and non-vested stock options will expire
thirty (30) days after the end of Executive's Severance Period.
(h) If at the end of Severance Period Executive has not been
offered appropriate new employment, salary continuation (as described
in paragraph 2(a)) and benefits continuation (as described in
paragraph 2(c)) will be extended by the Company on a month-to-month
basis, but not to exceed a total of three (3) additional months. Such
salary and benefit continuation shall occur only if Lawrence & Allen
certifies to the Company that Executive has made all reasonable and
concerted efforts to find and obtain appropriate new employment
commensurate with his responsibilities and compensation with the
Company.
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(i) In the event of Executive's death prior to completion of
the Severance Period, any remaining salary continuation, bonus or
other payments shall be made to Executive's spouse (or in the event of
her death to Executive's estate) with coverage also continuing for
Executive's spouse and dependants under the Company's health, dental
and disability plans for any balance of the Severance Period.
3. Release of All Claims. In consideration for the promises
contained in this Agreement, Executive and the Company, including its
subsidiary, related and affiliated companies, if any, and its and
their past and present directors, officers, employees, agents,
shareholders, insurers, attorneys, assigns and other representatives
of any kind, (collectively referred to in this Agreement as "Released
Parties"), hereby release and discharge one another from any and all
claims, liabilities or causes of action of any kind, arising through
the date Executive executes this Agreement, including, but not limited
to, any claims liabilities or causes of action arising in connection
with Executive's employment or termination of employment with the
Company, or in any way related to Executive's relationship with the
Company or any of the Released Parties. Executive hereby releases and
waives any claim or right to further compensation, salary, bonuses,
commissions, benefits, damages, penalties, attorneys' fees, costs or
expenses of any kind from either the Company or any of the other
Released Parties, except as provided herein. Executive and the Company
further agree not to file, pursue or participate in any claims,
charges, actions or proceedings of any kind against one another or any
of the Released Parties with respect to termination of employment, or
in any way related to Executive's relationship with the Company or any
of the Released Parties (other than for enforcement of this Agreement
or pursuing a claim for unemployment compensation benefits to which
Executive may be entitled).
Executive's release of the Company and the Released Parties
specifically includes, but is not limited to, a release of any and all
claims under state or federal wage payment laws; state and local fair
employment law(s); the Wisconsin Fair Employment Act; Title VII of the
Civil Rights Act of 1964; Section 1981 of the Civil Rights Act of
1866; the Civil Rights Act of 1991; the Age Discrimination in
Employment Act of 1967; the Older Workers Benefit Protection Act of
1990; the Americans With Disabilities Act; state or federal family and
/or medical leave acts; the Consolidated Omnibus Budget Reconciliation
Act of 1985; the Employee Retirement Income Security Act of 1974; and
any other federal, state or local laws or regulations of any kind,
whether statutory or decisional. This release also includes, but is
not limited to, a release of any claims for wrongful termination,
tort, breach of contract, defamation, misrepresentation, violation of
public policy or invasion of privacy.
4. Covenant Not To Sue. Executive and the Company represent
that neither has brought, and each respectively covenants and agrees
not to bring or cause to be brought, any charges, claims, demands,
suits or actions in any forum, against one another or any of the
Released Parties, arising out of, connected with or related in any way
to Executive's dealings with the Company or any of the Release Parties
that occurred prior to the effective date of this Agreement,
including, without limitation, Executive's employment or the
termination of that employment; provided, however, that neither party
shall be prevented from enforcing the terms of this Agreement. In the
event that Executive brings an action to invalidate this Agreement,
Executive covenants and agrees that prior to the commencement of such
action, he shall tender back to the Company all consideration paid to
him pursuant to the terms of this Agreement up to
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the date such action is instituted. Executive acknowledges and
understands that all non-vested Company benefits provided under this
Agreement will also cease as of the date such action is instituted and
that no further consideration or benefits will be provided by the
Company during the pendency of such action.
5. Confidentiality. Executive acknowledges that during the
course of his employment with the Company, he has been entrusted with
certain personnel, business, financial, technical, sales, marketing,
customer and other proprietary information and materials which are the
property of the Company and which involve confidential information
concerning the Company's products, dealings, strategies, plans and
employees. Executive agrees that during the Severance Period and the
two (2) years following the Severance Period, he will not communicate
or disclose to any third party, or use for his own account or benefit
or for the benefit of any other person or entity, without the prior
written consent of the Company, any of the above-mentioned information
or material, except as required by law, unless and until such
information or material has become generally available to the public
through no fault of Executive's. In the event the disclosure of such
information is required by law, Executive agrees that he will give
immediate written notice to the Company so as to enable it to seek an
appropriate protective order. This confidentiality obligation is
undertaken in addition to Executive's other confidentiality
obligations to the Company, for example, pursuant to the MANAGEMENT
EMPLOYEE AGREEMENT and the POLICY GUIDELINES ON STANDARDS OF BUSINESS
CONDUCT AND LEGAL COMPLIANCE, all of which survive and remain in full
force and effect.
6. Noncompetition. During the Severance Period, Executive
promises that he shall not provide any services as employee,
consultant or otherwise, that are similar to those services he
provided to the Company as Chief Financial Officer, to, for or on
behalf of any entity that is listed in Exhibit B by its commonly known
name, or any affiliate of those entities.
7. Notice of Employment/Agreement. For a period of two (2)
years from the date of this Agreement, Executive shall notify the
Company, prior to accepting employment or other engagement, of the
identity of the new employer or contracting party and the nature of
the proposed employment duties or services. Such notice must be in
writing and must be faxed and mailed to the Company's Chief Executive
Officer.
8. Return of Company Property and Information.
(a) Executive represents that he has returned or will return
no later than the Resignation Date, to the Company the originals and
all copies of any business records or documents of any kind belonging
to, or related to, the Company, regardless of the sources from which
such records were obtained, together with all notes and summaries
relating thereto. Additionally, Executive shall return to the Company
no later than the Resignation Date all keys, security passes and other
means of access to the Company's offices and other facilities.
(b) Executive represents that he shall also promptly return
to the Company any and all computer software belonging to the Company,
including any and all program and/or data disks, manuals and all hard
copies of Company information and data, and shall disclose to the
Company any and all passwords utilized by Executive with regard to the
Company's computer system, hardware and software so that the Company
has immediate, full and complete
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access to all of the Company's data and information stored, used and
maintained by Executive, or to which Executive had access. Executive
will be allowed to retain his computer and its peripheral equipment.
9. Disclosure of Any Noncompliance. Executive acknowledges
and agrees that it is the Company's policy, communicated to him and
other Executives, that Executives are required to bring to the
Company's attention any incidents of misconduct or wrongdoing in the
area of regulatory compliance, both governmental and industry.
Executive hereby affirms that he has acted in accordance with such
policy and that he has no knowledge of any such incident which he has
not previously brought to the attention of the Company in writing.
10. Assistance. Executive shall, for a period of three years
after the date of this Agreement, provide all reasonable assistance to
the Company that may be requested by the Company for the investigation
and/or defense of claims made against the Company that in any way
refer or relate to any of Executive's areas of responsibility for the
Company. Additionally, during the Severance Period Executive shall
provide reasonable assistance as requested by the Company to
facilitate a smooth transition of Executive's former job duties. The
Company shall reimburse Executive for all reasonable out of pocket
expenses incurred by Executive in the provision of such assistance.
11. Intellectual Property. Executive agrees that all ideas,
inventions, trade secrets, know-how, documents and data of any kind
developed in connection with or pursuant to his employment with the
Company, is and shall remain the exclusive property of the Company.
12. Non-disparagement. Executive shall not disparage,
discredit or otherwise refer to the Company or any individual members
of its Executive Committee in a detrimental or negative manner.
Similarly, the Chairman and his/her direct reports shall not
disparage, discredit or otherwise refer to Executive in a detrimental
or negative manner. If it is judicially determined that the Executive
has violated this Section 12 of the Agreement, and that the Company
has been materially damaged thereby, he shall repay to the Company the
benefits received pursuant to paragraph 2 of this Agreement and shall
be required to reimburse the Company for all of its costs, including
reasonable attorneys' fees. If it is judicially determined that
Executive has not violated this paragraph 12, or that the Company has
not been materially damaged by any alleged violation, the Company
shall be required to reimburse Executive for all of his costs of
defending such action, including reasonable attorney's fees.
13. Confidentiality of this Agreement. Executive agrees to
keep the terms of this Agreement completely confidential, to the
extent such information is not required to be disclosed in public
documents of the Company, except that he may share the information
with his immediate family, attorney or tax advisor, if any, and
Lawrence & Allen, who will also be bound by this confidentiality
provision.
14. Sole Inducement. In order to induce the Company to
provide him the consideration recited in this Agreement, Executive
voluntarily executes this Agreement, acknowledges that the only
consideration for executing this Agreement is that recited herein, and
that no other promise, inducement, threat, agreement or understanding
of any kind has been made by anyone to cause him to execute this
Agreement. Executive understands that he has a
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right to seek advice of counsel (at his own expense) regarding this
Agreement, and Executive confirms that he has consulted with and
received the advice of an attorney of his choice.
15. Rights to Consider and Revoke. Executive hereby
acknowledges that the benefits provided for in this Agreement are
greater than those to which he otherwise would be entitled by any
contract, employment policy, or otherwise. Executive further
acknowledges that he is entering into this Agreement voluntarily, that
he has had more than twenty-one (21) days to consider the provisions
set forth in this Agreement, or has voluntarily waived the twenty-one
(21) day consideration period upon advice of counsel, and that he has
been advised to seek advice of counsel regarding this Agreement prior
to signing it. For a period of seven (7) days following his signing of
this Agreement, Executive may revoke this Agreement by doing so in
writing, and this Agreement will not become enforceable or effective
until the revocation period has expired.
16. Effect of Breach. In the event that a court of competent
jurisdiction determines that Executive has materially breached any of
the promises contained in this Agreement, the Company shall be
entitled, as of the date of the material breach, to immediately
terminate, and be relieved of making, all remaining severance payments
and other benefits. Any such termination, however, shall not relieve
Executive of any of the obligations contained in this Agreement, all
of which shall remain in full force and effect.
17. Attorneys' Fees. In the event that a court of competent
jurisdiction determines that either party has materially breached this
Agreement, in addition to any damages awarded, the breaching party
shall pay the non-breaching party's reasonable attorneys' fees and
costs incurred in each and every such action, suit or other
proceeding, including any and all appeals or petitions therefrom.
Notwithstanding the foregoing, any action for violation of paragraph
12 of this Agreement shall be subject to the provisions provided
therein with respect to fees, costs and damages.
18. Resignation Announcement. The Company and Executive agree
that any public announcement of Executive's resignation shall be
mutually agreed upon as to both contents and timing prior to its
release.
19. Entire Agreement. This Agreement sets forth the entire
agreement between the Company and Executive and supersedes all prior
oral and written agreements between the parties except any restrictive
covenants which remain binding on the Executive. This Agreement cannot
be amended or modified, except in writing signed by Executive and
agent of the Company specifically authorized to sign on behalf of the
Company in this matter.
20. Severability. If any portion of this Agreement is found
to be unenforceable, all other portions that can be separated from it,
or appropriately limited in scope, shall remain fully valid and
enforceable.
21. Execution. This Agreement, or any amendment hereto, may
be signed in any number of counterparts, including counterparts signed
and delivered by fax transmission, each of which shall be and deemed
an original, but all of which taken together shall constitute one
agreement (or amendment as the case may be).
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EXECUTIVE FULLY UNDERSTANDS THE MEANING AND INTENT OF THIS
AGREEMENT AND ITS FINAL AND BINDING EFFECT ON HIM.
IN WITNESS WHEREOF, Executive and the Company, by its duly
authorized agent, have each placed their signatures on the dates
indicated below.
/s/ Carl G. Schmidt Date: 6/9/00
- ---------------------------------------------- ------
Carl G. Schmidt
JOHNSON OUTDOORS INC.
By /s/ Helen P. Johnson Leipold Date: 6/9/00
------------------------------------------- ------
Helen P. Johnson-Leipold
Chairman and Chief Executive Officer
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Exhibit A
TRANSITION EXPECTATIONS
BEHAVIORS
o Outwardly exhibits no behaviors that would indicate you are
leaving (i.e. - maintain positive demeanor with all
employees), except to the extent agreed to by the Company as
necessary to transition job duties and responsibilities.
o In concert with above, maintains a positive outlook with any
external contacts and has no discussion regarding upcoming
separation from the Company.
BUSINESS EXPECTATIONS
o All financial reporting obligation timelines continue to be
met, as well as other reasonable projects as assigned by
Helen.
o Regarding any key external contacts that you have developed
strong relationships with, that you facilitate a transition
of said contacts to Helen or others, as assigned by Helen, in
a manner that would not raise questions regarding your
upcoming resignation.
o You make yourself available to your replacement, upon
reasonable notice and at reasonable times as mutually agreed
between yourself and your replacement, while you are under
salary/benefit continuation or after any lump sum payment,
for a maximum of five days in the 45-day period after your
replacement starts employment.
o You agree to and understand, that at the sole discretion of
Helen, that you may be excluded from future meetings during
your period of "active employment".
o You agree to attend and actively participate in all Investor
Relations presentations during the period of "active"
employment.
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EXHIBIT B
Coleman
Watermark
Mares
Brunswick
K-2
Aqualung
Northface
VF Corporation
Suunto
Confluence
Pelican
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