EXHIBIT 10.1
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SENIOR EXECUTIVE
TERMINATION BENEFITS AGREEMENT
AGREEMENT, dated as of ____________ __, 200_, by and between Darling
International Inc. (the "Company"), a Delaware corporation, and ____________
(the "Executive").
W I T N E S S E T H :
WHEREAS, the Executive has made and, if he continues to be employed by
the Company, will continue to make valuable contributions to the productivity
and profitability of the Company; and
WHEREAS, the Company considers that providing severance benefits will
operate as an incentive for the Executive to remain employed by the Company;
NOW, THEREFORE, to induce the Executive to remain employed by the
Company; and to acknowledge the "At Will" status of the Executive's employment
by the Company, and for other good and valuable consideration, the Company and
the Executive agree as follows:
1. CIRCUMSTANCES TRIGGERING RECEIPT OF SEVERANCE BENEFITS.
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The Company shall provide the Executive with the benefits set forth in
Section 3 upon any termination of the Executive's employment for any
reason except the following:
(a) Termination by reason of the Executive's "voluntary
termination." For the purposes of this Agreement,
"voluntary termination" shall mean the voluntary
resignation by the Executive of his employment with
the Company.
(b) "Termination with Cause." For the purposes hereof,
"Cause" shall mean termination of employment of the
Executive by the Company following (1) failure of the
Executive to render services to the Company in
accordance with the reasonable directions of the
Company's Chief Executive Officer or Board of
Directors, which failure shall continue after written
notice from the Company, (2) the commission by the
Executive of an act of fraud or dishonesty or of an
act which he knew to be in material violation of his
duties to the Company (including the unauthorized
disclosure of confidential information) or (3)
following a felony conviction of the Executive; or
(c) Termination upon the Executive's normal retirement.
For the purpose of this agreement, the placement of the Executive on
permanent or long-term disability status as defined by the Company's
long-term disability policy covering the Executive and the death of the
Executive shall not be deemed a termination and shall not qualify the
Executive for the benefits set forth in this agreement.
2. NO ENTITLEMENT OF EMPLOYMENT AND ACKNOWLEDGMENT OF "AT WILL" STATUS.
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This Agreement shall not be construed as and does not constitute a
promise or guaranty of continued employment. In consideration of this
Agreement, the Executive acknowledges and agrees that his employment
with the Company is "At Will". The Executive understands that his
employment with the Company is not for a specified term and is at the
mutual consent of the Executive and the Company and, therefore, the
Company can terminate the employment relationship at will, with or
without Cause.
3. TERMINATION BENEFITS.
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Subject to the conditions set forth in Section 1, and subject to the
mitigation provisions contained in Section 6, the following benefits
(subject to any changes in benefit programs that may occur in the
future and any applicable payroll or other taxes required to be
withheld) shall be provided to the Executive:
(a) Compensation. Commencing on the termination date, the
Executive shall be paid periodically, according to
his unit's wage practices, the amount of his periodic
salary until he has been paid one (1) times his
annual base salary ("Termination Pay Amount") at the
rate in effect on date of the termination of his
employment with the Company (the "Termination Date").
(b) Vacation Pay. Any accrued vacation pay due but not
yet taken at the Termination Date shall be paid to
the Executive on the Termination Date.
(c) Welfare Benefits, etc. The Executive's participation
(including dependent coverage) in any life,
disability, health and dental plans, and any other
similar fringe benefits of the Company (except
business accident insurance and continued
contributions to qualified retirement plans) in
effect immediately prior to the Termination Date
shall be continued, or equivalent benefits provided
by the Company, for a period of one year from the
Termination Date to the extent allowed under the
policies or agreements pursuant to which the Company
obtains and provides such benefits.
The Executive shall not be entitled to any bonus under the Company's
Executive bonus plan for the year in which his termination occurs. The
Agreement shall not affect the Executive's entitlement to benefits
under the Company's retirement plan accrued as of his termination.
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4. OTHER BENEFITS
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Subject to the conditions set forth in Section 1, the following
additional benefits shall be provided to the Executive.
Executive Outplacement Counseling. The Company shall engage an
outplacement counseling service of national reputation, at its own
expense provided that such expense shall not exceed Ten Thousand
Dollars ($10,000), to assist the Executive in obtaining employment,
until the earliest of (i) two years from the Termination Date, (ii)
such date as the Executive has obtained employment, or (iii) until such
time the Company's expenses equal $10,000.
5. ENTIRETY.
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This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained herein and supersedes all
prior and contemporaneous agreements, representations and
understandings of the parties. No supplement, modification or amendment
of this Agreement shall be binding unless referring specifically to
this Agreement and executed in writing by the parties hereto.
6. MITIGATION.
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The Executive is required to mitigate the Termination Pay Amount by
seeking other comparable employment as promptly as practicable after
the Termination Date and amounts due hereunder shall be offset against
or reduced by any amount earned from such other employment. The
benefits provided for in Section 3(c) shall terminate upon the
Executive's obtaining such other employment. The Executive hereby
agrees to notify the Company promptly upon obtaining employment.
7. CONTINUING OBLIGATIONS.
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In order to induce the Company to enter into this Agreement, the
Executive hereby agrees that all documents, records, techniques,
business secrets and other information which have come into his
possession from time to time during his employment by the Company or
which may come into his possession during his employment hereunder,
shall be deemed to be confidential and proprietary to the Company and
the Executive further agrees to retain in confidence any confidential
information known to him concerning the Company and its subsidiaries
and their respective businesses so long as such information is not
publicly disclosed. The obligations of the Executive under this Section
7 shall be in addition to, and shall not limit, any other obligation of
the Executive to the Company with respect to the matters set forth
herein or otherwise.
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8. SUCCESSORS.
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The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession has taken place.
9. GOVERNING LAW.
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The validity, interpretation, construction and performance of this
Agreement shall be governed by the internal laws of the State of Texas.
10. TERMINATION.
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This Agreement shall terminate on December 31, 200_.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the day and year first above set forth.
DARLING INTERNATIONAL INC.
By: ___________________________
Randall C. Stuewe
Chief Executive Officer
EXECUTIVE
By: ___________________________
Printed Name:__________________
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