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EXHIBIT 10.23
[Enodis LETTERHEAD]
May 31, 2002
Mr. David Odum
1717 Los Alamos
Punta Gorda, FL 33950
Dear Dave:
Reference is made to the letter agreement dated as of October 1,
2001 (the "Employment Agreement") from Enodis Corporation to you in
connection with your employment by the Company and certain of its divisions
and/or subsidiaries. (Capitalized terms used herein and not otherwise defined
shall have the same meaning ascribed to such term in the Employment
Agreement.) The purpose of this letter is to confirm our discussions and
agreement relating to the termination of your employment with the Company.
1. The last day of your employment by Enodis Corporation and any of
its divisions, subsidiaries or affiliates (the "Company") will be May 31,
2002 (the "Termination Date") and that as of the Termination Date you hereby
resign as an officer and director of the Company. From time to time during
the six months immediately following the Termination Date, you will make
yourself reasonably available to and shall otherwise cooperate with the
Company to render advice and assistance in connection with the Company's
business and any litigations or proceedings involving the Company, and you
agree to continue thereafter to cooperate with the Company and make yourself
reasonably available to the Company at a reasonable hourly or per diem rate
in connection with any claims, litigations or proceedings brought by or
against the Company.
2. You understand and agree that the announcement of your intended
departure will be made in May, when the Company announces its half year
results. You and the Company will cooperate with each other to make a smooth
transition and to put an upbeat tone on your departure.
3. In accordance with the terms of your Employment Agreement and in
consideration of your release of the Company as set forth therein, the
Company will provide the following:
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(a) You will continue to receive your base salary at the
rate of $324,500 per annum ("Base Salary") and other benefits through the
Termination Date.
(b) You acknowledge that you are not entitled to any bonus
in respect of the Company's 2002 fiscal year. You will receive all of your
Executive Benefits, as described in Paragraph 3 of the Employment Agreement,
through the Termination Date.
(c) The Company will pay your accrued and unused vacation
as of the Termination Date at the rate of $ 889.04 per day. As of the date
hereof, assuming no further vacation days are used prior to the Termination
Date, you will have twenty-two (22) days of unused vacation as of the
Termination Date.
(d) The Company will pay your Termination Payment of 24
months' Base Salary in a lump sum on the Termination Date instead of the
manner provided in Paragraph 10 of the Employment Agreement. You acknowledge
that Paragraphs 9, 10, 11 and 12 of the Employment Agreement will cease to
have any further force or effect as of the date of this Agreement.
(e) All of your outstanding stock options shall expire and
cease to be exercisable on the Termination Date, unless such options
otherwise expire by their terms prior to such date and you acknowledge that
you shall have no right to be granted any new stock options after the date of
this Agreement.
(f) The Company will make an additional payment to you of
$18,000, subject to applicable withholding, within five (5) business days
following the Termination Date.
4. You agree that you will not, directly or indirectly, on your own
behalf or on behalf of any person, firm or corporation (i) for a period of
one year from and after the Termination Date, engage in or participate in any
business, as an owner, employee, consultant, officer, director, contractor or
otherwise which is engaged in the design, manufacture, sale, marketing or
distribution of commercial retail refrigeration equipment of the type
manufactured and sold by the Company's Kysor/Warren, Kysor Panel Systems and
Austral businesses. You acknowledge that the restrictions in Paragraph 8 of
the Employment Agreement shall remain in full force and effect in accordance
with its terms, all of which shall be deemed incorporated herein. The parties
acknowledge that if you breach the terms of this Paragraph, the Company shall
suffer irreparable damages which will be impossible to measure in money
damages and will not have an adequate remedy at law. Accordingly, in the
event of any such breach or threatened breach, the Company shall be entitled
to injunctive or other equitable relief, without the necessity of posting a
bond, and you hereby waive any claim or defense that the Company has an
adequate remedy at law, and you shall not urge in any such action or
proceeding the claim or defense that the Company has an adequate remedy at
law, and you shall not urge in any such action or proceeding the claim or
defense that any such remedy at law exists.
5. You acknowledge that the period of your entitlement to post
termination medical coverage under COBRA will commence on July 1, 2002.
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6. RELEASE. (a) You hereby agree on behalf of yourself, your heirs,
administrators, executors and assigns, to release and forever discharge the
Company, its affiliates, predecessors, officers, directors, employees,
trustees, administrators, agents, employee benefit plans and their
fiduciaries, or other representatives of the Company, and their successors
and assigns (collectively the "Released Parties"), from any and all suits,
debts, claims, demands, judgments, actions, charges and causes of action of
any nature or kind whatsoever, which you now have or have ever had to the
date of this Agreement and between the date hereof and the Termination Date
against the Released Parties, or any of them, including, without limitation,
any claims or charges under federal, state or local laws, concerning civil
rights, age discrimination, employee benefits, wrongful discharge or workers'
compensation, or any claims which may have arisen in connection with your
employment with the Company or the termination thereof. You agree and
understand that this Agreement releases any claim of age discrimination that
you may have against the Company under the Federal Age Discrimination in
Employment Act. You acknowledge and agree that except as set forth in
subparagraph a)0 below, the release provided in this Agreement will
constitute a "general release," and will extend to all claims, whether or not
known to or suspected by you prior to the execution of this release.
(b) This Paragraph a) is not intended to release, diminish
or otherwise affect your rights under: (i) any vested monies or other
benefits to which you might be entitled under or pursuant to the Company's
401(k) plan, deferred compensation or similar plans, (ii) the obligations of
the Company under this Agreement; and (iii) any rights you may have in
connection with your service as an officer, employee or agent of the Company
to be represented, reimbursed, or indemnified by the Company under any law,
corporate by-law or agreement, or under any insurance or similar program, in
connection with any court action, arbitration or other litigated proceeding
not initiated by you or by a third party on your behalf, or to pursue an
action for the purpose of enforcing any such rights.
7. It is agreed that by entering into this Agreement, neither you
nor the Company make any admission of any failings or wrongdoing. Neither you
nor the Company, its officers, directors and affiliates shall make any
defamatory statements or remarks about the other.
8. You also will receive reimbursement for business travel or other
appropriate business expenses that you have incurred prior to the Termination
Date in compliance with Company travel and entertainment expense policies,
assuming that you have submitted all necessary paperwork under Company
policy. You agree that you will submit any outstanding paperwork for business
expenses no later than the Termination Date, which shall thereafter be
processed in accordance with normal policy.
9. Except for the payments provided for herein, you agree and
acknowledge that the Company has paid you all of your wages, commissions,
bonuses and accrued vacation pay or other compensation payments of every kind
through the date hereof.
10. You further warrant and agree that you will not disclose to any
person, firm, corporation, association or other entity any confidential
information concerning the Company which was acquired during the course of
your employment. On the Termination Date, you will return all Company
property in your possession, except as otherwise provided in this Agreement.
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For purposes of this Agreement, confidential information shall mean and
include all non-public information, knowledge and data concerning the Company
and its affiliates, its business, customers and affairs including, without
limitation, all proprietary information, trade secrets, business plans and
projections, sources of supply, pricing information, know-how, analyses,
compilations, patents, unannounced projects and internal practices and
procedures. Confidential information shall not include information which (i)
is or becomes generally available to the public other than as a result of a
disclosure by you, or which can be reasonably ascertained by others in the
same industry who are reasonably versed in the affairs of that industry, (ii)
was within your possession prior to it being furnished to you by or on behalf
of the Company, provided that the source of such information was not bound by
a confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality with respect to such information or (iii)
becomes available to you on a non-confidential basis from a source other than
the Company or its affiliates, provided that such source is not bound by a
confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to the Company of its affiliates or other party
with respect to such information.
11. You and the Company understand and agree that the terms and
conditions of this Agreement, the existence of this Agreement and the
circumstances giving rise to it are confidential and that neither will
discuss any of the same, orally or in writing, with anyone (other than your
spouse, attorney, CPA, or financial advisor, or, with respect to the Company,
with employees, agents, counsel and other professionals on a need-to-know
basis), unless subpoenaed or otherwise required by law to disclose the terms
or conditions. You acknowledge that because of your position with the
Company, the Company is required to make certain disclosures. Nothing in this
provision is intended to undermine obligations you or the Company may have to
comply with applicable securities laws, rules and/or regulations. You warrant
that you have not engaged in any conduct that would violate this Paragraph
prior to entering into this Agreement.
12. You understand and agree that the obligations of the Company
under this Agreement are conditioned upon your compliance with your
obligations under this Agreement and that failure by you to comply with your
obligations herein shall entitle the Company to recover from you the payments
paid to you under Paragraph 0 of this Agreement.
13. You warrant and acknowledge that you have been advised by the
Company: that you should consult with an attorney of your choice concerning
this Agreement; that you have 21 days from the date of receipt of this
Agreement to decide whether to agree to it; that this Agreement other than
your resignation as an officer and director of the Company, may be revoked by
you at any time within seven days following your signing of it; and that
revocation of the Agreement renders it null and void other than your
resignation as an officer and director of the Company. By signing this
Agreement, you further warrant that no promise or inducement has been offered
to you to enter into this Agreement except as expressly set forth herein,
that this Agreement is executed without reliance upon any statements or
representations by the Company except as expressly set forth herein and that
you execute this Agreement freely and voluntarily with full knowledge and
understanding of its contents on the date indicated below.
14. This Agreement shall be binding on the parties and upon their
respective heirs, administrators, representatives, executors, successors and
assigns and shall inure to their benefit
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and to that of their respective heirs, administrators, representatives,
executors, successors and assigns.
15. You acknowledge that under this Agreement you are receiving
substantial benefits to which you are not otherwise entitled and such
benefits represent fair and adequate consideration for your undertakings
herein, including, without limitation, the undertakings under Paragraphs 0
and a) hereof.
16. This Agreement and the Employment Agreement as hereby modified
sets forth the entire agreement between the parties concerning the matters
discussed herein. The provisions of this Agreement are severable, and if any
part of the Agreement is found to be unenforceable, the other paragraphs
shall remain fully valid and enforceable. The terms of the Employment
Agreement other than those contained in Paragraphs 9, 10, 11 and 12 shall
continue in full force and effect in accordance with their terms following
the date hereof.
17. This Agreement shall be governed and construed in accordance
with the laws of the State of Florida.
ENODIS CORPORATION
By: /s/ David McCulloch
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Name: David McCulloch
ENODIS PLC
By: /s/ Andrew Allner
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Name: Andrew Allner
Title:
ACCEPTED AND AGREED:
/s/ David Odum
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David Odum
Date: May 21, 2002