EXHIBIT 10.21
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT dated as of December 1, 1999, is between Isolyser
Company, Inc., a Georgia corporation (the "Company"), and Peter Schmitt, a
Georgia resident ("Employee").
RECITALS:
R1. The Company and Employee entered into that certain Employment Agreement
(the "Employment Agreement") bearing an effective date of March 12, 1998, in
accordance with which the Company employed Employee.
R2. With due regard to the recent divestitures completed by the Company and
other factors considered, Employee desires to resign and Company desires to
accept the resignation of Employee upon and subject to the terms and conditions
of this Severance Agreement.
NOW, THEREFORE, for good and valuable consideration and intending to be
legally bound, the parties agree as follows:
1. Resignation. Employee hereby resigns as an employee of the Company
effective February 1, 2000 (the "Effective Date"), and the Company hereby
accepts such resignation. Such resignation is by mutual agreement and not for
"Cause" or "Good Reason" as defined in the Employment Agreement.
2. Severance. In consideration of Employee's release set forth in Section 4
below, and the other covenants and undertakings herein, the Company agrees to
make a severance payment to Employee of $162,500 promptly following the
Effective Date of Employee's resignation. Such payment shall be reduced by all
applicable federal and state withholding obligations. The Company shall pay the
cost of medical and dental COBRA coverages for the continued benefit of Employee
and his dependents for a period terminating on the earlier of (a) twelve months
after the Effective Date of Employee's resignation or (b) the commencement date
of equivalent benefits from a new employer, provided Employee's continued
participation is possible under the general terms and provisions of such plan.
Employee shall not be entitled to any consulting fees set forth in Section 12 of
the Employment Agreement until following the first anniversary of the Effective
Date of Employee's resignation.
3. Stock Options. Employee holds the stock options issued by the Company
identified on Exhibit A attached hereto and incorporated herein by reference.
Provided Employee's employment shall not have been terminated for Cause as set
forth in the Employment Agreement prior to the Effective Date of Employee's
resignation, (a) all of Employee's stock options shall become vested on the
Effective Date of Employee's resignation, and (b) the expiration of Employee's
stock options shall occur on the second anniversary of the Effective Date of
Employee's resignation rather than three months following Employee's termination
of employment with the Company, such resignation being deemed a retirement for
purposes of the Company's Stock Option Plan.
4. Release. In consideration of the covenants of the Company in favor of
the Employee as set forth in this Severance Agreement, the receipt and
sufficiency of which is hereby acknowledged, Employee, on behalf of himself, his
heirs, executors, administrators, successors and assigns, hereby releases and
forever discharges the Company and each of its present and former officers,
directors, employees, agents, attorneys, insurers, affiliates, parents,
subsidiaries and representatives (collectively, the "Released Parties") from any
and all claims (including but not limited to costs and attorneys fees) of
whatever kind or nature, joint or several, under any federal, state or local
statute, ordinance or under the common law, including, but not limited to, Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Older Workers' Benefit Protection
Act, and any other employment discrimination law, as well as any other claims
based on the constitutional, statutory, common law or regulatory grounds, that
he has now or may have in the future against the Released Parties, whether known
or unknown, which are based on acts or omissions arising or occurring prior to
the date of this Severance Agreement. Notwithstanding the foregoing, that
certain Indemnity Agreement effective as of May 8, 1997 (the "Indemnity
Agreement"), between the Company and Employee shall remain in full force and
effect in accordance with its terms.
5. Ratification. Except as affected hereby, the terms and provisions of the
Employment Agreement are hereby ratified and confirmed by Employee, including,
without limitation, the protective covenants set forth in Section 9 of the
Employment Agreement, which shall remain in full force and effect.
6. Cancellation of Agreement. The Company may at its election upon notice
to the Employee terminate this Severance Agreement in the event of any
termination of Employee's employment for Cause in accordance with the Employment
Agreement prior to the Effective Date of Employee's resignation, in which event
this Severance Agreement shall be of no further force or affect. The Employee
may in his sole and absolute discretion elect to terminate this Severance
Agreement and elect not to resign his employment at any time prior to the
Effective Date of his resignation by notice to the Company, in which event this
Severance Agreement shall be of no further force or effect.
7. Outplacement. Services. To the extent requested by Employee, Company
shall provide to Employee through Wright and Associates up to four months of
outplacement services following the Effective Date of Employee's resignation
hereunder.
8. Miscellaneous. This Severance Agreement may be executed in multiple
counterparts, each of which shall be deemed an original. All payments made and
benefits provided to Employee under this Severance Agreement shall be net of any
tax required to be withheld by the Company under applicable law. This Severance
Agreement shall be governed in accordance with the laws of the State of Georgia.
This Severance Agreement and all of the terms, provisions and conditions hereof
shall be binding upon and inure to the benefit of be enforceable by the
successors, heirs and personal representatives of Employee and the Company.
Nothing contained herein shall restrict, alter or amend the Indemnity Agreement.
Any notices required or permitted by this Severance Agreement shall be in
writing delivered, in the case of the Company, to the attention of the President
of the Company and, in the case of the Employee, to the Employee's last known
residence address as set forth on the books and records of the Company.
2
IN WITNESS WHEREOF, the parties have caused this Severance Agreement to be
executed and delivered as of the date first above written.
ISOLYSER COMPANY, INC.
By:________________________________
Title:_____________________________
___________________________________
Peter Schmitt