Exhibit 10.15
Board of Directors
Eskimo Pie Corporation
901 Moorefield Park Drive
Richmond, Virginia 23236
September 19, 1996
David V. Clark
Eskimo Pie Corporation
901 Moorefield Park Drive
Richmond, Virginia 23236
Dear Dave:
This will confirm my telephone discussion with your counsel, John
Thompson, this morning in which I advised John that in connection with your
voluntary resignation from the employment of, and as a director of, Eskimo Pie
Corporation effective this date as evidenced by your signature to this letter,
the Board of Directors has authorized and directed me to advise you that it has
agreed upon the following:
1. The Company will (a) continue your current salary after the
date of your resignation through September 30, 1998,
regardless whether or not you commence new employment, and
less applicable withholding taxes; (b) provide medical and
dental benefits on the same basis as if you were actively
employed for a period of 24 months from September 30, 1996,
with COBRA running concurrently with this 24-month period;
(c) permit you either to purchase the leased car which you are
currently using at the price stipulated in the lease agreement
or return the car to the Company, in which case the Company
will continue to assume the lease obligations; (d) process
and pay, subject to its normal and customary review procedure,
your current unpaid expense account items, in an amount not to
exceed $9000; (e) pay you for any remaining unused vacation
for 1996; (f) provide for accelerated vesting of the 3492
shares of restricted stock awarded to you under the 1992
Incentive Stock Plan which are still subject to restriction,
such that all remaining restrictions will lapse as of
September 19, 1996; and (g) contribute towards payment for
outplacement services on your behalf for a period of up to two
years, in an amount not to exceed $44,000; all of the
foregoing being contingent, however, upon your execution of
the Release in the form attached to this letter as Appendix
"A". It is understood that this salary continuation,
continuation of benefits and the other preceding provisions of
this paragraph are additional consideration to you and are not
anything to which you are otherwise entitled.
This also will confirm that you will receive the benefits to
which you are entitled under the Company's Executive
Retirement Plan in accordance with the terms of that Plan.
2. I have advised you and am advising you that you should consult
an attorney prior to executing the Release in the form
attached as Appendix "A" and you will have until October 10,
1996 (21 days) to consider executing the Release. Following
your execution of the Release, you will then have a period of
seven (7) days during which time you may revoke the Release,
and thus the Release will not become effective or enforceable
until the seven (7) day revocation period has passed.
3. You agree not to disclose any proprietary or confidential
information you may have acquired or received during your
employment with the Company; provided, however, that this
prohibition shall not apply to information that (a) is or
becomes generally available to the public other than as a
result of a disclosure by you, (b) becomes available to you on
a non-confidential basis from a source other than the Company
or its representatives which source has the right to disclose
it or (c) was known to you on a non-confidential basis prior
to your employment by the Company.
4. You agree to be cooperative in the transfer of your normal job
responsibilities and in the return to the Company of all keys,
credit cards or other items of Company property that may be in
your possession. You also agree not to disparage in any way or
otherwise speak adversely about the Company, its business or
any of its officers or employees.
5. You agree to be available for assistance and consultation
during the salary continuation period. We agree that this is
to be for reasonable and infrequent periods of time, not to
exceed more than 10 hours per month, unless we agree
otherwise.
6. As a condition of this letter agreement, you agree not to
discuss the terms or existence of this letter agreement with
any other person other than members of your immediate family,
and such professional advisors as you deem necessary who also
agree to keep these matters confidential. The continuation of
the salary and benefits, as well as the other provisions
described in paragraph 1 above, shall be conditioned upon your
continued compliance with the provisions of this paragraph 6
and the other provisions of this letter.
7. This letter agreement reflects the entire understanding
between you and the Company regarding the terms of your
resignation and no other provisions, conditions,
representations or warranties have been made to you on behalf
of the Company.
Very truly yours,
/s/ F. Claiborne Johnston, Jr.
--------------------------------
F. Claiborne Johnston, Jr.
On behalf of the Board of Directors
Enclosure
AGREED: /s/ David V. Clark
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David V. Clark
DATED: September 19, 1996
APPENDIX A
GENERAL RELEASE OF CLAIMS
In consideration of the benefits promised me in a certain letter from
the Board of Directors of Eskimo Pie Corporation to me dated September 19, 1996,
the sufficiency of which is hereby acknowledged, I hereby release ESKIMO PIE
CORPORATION, its successors and assigns, together with it and its successors'
and assigns' officers, directors and employees from any and all rights and
claims, including rights and claims which may arise under the Federal Age
Discrimination in Employment Act, whatsoever in law or in equity, which I ever
had, now have, or which I, my heirs, executors, administrators and assigns
hereafter can, shall or may have based upon my employment with the Company which
terminated by my resignation on September 19, 1996, other than any rights, if
any, I may otherwise have under Company-sponsored benefit plans or as set forth
in the above-referenced letter dated September 19, 1996.
This Release is given voluntarily by me and with knowledge of Federal,
state and local laws concerning unlawful discrimination and wrongful discharge.
I fully understand that the execution of this letter agreement by the Company
and the payment of sums pursuant hereto is in no way an acknowledgment by the
Company of any discriminatory, wrongful or improper acts whatsoever. I am aware
that the continuation of my salary is subject to ordinary tax withholding,
including FICA.
/s/ David V. Clark
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David V. Clark
STATE OF VIRGINIA
CITY/COUNTY OF Virginia, to-wit:
I, Rose S. Borkey, a Notary Public in and for the jurisdiction
aforesaid do certify that whose signature appears above, has acknowledged the
same before me in my jurisdiction aforesaid.
My commission expires: May 31, 1997.
Given under my hand and seal this 8th day of October, 1996.
/s/ Rose S. Borkey
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Rose S. Borkey
Notary Public
ESKIMO PIE CORPORATION
By /s/ Arnold H. Dreyfuss
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Arnold H. Dreyfuss
Its Chairman and C.E.O