Exhibit 10.19
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SEPARATION AGREEMENT, WAIVER AND RELEASE
This Separation Agreement, Waiver and Release ("Agreement")
sets forth the complete terms under which the employment of T. H.
Faucett with DIMON Incorporated will end.
1. Recitals.
a. Each reference in this Agreement to "DIMON" shall include
DIMON Incorporated, and any of its current or former divisions,
parents, subsidiaries, affiliates, shareholders, owners, officers,
directors, employees, servants, attorneys, agents, representatives,
predecessors, successors, and assigns.
b. Each reference in this Agreement to "Faucett" shall
include T. H. Faucett, and any of his agents, attorneys, personal
representatives, executors, administrators, heirs, beneficiaries,
successors, and assigns.
2. Conclusion of Employment.
Faucett acknowledges that he has voluntarily resigned from all
of his duties as an employee of DIMON effective June 30, 1996.
Faucett acknowledges that, as of March 31, 1996, he has resigned as
an officer of DIMON and that he no longer has any authority to act
on behalf of DIMON, and Faucett shall not hold himself out as an
employee or representative of DIMON for any purpose. Faucett
agrees that he will not seek further employment with DIMON, and he
specifically waives and renounces any claim for employment with
DIMON at any time after June 30, 1996.
3. Retirement Benefits.
As of July 1, 1996, Faucett may receive the benefits provided
under the DIMON Incorporated Savings and Profit Sharing Plan and
the Retirement Plan for Employees of Dibrell Brothers and
Subsidiary Companies (the "Retirement Plan"). Faucett will also be
eligible to receive any benefit that he has accrued under the
component of the Dibrell Brothers Incorporated Pension Equalization
Plan that restores the Retirement Plan benefit that Faucett could
not accrue on account of Section 401(a)(17) of the Internal Revenue
Code of 1986, as amended.
4. Cash Bonus Award.
If a "Bonus Award" is made under the DIMON, Incorporated Cash
Bonus Plan for the fiscal year ending June 30, 1996, Faucett will
receive the Bonus Award approved for him. Such Bonus Award shall
be in the amount that Faucett would have received had he not
terminated employment pursuant to this Agreement.
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5. Special Separation and Retirement Benefits.
a. DIMON agrees to pay Faucett his regular base salary of
$15,000 per month through June 30, 1996. DIMON will make such
payments on the regularly scheduled pay periods. These payments
will be reduced by the amounts required by law to be withheld and
paid to the appropriate taxing agencies and by such other amounts
authorized by Faucett. Faucett shall also be entitled to continued
use of his company car through June 30, 1996.
b. DIMON agrees that through June 30, 1996 Faucett and his
spouse may continue to participate in any employee benefit plan in
which they were eligible to participate as of March 31, 1996, or in
any successor plan should DIMON amend or terminate any such plan
prior to June 30, 1996. Faucett will remain responsible for his
share of any premium, co-payments or deductibles under the
respective plans. If Faucett accepts other employment prior to
June 30, 1996, DIMON's obligation to continue Faucett's health and
life insurance benefits under this Agreement shall cease on the
date Faucett becomes eligible for coverage under the new employer's
insurance benefit plans or June 30, 1996, whichever occurs sooner.
Faucett shall be eligible to participate as a retiree under the
terms of DIMON's health and life insurance plans. DIMON
acknowledges that Faucett's rights under COBRA will begin July 1,
1996.
c. In addition to any benefit available under the Retirement
Plan, DIMON will provide Faucett an annuity benefit equal in value
to a single life annuity paying $8,500 per month commencing July 1,
1996 and ending with the payment due for the month in which Faucett
dies. The annuity benefit will be provided in the same form as the
form of annuity in which Faucett elects to receive his benefit from
the Retirement Plan. The monthly annuity payments will also be
adjusted according to the actuarial assumptions and methods applied
under the Retirement Plan if Faucett elects to receive the annuity
in a form other than a single life annuity.
d. Faucett and DIMON acknowledge that the payments described
in Section 5c are in lieu of the Special Supplemental Retirement
Benefit to which he would otherwise be entitled pursuant to Article
6 of his Employment Agreement with Dibrell Brothers, Incorporated
dated January 13, 1995. Faucett acknowledges and agrees that he is
not entitled to any additional compensation from DIMON of any type
or nature, including but not limited to any salary, bonus,
commission, or pay in lieu of any benefits.
e. DIMON shall provide to Faucett access to the listing of
position openings maintained by the outplacement firm Drake Beam
Moran through December 31, 1996.
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6. Exercise of Stock Options.
Through his employment with Dibrell Brothers Incorporated
("Dibrell"), on August 21, 1991, August 24, 1992, August 26, 1993,
and August 25, 1994, Faucett was granted options to purchase
Dibrell stock (which now cover DIMON stock) (the "Dibrell
Options"). In connection with Faucett's voluntary resignation from
employment with DIMON, as part of the consideration for this
Agreement, and notwithstanding any agreement to the contrary,
Faucett will be permitted to exercise all or part of each Dibrell
Option until the expiration date of such option; provided, however,
that no Dibrell Option may be exercised more than one year after
Faucett's death. Faucett may exercise those options as they become
exercisable in accordance with their original terms,
notwithstanding his voluntary resignation from employment, and in
a manner consistent with the terms of the Dibrell Options.
7. Waiver, Release, and Covenant Not to Sue.
a. In exchange for the consideration provided by this
Agreement, Faucett forever waives, releases, and covenants not to
sue with respect to any claim against DIMON, including but not
limited to all claims arising from or relating in any way to his
employment with DIMON or any other act, event, or communication
occurring prior to the execution of this Agreement, whether such
claims are now known or may hereafter be discovered. In addition to
any other claims, Faucett specifically waives, releases, and
covenants not to sue with respect to any claims under the Age
Discrimination in Employment Act of 1967, as amended.
b. Faucett does not waive any rights or claims that may
arise after the date this Agreement is executed.
8. Covenant to Maintain Confidentiality.
a. Faucett acknowledges that during his employment with
DIMON, he was exposed to and learned a substantial amount of
information which is proprietary and confidential to DIMON, whether
or not he developed or created such information. Faucett
acknowledges that such proprietary and confidential information
includes, but is not limited to, employee information, trade
secrets, inventions, manufacturing know-how, designs, formulae,
secret processes and machinery; acquisition or merger information;
advertising and promotional programs; resource or developmental
projects; plans or strategies for future business development;
financial or statistical data; customer information, including, but
not limited to, the names of DIMON's customers, the nature of
DIMON's relationship to said customers, customer lists, sales
records, account records, sales and marketing programs, pricing
matters, and account strategies and reports; legal documents and
records; sales and marketing plans and strategies; and any DIMON
manuals, forms, techniques, and other business procedures or
methods, devices, or matters of any kind relating to or with
respect to any confidential research, engineering, developmental
work, programs, or projects of DIMON, or any other information of
a similar nature made available to Faucett and not known in the
trade in which DIMON is engaged, which, if misused or disclosed,
would adversely affect the business or standing of DIMON.
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b. Faucett agrees that, for a period of three (3) years
subsequent to July 1, 1996, except as required by law, he will not
divulge to any person, agency, institution, company or other entity
any information which he knows or has reason to believe is
proprietary or confidential to DIMON, including but not limited to
the types of information described in Section 8(a).
c. Nothing under this Section 8 shall require Faucett to
maintain in confidence information which is generally known in the
industry.
9. Confidentiality of Terms of Agreement.
Faucett agrees that he will not reveal or allow anyone else to
reveal the terms of this Agreement, to any person (including
officers or employees of DIMON), agency, institution, company, or
other entity unless DIMON agrees in writing that he may do so. The
sole exceptions are that Faucett may make such disclosures as are
required by law, including disclosures to taxing agencies, and
Faucett may disclose the terms of this Agreement to his wife and
his attorney, accountant, or tax advisor, provided that Faucett
shall inform his wife and his attorney, accountant, or tax advisor
that the terms are strictly confidential and are not to be revealed
to anyone else except as required by law.
10. No Disparaging Remarks.
Faucett agrees that he will not disparage, denigrate, or
otherwise make negative statements about DIMON or its management to
any person, agency, institution, company, or other entity,
including but not limited to any customer, competitor, vendor, or
other business enterprise engaged in any business or commercial
relationship with DIMON, whether such statements are true or
otherwise. DIMON agrees that it will not disparage, denigrate, or
otherwise make negative statements about Faucett to any person,
agency, institution, company, or other entity, whether such
statements are true or otherwise.
11. Cooperation.
a. Faucett agrees, at no financial cost to him, to cooperate
with DIMON and to provide consultation and advice to DIMON or its
affiliates or legal or tax matters and such other matters important
to the continuing functioning of DIMON and its affiliates, as
requested by DIMON's Chief Executive Officer or his designee. In
that regard, Faucett agrees that he shall refrain from initiating
or conducting conversations with employees or customers of DIMON
regarding the strategy, structure, or operations of DIMON, unless
specifically requested in writing by DIMON's Chief Executive
Officer or his designee.
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b. Faucett's duties to cooperate and provide the services
set forth in Section 11(a) shall extend through June 30, 1997,
unless terminated sooner at DIMON's sole discretion.
12. Remedies for Breach.
Faucett acknowledges that DIMON would be irreparably harmed if
the covenants provided in Section 8 of this Agreement were not
specifically enforced. Accordingly, DIMON shall be entitled to
injunctive relief for the purpose of restraining Faucett from
violating those covenants, in addition to any other relief to which
DIMON may be entitled.
13. Construction of Agreement.
a. This Agreement does not constitute and shall not be
deemed an admission by DIMON of a violation of any statute or law
or wrongdoing of any kind, nor is it an admission or finding that
any claim that Faucett may raise against DIMON, including any claim
in connection with Faucett's employment with DIMON or the
conclusion of that employment, is or would be in any way valid or
meritorious.
b. Faucett and DIMON agree that this Agreement, contains all
the promises and covenants made by them with respect to its subject
matter, and any and all prior understandings and agreements between
them, including the Employment Agreement dated January 13, 1995
between Dibrell Brothers, Incorporated and Faucett, have been
merged herein or canceled by the mutual agreement of the parties.
c. Any waiver of a breach of this Agreement will not
constitute a waiver of any future breach, whether of a similar or
dissimilar nature.
d. This Agreement will be governed by and interpreted in
accordance with the laws of the Commonwealth of Virginia, without
any presumption or construction against the party causing the
Agreement to be drafted. Any dispute arising between the parties
related to or involving this Agreement will be litigated in a court
having jurisdiction in the Commonwealth of Virginia.
e. If any provision of this Agreement is held invalid, such
invalidity will not invalidate the entire Agreement, and the
remainder of the Agreement will not be affected.
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f. Faucett acknowledges and agrees that DIMON is not
undertaking to advise him with respect to the tax consequences of
this Agreement and that he is solely responsible for determining
those consequences.
g. Faucett acknowledges that he has read this Agreement, has
had at least 21 days to consider it, has been advised of his right
to discuss it with his attorney, understands its terms, and is
satisfied with those terms. Faucett understands that this
Agreement will become effective, enforceable and binding on him
seven (7) days from the day of his signature below, unless he has
revoked it prior to that time. Faucett is satisfied with the terms
of this Agreement and agrees that the terms are binding upon him.
Agreed this 30th day of May, 1996.
_____________________ /s/ T. H. Faucett
Date T. H. Faucett
5/30/96 /s/ DIMON, Incorporated
Date DIMON, Incorporated
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