Exhibit 10.46
****CONFIDENTIAL****
R. Crouch Separation Agreement and Complete Release
CONFIDENTIAL SEPARATION AGREEMENT
AND COMPLETE RELEASE
WHEREAS, RESPIRONICS, INC. (hereinafter referred to as "RI") employed Robert D.
Crouch (hereinafter referred to as "Separating Employee")
pursuant to an employment agreement dated December 1, 1994 (the
"Employment Agreement");
AND WHEREAS, RI and Separating Employee wish to resolve any and
all matters between them relating to Separating Employee's
employment with RI, or with any affiliates of RI, and the
termination thereof.
NOW THEREFORE, Separating Employee and RI, each intending to be legally
bound by, and in consideration of, the following mutual promises and
covenants, do agree as follows:
I. Separating Employee's last day of work with RI will be on October 13,
2000. Thereafter, Separating Employee will cease accruing time or
credit (vesting or otherwise) with respect to any type of RI-related
benefit including, but not limited to, vacation, 401(k) plan, stock
options, etc., and Separating Employee hereby waives any claim to the
contrary.
II. Future Payments and Benefits:
A. RI will pay Separating Employee (or his estate in the event
Separating Employee passes away) an amount equal to $514,388.99.
This amount will be paid out over a one-hundred and eleven (111)
week period in fifty-five (55) payments of $9,268.27, paid bi-
weekly, and one payment of $4,634.14. These payments represent
separation pay, and RI will withhold appropriate federal, state,
and local income taxes from these payments. RI will not withhold
any amounts for any other benefit or program, except as expressly
provided herein.
B. Separating Employee's company medical and dental insurance
coverage ceases no later than the last day of November, 2002.
Between October 31, 2000 and November 30, 2002, he may continue
coverage for medical and dental, if he elects to do so. RI will
participate in the payment of Separating Employee's medical and
dental insurance premiums for coverage for a maximum period
ending in November, 2002. The percentage RI contributes to such
insurance premiums will be the same percentage it contributed in
January, 2000. Separating Employee will be responsible for the
same percentage of the premiums that he paid in January, 2000. By
executing this Separation Agreement and Complete Release,
Separating Employee authorizes RI to deduct from his separation
payments sufficient funds to cover his portion of the monthly
premium for these insurances. After November 30, 2002, Separating
Employee will be offered COBRA.
Separating Employee's Basic Life, Optional Life, and Dependent
Life insurance will cease on October 13, 2000. Separating
Employee will receive a MetLife Conversion Form to convert his
group life benefits to a personal policy with MetLife Insurance
Company. Conversion must be requested within 31 days from October
13, 2000.
If Separating Employee participated in the Flexible Spending
Accounts, he should be aware of these important facts: his bi-
weekly contributions stop effective October 13, 2000, and in
order to request reimbursement from his Health Care Spending
Account or Dependent Day Care Spending Account for 2000, he must
have incurred the expenses
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****CONFIDENTIAL****
R. Crouch Separation Agreement and Complete Release
prior to that date. Separating Employee will have until March 31,
2001 to submit a claim requesting reimbursement on his flexible
spending accounts for 2000, but his expenses must have been
incurred no later than his last day worked. If Separating
Employee has any questions about his benefits, he may contact
Rosalie Carter in Human Resources.
C. Notwithstanding section II.B., if Separating Employee obtains
employment which provides for company-sponsored medical or dental
insurance benefits before November 30, 2002, Separating Employee
has a choice to either (i) remain on the RI insurance benefit
plans as described above or (ii) join the new company-sponsored
insurance benefit plans. If Separating Employee elects to join
the new company-sponsored insurance benefit plans, the medical
and dental benefits described in section II.B shall immediately
cease on the earlier of the date on which the new benefits become
effective and November 30, 2002, provided that RI will pay to
Separating Employee the difference, if any, between the premium
Separating Employee paid under the RI plans and the portion of
the premium due from Separating Employee under the new company-
sponsored plan (up to a maximum of the monthly amount RI
contributes on behalf of Separating Employee under the RI plans).
These payments would cease as of November 30, 2002. If Separating
Employee's new company-sponsored medical and dental insurances'
benefits cease before November 30, 2002, RI will pay for
Separating Employee's COBRA coverage under the new company-
sponsored plan (up to a maximum of the monthly amount RI
contributes on behalf of Separating Employee under the RI plans)
until the earlier of 18 months after such COBRA coverage begins
or November 30, 2002. Separating Employee understands and
acknowledges that if he accepts employment which provides for
company-sponsored medical or dental benefits, he will no longer
be eligible for COBRA under RI's medical and dental insurance
policies.
D. Separating Employee understands and acknowledges that any stock
options granted to him under the Respironics, Inc. 1992 Stock
Incentive Plan are exercisable only for the periods following the
termination of employment specified in such plan and any related
stock option agreements with the Separating Employee. Separating
Employee's termination is considered to be a voluntary
termination with the consent of RI for purposes of the applicable
stock option plans.
E. RI will permit Separating Employee to retain the following items:
(i) the mobile telephone system that is currently installed in
his van; (ii) the facsimile equipment and Compaq personal
computer that currently are installed in his home; (iii) The Palm
Pilot and Wizard 8520 that he currently uses; and (iv) the
Toshiba computer with docking station, keyboard and monitor that
he currently uses in the office. All RI information must be
removed from each of the above items, to the satisfaction of RI,
before the items are given to Separating Employee. All costs
associated with operating such items after Separating Employee's
termination, including, but not limited to, software licenses,
repairs, use time, hook ups, etc., shall be paid by Separating
Employee.
III. Separating Employee understands and agrees that neither RI nor any
successor or affiliate of RI will be obligated in any way to provide
him with future employment, compensation, and/or benefits, other than
those provided herein, in any amount or for any reason. The above
payments include an agreed-upon resolution of any and all payments due
Separating Employee pursuant to all employment- or separation-related
agreements and/or programs, which amounts were in dispute. This
provision does not take away the rights of Separating Employee, as a
former employee, under the provisions of RI's 401(k) Plan or Incentive
Stock Option Plan as they relate to terminated employees. Moreover,
nothing in this provision is intended to affect Separating
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****CONFIDENTIAL****
R. Crouch Separation Agreement and Complete Release
Employee's rights as a shareholder, including his right to be elected
as a director of RI and compensated therefor.
IV. It is expressly understood and agreed that by entering into this
Separation Agreement and Complete Release RI in no way admits that it
has treated Separating Employee unlawfully or wrongfully in any way.
Neither this Separation Agreement and Complete Release, nor the
implementation thereof, shall be construed to be, or shall be
admissible in any proceedings as, evidence of an admission by RI of
any violation of, or failure to comply with, any federal, state or
local law, ordinance, agreement, rule, regulation, or order. However,
Separating Employee agrees that this section does not preclude
introduction of this Separation Agreement and Complete Release by RI
to establish that all of Separating Employee's claims were settled,
compromised, and released according to the terms of this Agreement.
V. In consideration for the items described in sections I through II,
above, Separating Employee, on behalf of himself, his heirs,
representatives, estates, successors and assigns, does hereby
irrevocably and unconditionally remise, release and forever discharge
RI, RI's parents, subsidiaries, affiliates, benefit plans, and their
past, present and future officers, directors, trustees,
administrators, agents and employees, as well as the heirs, successors
and assigns of any of such persons or such entities, hereinafter
separately and collectively called "Releasees", from all manner of
suits, actions, causes of action, damages and claims (including, but
not limited to, claims for attorneys fees and expenses), known and
unknown, that he has, or may have, on behalf of himself or any entity,
against any of the Releasees for any actions up to and including the
date hereof and the continuing effects thereof. Except for the
performance of the provisions of this Separation Agreement and
Complete Release, it is the intention of Separating Employee to effect
a general release of all such claims.
This release includes, but is not limited to, claims which were
asserted, could have been asserted, or could be asserted by Separating
Employee, or on his behalf, arising out of his employment with RI or
the termination thereof, including but not limited to, claims under
the federal Age Discrimination In Employment Act of 1967, as amended,
Title VII of the federal Civil Rights Act of 1964, as amended, the
Pennsylvania Human Relations Act, and other federal, state, and local
statutes, ordinances, executive orders and regulations prohibiting
age, race, sex, non-job-related disability and other types of
discrimination, the Employee Retirement Income Security Act of 1974,
as amended, and federal, state or local law claims of any kind.
VI. Separating Employee acknowledges that as part of his duties, he had
access to confidential and proprietary information and trade secrets,
such as sources of supply, designs, data, processes, business plans
and strategies, and know-how of RI. All knowledge and information he
gained from these sources as well as the business, markets and trade
secrets themselves, including all unpatented inventions, designs,
know-how, trade secrets, technical information and data,
specifications, blueprints, transparencies, test data and additions,
modifications and improvements thereon which have been revealed to him
shall for all time and for all purposes be regarded by him as strictly
confidential and held in trust. Separating Employee will not reveal or
disclose the confidential information, proprietary information or
trade secrets to any other person, firm, corporation, company or
entity. The parties acknowledge that, if a then-current director of RI
requests Separating Employee to do work concerning RI, Separating
Employee can assist the director by performing such work.
VII. Separating Employee agrees that he has continuing obligations pursuant
to the terms of the Employment Agreement and other confidentiality and
similar agreements between RI and him. Separating Employee agrees to
honor all obligations under these agreements.
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****CONFIDENTIAL****
R. Crouch Separation Agreement and Complete Release
VIII. Separating Employee and RI agree that, except as required by law, the
terms and conditions of this Separation and Complete Release Agreement
will be kept completely confidential and will not be discussed,
disclosed, or revealed, directly or indirectly, to any person,
corporation, or other entity other than to Separating Employee's
family and professional advisors consulted by Separating Employee to
understand the interpretation, application, and legal effect of this
Separation Agreement and Complete Release.
IX. Separating Employee agrees to refrain from making any statements,
claims, allegations or assertions against RI or its employees
regarding the matters covered by this Separation Agreement and
Complete Release.
X. Separating Employee acknowledges that he has been given the
opportunity to consider this Separation Agreement and Complete Release
for at least twenty-one (21) days, which is a reasonable period of
time, and that he has been advised to consult with an attorney in
relation thereto, prior to executing this Separation Agreement and
Complete Release. Separating Employee further acknowledges that he has
had a full and fair opportunity to consult with an attorney and that
he has carefully read and fully understands all of the provisions of
this Separation Agreement and Complete Release and is voluntarily
executing and entering into this Separation Agreement and Complete
Release, intending to be legally bound thereby.
XI. For a period of seven (7) days following the execution of this
Separation Agreement and Complete Release, Separating Employee may
revoke this Separation Agreement and Complete Release by delivery of a
written notice revoking the same, within that seven-day period, to the
attention of William R. Decker at RI. This Separation Agreement and
Complete Release shall not become effective or enforceable until that
seven-day revocation period has expired. Once that (7) day period has
expired, this Separation Agreement and Complete Release will be
forever enforceable.
XII. The parties hereto further understand, covenant, and agree that the
terms and conditions of this Separation Agreement and Complete Release
constitute the full and complete understandings, agreements, and
arrangements of the parties and that there are no agreements,
covenants, promises or arrangements other than those set forth or
expressly referenced herein. Any subsequent alteration in, or variance
from, any term or condition of this Separation Agreement and Complete
Release shall be effective only if executed in writing and signed by
Separating Employee and an authorized representative of RI.
XIII. This Separation Agreement and Complete Release shall be governed by
Pennsylvania law, without regard to choice of law principles.
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****CONFIDENTIAL****
R. Crouch Separation Agreement and Complete Release
IN WITNESS WHEREOF, the aforesaid parties, having read this Separation Agreement
and Complete Release and intending to be legally bound hereby, have caused this
Separation Agreement and Complete Release to be executed as of this 12 day of
October, 2000.
FOR RESPIRONICS, INC.
By: William R. Decker Robert D. Crouch
/s/ William R. Decker /s/ Robert D. Crouch
- -------------------------------- -----------------------------------
(signature) (signature)
Sworn to and subscribed before me this
12/th/ day of October, 2000.
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/s/ Linda L. Farren
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Notary Public
My Commission Expires: June 25, 2001
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Notarial Seal
Linda L. Farren, Notary Public
Forest Hills Boro, Allegheny County
My Commission Expires June 25, 2001
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Member, Pennsylvania Association of Notaries
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