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Exhibit 10.27
SEPARATION AGREEMENT WITH MUTUAL RELEASES
This Separation Agreement with Mutual Releases ("Agreement") entered
into in Cincinnati, Ohio as of July 15, 1998 between Multi-Color Corporation
("Multi-Color") and John D. Littlehale ("Littlehale").
Desiring to resolve all outstanding issues between them, Multi-Color
and Littlehale agree as follows:
1. Within 30 days after Multi-Color has paid all accrued and unpaid
preferred dividends, Multi-Color will distribute $51,183 to Littlehale in full
payment of his deferred compensation account, less $7,001 to offset his
outstanding Visa obligation to Multi-Color and less any applicable withholding
for taxes. No interest will accrue on these amounts. Multi-Color will not be
obligated to borrow funds, other than through its then-existing lines of credit,
for the purpose of making such payment or make the payment if such payment would
result in a default under Multi-Color's then existing loan obligations.
2. Starting in May, 1998, to resolve all issues regarding separation
and severance entitlements, Multi-Color will pay Littlehale, for his past
services, two years of severance compensation at $10,000 per year, payable in 24
equal monthly installments commencing as of May 1, 1998.
3. Multi-Color will issue to Littlehale options to purchase 27,300
shares of Common Stock at an exercise price of $7.325 per share; 5,000 shares of
Common Stock at an exercise price of $2.625 per share; and 1,250 shares of
Common Stock at an exercise price of $6.00 per share, all expiring two years
from the date of this Agreement. The parties acknowledge that the options for
these shares represent the number of optioned shares which had vested pursuant
to the Company's Stock Option Plans as of March 5, 1998 and Littlehale agrees
that all options granted to him prior to the date of hereof and not exercised
shall be canceled and be of no further effect.
4. Multi-Color will pay Littlehale $403.16 per month for 24 months
commencing May 1, 1998, which amount represents Multi-Color's monthly cost for
Littlehale's group health insurance coverage being incurred by Multi-Color at
the time of termination of Littlehale's employment.
5. Littlehale acknowledges that while he was an executive officer of
Multi-Color, he was privy to all of Multi-Color's information concerning its
customers, pricing, manufacturing techniques, corporate plans and transactions
and other information utilized by Multi-Color in its operations. Littlehale
acknowledges that such information is the property of Multi-Color and pledges
not to reveal such information to others unless compelled to by legally-enforced
action. Littlehale promptly will notify Multi-Color in writing of the pendency
of any such action and give Multi-Color the opportunity to oppose such actions
before Littlehale responds to any such request
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for information. Furthermore, Littlehale will not discuss Multi-Color's affairs
with anyone other than officers of Multi-Color, his counsel or Multi-Color's
counsel or as may be required by law.
6. Littlehale will cooperate fully and to the best of his ability with
Multi-Color's management and legal counsel in all legal matters, including those
pending legal matters relating to environmental matters at Multi-Color's
Scottsburg, Indiana facility prior to March 5, 1998, and Littlehale will make
himself available at reasonable times and places, with the understanding that he
will be reimbursed for reasonable out-of-pocket expenses, to assist Multi-Color
as reasonably necessary in such legal matters. Also, Multi-Color will pay
Littlehale a reasonable hourly fee for such services, with the hourly fee to be
mutually agreed upon when the service is requested.
7. Littlehale hereby resigns as a member of the Board of Directors of
Multi-Color effective upon his execution of this Agreement.
8. In exchange for Multi-Color's release of claims and the benefits and
conditions identified in this Agreement, which Littlehale acknowledges are in
addition to anything of value that he already is entitled to receive, Littlehale
hereby releases, settles and forever discharges Multi-Color, and its
subsidiaries, affiliates, successors and assigns, together with their past and
present directors, officers, employees, agents, insurers, attorneys, and any
other party associated with Multi-Color, to the fullest extent permitted by
applicable law, from any and all claims, causes of action, rights, demands,
debts, liens, liabilities or damages of whatever nature, whether known or
unknown, suspected or unsuspected, which Littlehale ever had or may now have
against Multi-Color or any of the foregoing. This includes, without limitation,
any and all claims, liens, demands, or liabilities either arising out of or in
any way connected with Littlehale's employment with Multi-Color and the
termination of that employment or claiming any violation of any law regulating
employment such as the Age Discrimination in Employment Act of 1967 and the
Older Workers Benefit Protection Act or similar Ohio laws, the Civil Rights Act
of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of
1990 and the Civil Rights Act known as 42 USC ss. 1981. Nothing in this
paragraph will affect any claim of Littlehale arising from any breach of this
Agreement by Multi-Color, and if Multi-Color asserts against Littlehale any
claims relating to any claimed violation of environmental laws or regulations at
Multi-Color's facility in Scottsburg, Indiana, Littlehale will not be precluded
from asserting against Multi-Color counterclaims relating to such claimed
violations.
9. In exchange for Littlehale's agreements, covenants and release of
all claims, Multi-Color hereby releases, settles and forever discharges
Littlehale, and his successors and assigns, together with his agents, insurers
and attorneys, to the fullest extent permitted by applicable law, from any and
all claims, causes of action, rights, demands, debts, liens, liabilities or
damages of whatever nature, whether known or unknown, suspected or unsuspected,
which Multi-Color ever had or may now have against Littlehale. This includes,
without limitation, any claims, liens, demands, or liabilities either arising
out of or in any way connected with Littlehale's employment with Multi-Color and
the termination of that employment. Nothing in this paragraph will affect any
claim of Multi-Color arising from or relating to any breach of this Agreement by
Littlehale, and Multi-Color's release will be void if Multi-Color elects to
initiate any legal action against Littlehale
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concerning any matter arising from any claimed violation of environmental
protection laws or regulations occurring before March 5, 1998, at Multi-Color's
Scottsburg, Indiana facility.
10. Each party will execute such instruments and other documents as are
necessary to effectuate this Agreement.
11. Littlehale and Multi-Color agree that this Agreement sets forth the
entire agreement between the parties and supersedes any and all prior agreements
or understandings between the parties. The terms of this Agreement will not be
modified other than in a writing signed by Littlehale and an officer of
Multi-Color and approved by the Board of Directors of Multi-Color.
12. Littlehale acknowledges that he has been given full opportunity to
discuss all aspects of this Agreement with his attorney before signing this
Agreement. Littlehale expressly acknowledges that he understands all the
provisions of this Agreement, and he voluntarily is entering this Agreement.
Littlehale further acknowledges his understanding that he has twenty-one days
after receipt of this Agreement to decide whether to accept it and that he may
revoke any acceptance of this Agreement within seven days of such acceptance.
13. Littlehale and Multi-Color agree that any lawsuit to enforce or
interpret this Agreement can be brought and maintained only in the Court of
Common Pleas of Hamilton County, Ohio or the U.S. District Court for the
Southern District of Ohio at Cincinnati, and that the substantive law of the
State of Ohio will govern and control every issue or dispute relating to the
interpretation or enforcement of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates set forth below.
MULTI-COLOR CORPORATION
Date: July 15, 1998 BY: /s/ Gordon B. Bonfield
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Gordon B. Bonfield
President
Date: July 20, 1998 /s/ John D. Littlehale
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John D. Littlehale
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STATE OF OHIO )
: SS:
COUNTY OF HAMILTON )
BEFORE ME, the Subscriber, a Notary Public in and for said County and
State, personally appeared Gordon B. Bonfield, President of Multi-Color
Corporation, the corporation which executed the foregoing instrument, who
acknowledged he did sign said instrument as such officer on behalf of said
corporation, and by authority of its Board of Directors, and that the execution
of said instrument is his free and voluntary act and deed individually and as
such officer, and the free and voluntary act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed by
Notarial Seal this 15th day of July, 1998.
/s/ Sharon L. Hauenschild
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Notary Public
STATE OF OHIO )
: SS:
COUNTY OF HAMILTON )
BEFORE ME, the Subscriber, a Notary Public in and for said County and
State, personally appeared John D. Littlehale, and acknowledged the signing of
the foregoing instrument to be his free act and deed for the uses and purposes
therein mentioned.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed by
Notarial Seal this 20th day of July, 1998.
/s/ Susan M. Schmidt
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Notary Public