EXHIBIT 10.27
RAYONIER INC.
WAIVER, RELEASE AND NON-DISCLOSURE AGREEMENT: William S. Berry
1. Definitions
For purposes of this Release and Non-Disclosure Agreement ("Agreement"),
"Rayonier" includes Rayonier Inc., a North Carolina corporation, together with
its subsidiaries, predecessors, successors, affiliated and related corporations,
assignees and purchasers thereof, and the officers, directors, employees,
agents, past and present, or anyone acting on any of their behalf.
"You" includes you and your permitted assigns.
"Claims" includes any and all debts, obligations, promises, actions, causes of
action, claims and demands of any and every nature whatsoever based upon or
arising out of your employment with Rayonier or the termination thereof.
2. Last Work Day
You understand and agree that your last work day with Rayonier will be March 31,
2002.
3. Release of Claims
In consideration of the following:
o Enhanced severance pay that Rayonier will pay to you under the Rayonier
Inc. Severance Pay Plan for Salaried Employees of 21 months of "Regular
Pay," as defined in such Plan,
o A lump sum payment of $100,000 payable on or about March 31, 2002,
o Full-term vesting on all your outstanding stock options under the Rayonier
1994 Incentive Stock Plan,
o Full-term eligibility on outstanding 2000 and 2001 Contingent Performance
Share Awards, and
o Benefits under the Split-Dollar Life Insurance/Deferred Compensation
Program consisting of:
o $1,000,000 Life Insurance Coverage through December 31, 2004
o $50,000 annual payment beginning January 1, 2005, and continuing for
15 years, per policy;
you hereby fully release and discharge Rayonier from any and all Claims, known
or unknown, including but not limited to:
All claims for race, sex, disability or other form of discrimination
arising under any federal, state or local law; any contractual or tort
claims including, without limitation, wrongful termination, breach of
express or implied contract, promissory estoppel; and intentional or
negligent infliction of emotional distress.
You further waive any rights and claims that you may have arising under the Age
Discrimination in Employment Act (ADEA). The ADEA is a federal law that protects
employees' rights by making it unlawful for an employer to discriminate against
employees because of an employee's age.
You acknowledge and agree that this waiver and release does not include claims
for age discrimination that may arise from events that take place after the date
this Agreement is executed.
You understand that this Agreement does not waive any claims that you may have
under (a) any worker's compensation law; (b) any plan currently maintained by
Rayonier that provides retirement benefits; or (c) any law, or plan currently
maintained by Rayonier, that provides insurance continuation or conversion
rights.
4. Form and Time of Payment
Your severance pay shall be paid in the form determined by Rayonier of either
one lump sum payment or in accordance with Rayonier's normal payroll cycle.
Payment(s) shall be made or commence to be made as soon as practicable following
the effective date of this Agreement, but in no event earlier than 15 days of
your signing this Agreement.
5. Covenant Not to Sue
You agree not to file any complaint, claims, action, charge or lawsuit in any
court or other forum on the basis of Claims you may have against Rayonier. By
signing this Agreement, you are not forfeiting or affecting your right to file a
charge of discrimination with the Equal Employment Opportunity Commission (EEOC)
or to participate in an EEOC investigation or proceeding. This Agreement does
not affect responsibilities of the EEOC.
6. Representation
In executing this Agreement, you acknowledge that you have been represented by
counsel to the extent such representation is desired by you, and you have
executed this Agreement freely and voluntarily.
7. Consideration Period
You acknowledge and agree that you have 21 days to consider, execute and deliver
this Agreement to Rayonier. The 21 days will commence on your last work day. If
you execute and deliver this Agreement prior to the expiration of the 21 days,
you will be waiving your right to consider this Agreement for the full
consideration period of 21 days. The signed Agreement must be delivered to the
address shown at the bottom of the Agreement. The Agreement may be delivered by
mail but must be postmarked within the 21-day period.
Additionally, you have seven (7) days after you deliver the signed Agreement in
which to cancel (revoke) your agreement. Any such revocation shall be in writing
and delivered in the same manner described above. Otherwise, this Agreement
becomes effective on the eighth day after you have signed and delivered it.
8. Agreement for Assignment of Inventions and Covenant Against Disclosure
You understand that, while you were employed by Rayonier, you had access to
certain confidential information, proprietary information and trade secrets of
Rayonier (collectively, "Confidential Information"), and you agreed to certain
restraints on the disclosure or use of Confidential Information in the attached
document signed June 2, 1980. In consideration of the benefits described in
Section 3 above, you agree that you will not disclose any Confidential
Information which is not now generally available to or known by the public, to
any third party. You further agree that you will not use any such Confidential
Information to advance your interests or any interests of a third party. You
acknowledge and agree that the consideration you are entitled to receive under
this Agreement is sufficient and valuable consideration for your agreement to
continue to protect Rayonier's Confidential Information.
9. Severance Pay Plan
You have received a copy of the Rayonier Inc. Severance Pay Plan for Salaried
Employees with this Agreement.
10. Entire Agreement
You understand that this Agreement is the whole agreement between Rayonier and
you. No promises or oral or written statements have been made to you other than
those in this Agreement. If any portion of this Agreement is found to be
unenforceable, then Rayonier and you agree that all other portions that can be
separated from it, or appropriately limited in scope, shall remain fully valid
and enforceable.
11. Applicable Law
This Agreement shall be governed and interpreted by Florida law, without
reference to the choice of law provisions thereof. Any action to enforce this
Agreement shall be brought in a court of competent jurisdiction in and for Duval
County, Florida.
You are encouraged to seek the advice of independent legal counsel before you
make your decision.
When signed and dated, the original of this Agreement should be returned to:
John P. O'Grady
50 N. Laura St.
Jacksonville, FL 32202
A duplicate copy of this Agreement is provided for your records.
Signed /s/ W. S. Berry 3/15/02 Signed /s/ John P. O'Grady 3/15/02
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W. S. Berry Date John P. O'Grady Date
FORM B
AGREEMENT FOR ASSIGNMENT OF INVENTIONS
AND COVENANT AGAINST DISCLOSURE
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If I should be employed to perform services for International Telephone and
Telegraph Corporation or any ITT division, affiliate, subsidiary or associate
company or any successor in business of any of the foregoing, then, in
consideration of such employment and the wages and salary to be paid to me, and
regardless of the duration of such employment, I hereby agree to perform to the
best of my ability all duties required of me from time to time, by my employer,
and I agree to comply strictly with all conditions herein set forth. For the
purpose of these conditions, International Telephone and Telegraph Corporation
or the ITT division, affiliate, subsidiary, associate company or successor in
business of any of the foregoing by which I may be employed or to which from
time to time I may be transferred, shall be deemed to be the "Employer."
1. ASSIGNMENT - I agree to assign to the Employer, its successors, assigns or
nominees, all my rights to inventions, improvements and developments,
patentable or unpatentable, including the right to invoke the benefit of
the right of priority provided by the International Convention for the
Protection of Industrial Property, as amended, or by a Convention which may
hereafter be substituted for it and to invoke and claim such right or
priority without further written or oral authorization, which, during the
period of my employment by the Employer or by its predecessors or
successors in business or by any associated company, I have made or
conceived or hereafter may make or conceive, either solely or jointly with
others: (a) with the use of the Employer's time, materials or facilities;
or (b) resulting from or suggested by my work for the Employer; or (c) in
any way appertaining to any subject matter related to the existing or
contemplated business, products and services of (i) the ITT division,
affiliate, subsidiary or associate company by which I am employed, (ii) any
other ITT division, affiliate, subsidiary or associate company in the same
field of business, products or services and (iii) any other ITT division,
affiliate, subsidiary or associate company, to which I may be exposed in
the course of my employment.
2. DISCLOSURE - I agree to make and maintain adequate and current written
records of all such inventions, improvements, and developments in the form
of notes, sketches, drawings, or reports relating thereto; which records
shall be and remain the property of and available to the Employer at all
times and I agree promptly to disclose to the Employer all such inventions,
improvements and developments.
3. EXECUTION OF DOCUMENTS - At any time requested by the Employer, either
during employment or after termination thereof, and without charge to the
said Employer, but at its expense, I agree to execute, acknowledge and
deliver all such further papers, including applications for patents, and to
perform such other lawful acts as, in the opinion of said Employer, may be
necessary to obtain or maintain patents for such inventions in any and all
countries and to vest title thereto in the Employer, its successors,
assigns or nominees.
4. COVENANT AGAINST DISCLOSURE - I realize that in the course of my employment
the Employer will necessarily reveal to me or I may develop proprietary,
secret or confidential information, and in addition to all other
obligations with respect to the observance of U. S. Government security
regulations, I hereby agree as follows:
(a) I agree to keep in strictest confidence during and subsequent to my
employment all information identified as secret or confidential or
which, from the circumstances, in good faith and good conscience ought
to be treated as confidential, relating to the products, machines,
methods of manufacture, compositions, inventions, discoveries, or
trade secrets or secret processes, price lists, logical flow diagrams
including computer programs, customer lists, business plans or any
other information of the business or affairs of the Employer (all
herein referred to without limitation as information) which I may
acquire or develop in connection with or as a result of my employment.
(b) I covenant and agree that, except as instructed by Employer during my
employment, I will not use any such information and without the prior
written consent of Employer, I will not directly or indirectly
publish, communicate, divulge or describe to any unauthorized person
nor patent any such information during the period of my employment or
at any time subsequent thereto.
(c) This covenant shall not apply to information already in the public
domain or information which has been dedicated to or released to the
public by the Employer.
5. TERMINATION - Upon termination of my employment, I agree to return to the
Employer all property of the Employer of which I have had custody including
delivery to the Employer's Patent or Legal Department of all notebooks and
other data relating to research or experiments conducted by me or any
inventions made by me, and to make full disclosure relating to such
research, experiments or inventions relating to the products, processes or
methods of manufacture of the Employer or otherwise covered by this
agreement.
6. PRIOR INVENTIONS - If, prior to the date of execution hereof, I have made
or conceived any unpatented inventions, improvements or developments,
whether patentable or unpatentable, which I desire to have excluded from
this Agreement, I have written on the reverse side a complete list thereof.
7. COMPLIANCE NOT CONTINGENT UPON ADDITIONAL CONSIDERATION - I have not been
promised, and I shall not claim, any additional or special payment for
compliance with the covenants and agreements herein contained.
8. SEVERABILITY - I agree that the unenforceability or inapplicability of any
one or more phrases and/or provisions of this Agreement and Covenant shall
not affect the remaining provisions of this Agreement and Covenant or any
part thereof.
I have read, or have had read to me, and have full knowledge of and understand
the above.
Signature: /s/ William S. Berry (L.S.) Witness: Date: 6-2-80
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Name: William S. Berry ITT System Unit:
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