Early Retirement Agreement - Bob L. Robinson

EARLY RETIREMENT AGREEMENT AND RELEASE


This Early Retirement Agreement and Release ("Agreement") is entered into by and between Bob L. Robinson ("Executive"), Doane Products Company, a Delaware corporation, its subsidiaries, successors, assigns and affiliates ("Company") and DPC Acquisition Corp., a Delaware corporation ("DPC").


RECITALS:


WHEREAS, Executive, at various times, has been an executive and officer of Company;


WHEREAS, Executive is voluntarily retiring as of 5:00 p.m. (C.S.T.) on June 30, 1998, and resigns from any and all positions he holds with Company, in the capacity of executive, officer, trustee, advisor, or any other position or capacity he holds by virtue of his employment by Company except as set forth herein;


WHEREAS, Executive and Company desire to avoid the expense, delay and uncertainty attendant to any claims which may arise from Executive's retirement from Company;


WHEREAS, Executive desires to release any claims or causes of action he may have arising from or relating to his employment or service with Company; and


WHEREAS, Company and Executive desire to clarify and modify certain agreements they have arising from or relating to Executive's employment or service with Company;


NOW, THEREFORE, for and in consideration of the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Company hereby agree:


1. RESIGNATION BY MUTUAL AGREEMENT. Executive acknowledges and agrees he is voluntarily retiring and resigning from employment with, and as an officer of, Company and any other entity affiliated with Company as of 5:00 p.m. (C.S.T.) on June 30, 1998 (the "Retirement Date") pursuant to mutual agreement with Company. Company hereby confirms its acceptance of Executive's resignation pursuant to such mutual agreement.


2. CERTAIN OBLIGATIONS OF COMPANY AND EXECUTIVE


A. SALARY AND ANNUAL BONUS. Company shall continue to pay Executive his base salary, at the rate in effect on the Retirement Date, through December 31, 1998. Such payments shall be made in accordance with Company payroll practices as in effect from time to time and such payments shall be reduced by customary withholding for taxes and applicable deductions. Company shall also pay Executive an annual bonus for 1998, in lieu of the bonus provided for in section 4.(a) of the "Employment Agreement" as defined below, in an agreed amount of $800,000, within 90 days after delivery of Company's annual financial statements by Company's independent auditors. Except as otherwise provided in this Agreement, Executive acknowledges that the payments to be made 2 pursuant to this paragraph are in full satisfaction of all wages, benefits and other compensation owed by Company for employment or service through the Retirement Date. For purposes of this Paragraph 2. A. and subject to any contrary order or judgment of a court of competent jurisdiction, the payments, if any, payable under this Paragraph 2. A. subsequent to Executive's death shall be paid to the beneficiary or beneficiaries, designated by Executive (with such designation to be made in accordance with procedures established by Company) to receive such payments upon his death, or if Executive fails to designate such beneficiary or beneficiaries, to the executor or administrator of Executive's estate, or to Executive's heirs at law if there is no administration of Executive's estate. The rights of Executive and his estate, beneficiaries or heirs shall be solely those of an unsecured creditor of Company, and nothing in this Agreement gives Executive, his estate, beneficiaries or heirs any right, title or interest in or to any specific assets, funds, reserve, account or property of any kind whatsoever owned by Company or in which Company has or may have any right, title or interest.


B. EMPLOYMENT AGREEMENT. As of the Retirement Date, Executive and Company expressly agree by mutual consent that that certain employment agreement by and between Executive and Company, effective as of September 1, 1994, (the "Employment Agreement"), shall be superseded in all respects by this Agreement, except as expressly provided otherwise by this Agreement. Executive also expressly agrees that he shall not be entitled to any payments based upon such Employment Agreement, including without limitation, the following items as set forth in such Employment Agreement: (i) any salary continuation amounts (other than as provided in Subparagraphs A and E), (ii) any transaction bonus arising from or related to any control transaction, (iii) any deferred compensation payments (other than as provided in Subparagraphs D and E), and (iv) any rights to annual base salary or annual bonus for 1999.


C. GROUP MEDICAL PLAN. Executive and his covered dependents shall be allowed to continue participation in the Company's group medical plan at active employee rates until Executive's wife attains age 65 if Executive remains a director of DPC during such period. In the event Executive ceases to be a director of DPC, Executive and his covered dependents shall be allowed to continue participation in the Company's group medical plan at the COBRA rate until Executive's wife attains age 65. The foregoing notwithstanding, Company reserves the right to terminate or change health benefits provided under such group medical plan without notice.


D. ANNUAL SUPPLEMENTAL RETIREMENT PAYMENTS. Executive shall be entitled to receive annual supplemental retirement payments in accordance with the terms and conditions for receiving such payments set forth in section 5.(b) of the Employment Agreement. For purposes of this Paragraph 2. D. and subject to any contrary order or judgment of a court of competent jurisdiction, the payment ...