Looking for an agreement? Search from over 1 million agreements now.

Severance, Confidentiality And Non-competition Agreement

This is an actual contract by Aurora Foods.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Food, Beverages and Tobacco
Governing Law: Missouri, View Missouri State Laws
Effective Date: July 23, 2002
Search This Document
Exhibit 10.26


SEVERANCE, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


This SEVERANCE, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT is made as of July 23, 2002 (the "Effective Date") between Aurora Foods Inc., a Delaware corporation (the "Company") and Thomas O. Ellinwood (the "Executive").


WHEREAS, the Executive is currently employed by the Company; and


WHEREAS, the Company wishes to provide the Executive with severance under certain conditions in return for the Executive keeping certain information confidential and not competing with the Company and the Executive wishes to accept such terms.


NOW, THEREFORE, the parties agree as follows:


1. COMPENSATION UPON TERMINATION.


1.1. Other than for Cause. If the Company shall terminate the Executive's employment other than for Cause, death or Incapacity and, if no benefits are payable to the Executive under a separate severance agreement or an executive severance plan (acknowledged in writing by the Executive to supersede the provisions of this Section 1.1) as a result of such termination, then the Company shall pay or provide to the Executive:


(a) as soon as reasonably practicable after the Termination Date, all
salary and benefits in effect immediately prior to the Termination Date and
due to the Executive through the Termination Date; and


(b) The Executive's salary in effect immediately prior to the
Termination Date until the second anniversary of the Termination Date,
payable on a bi-weekly basis or such other time increment as the Executive
and the Company mutually agree.


With respect to any termination of employment to which this Section 1.1 applies, until the earlier to occur of (1) the second anniversary of the Termination Date or (2) the date on which the Executive receives from another employer (including self-employment or engaging in an enterprise as a sole proprietor or partner) medical and dental benefits substantially comparable to those made available by the Company to the Executive immediately prior to the Termination Date (the "Benefits Termination Date"), the Company shall, if the Executive was participating in any Company medical and dental insurance plans immediately prior to the Termination Date and subject to any employee contribution applicable to the Executive immediately prior to the Termination Date, continue to provide and contribute to the cost of the Executive's participation in such medical and dental insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Company to the Executive under this Section 1.1 (other than clause (a) of the first sentence of this Section 1.1) are conditioned upon the Executive's signing a release of claims in the form of Exhibit A (the "Release") within 21 days of the Termination Date on and upon such Release remaining in full force and effect thereafter. Except as otherwise provided, all severance payments under this Section 1.1 will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company and will begin at the Company's next regular payroll period following the effective date of the Release, but shall be retroactive to the Termination Date; provided, that payments to the Executive under this Section 1.1 shall not be reduced by reason of any compensation payments the Executive receives from employment subsequent to the Termination Date.


1.2. Post-Termination Obligations Generally. Except as expressly set forth in this Section 1, in any stock option plan in which the Executive was participating and as provided by law, the Company shall have no further obligations to the Executive following the Termination Date, and performance by the Company of any obligation specifically provided in this Section 1 shall constitute full settlement of any claim that the Executive may have on account of such termination against the Company and its Subsidiaries and Affiliates and all of their respective past and present officers, directors, stockholders, controlling Persons, employees, agents, representatives, successors and assigns and all other others connected with any of them, both individually and in their official capacities.


1.3. Change of Control. If within two years of a Change of Control, the Executive terminates his employment for Good Reason or the Company terminates the Executive's employment other than for Cause, the Company shall have no further obligations to the Executive under this Agreement other than (i) a lump sum payment equal to two times the sum of the salary and the bonus paid to the Executive during the preceding twelve months; and (ii) continued contributions (if the Executive was participating in any Company medical and dental insurance plans immediately prior to the Termination Date and subject to any employee contribution applicable to the Executive immediately prior to the Termination Date), until the Benefits Termination Date, to the cost of the Executive's participation in such medical and dental insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms.


2. WITHHOLDING. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.


3. UNAUTHORIZED DISCLOSURE; INVENTIONS.


3.1. Confidential Information. The Executive acknowledges that the Company and its Subsidiaries and Affiliates continually develop Confidential Information, that the Executive may develop Confidential Information for the Company or its Subsidiaries or Affiliates and that the Executive may learn of Confidential Information during the course of employment. The Executive will comply with the policies and procedures of the Company and its Subsidiaries and Affiliates for protecting Confidential Information and agrees not to disclose to any Person (except as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Subsidiaries and Affiliates), or use for his own benefit or gain, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Subsidiaries or Affiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.


3.2. Protection of Documents. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Subsidiaries or Affiliates and any copies, in whole or in part, thereof (the "Documents"), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Executive's possession or control.


3.3. Proprietary Rights. Any and all inventions, discoveries, developments, methods, processes, compositions, works, supplier and customer lists (including information relating to the generation and updating thereof), concepts and ideas (whether or not patentable or copyrightable) (collectively, "Inventions") conceived, made, developed, created or reduced to practice (collectively, "Conceived") by the Executive (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise)


-2-


during the term of his employment by the Company, which may be directly or indirectly useful in, or related to, the business, ventures or other activities of or products manufactured or sold by the Company or any of its Subsidiaries or Affiliates or any business or products contemplated by the Company or any of its Subsidiaries or Affiliates while the Executive was or is an employee, officer or director of the Company (collectively, "Proprietary Rights"), together with Inventions so Conceived by the Executive within the six-month period following the Termination Date and which directly relate to Company work initiated, conducted, observed, or contemplated prior to the Termination Date, shall be promptly and fully disclosed by the Executive to the Board and shall be the exclusive property of the Company as against the Executive and his successors, heirs, devisees, legatees and assigns, and the Executive hereby assigns to the Company his entire right, title and interest therein and shall promptly deliver to the Company all papers, drawings, models, data and other material relating to any of the foregoing Proprietary Rights conceived, made, developed, created or reduced to practice by him as aforesaid. All copyrightable Proprietary Rights shall be considered "works made for hire." The Executive shall, upon the Company's request and without any payment therefor or expense with respect thereto, execute any documents necessary or advisable in the reasonable opinion of the Company's counsel to assign, and confirm the Company's title in, his entire right, title and interest in the foregoing Proprietary Rights and to direct issuance of patents or copyrights to the Company with respect to such Proprietary Rights as are the Company's exclusive property as against the Executive and his successors, heirs, devisees, legatees and assigns under this Section 3.3 or to vest in the Company title to such Proprietary Rights as against the Executive and his successors, heirs, devisees, legatees and assigns, the expense of securing any such patent or copyright, however, to be borne by the Company.


4. RESTRICTED ACTIVITIES. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries and Affiliates:


4.1. Non-Competition. While the Executive is employed by the Company and for a period of two years immediately following the Termination Date (the "Non-Competition Period"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Subsidiaries or Affiliates within the United States in any Competitive Business or undertake any planning for any Competitive Business. Without limiting the generality of the foregoing, during the Non-Competition Period, the Executive will not solicit or encourage any Person who is or was a customer of the Company or any of its Subsidiaries or Affiliates to terminate its relationship with any of them, or to conduct with any other Person any business or activity which such customer conducted with the Company or any of its Subsidiaries or Affiliates, and which is or would be detrimental to the Company.


4.2. Outside Activities. The Executive agrees that during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or any of its Subsidiaries or Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with the performance of his duties and obligations to the Company or any of its Subsidiaries or Affiliates.


4.3. Non-Solicitation of Employees. Acknowledging the strong interest of the Company in an undisrupted workplace, the Executive further agrees that while he is em
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  54.227.76.35