Separation Agreement and General Release - Galen Health Care Inc. and Dan Moen
SEPARATION AGREEMENT
AND GENERAL RELEASE
This Agreement is entered into this 1st day of July, 1998, by and
between Dan Moen (hereinafter "Employee") and Galen Health Care, Inc.
(hereinafter "Company") and replaces the original agreement dated September 12,
1997 and amendment dated February 27, 1998.
In consideration of Employee's agreement to the terms set forth below,
and the mutual benefits to be derived hereunder, it is agreed as follows:
All payments are subject to withholding for federal income tax, FICA,
and other deductions required by law or regulation.
1. Employee is to receive payment equivalent to three year's salary
($1,800,000). Payment shall be paid in a lump sum within 10 days of the
effective date of Employee's resignation, July 31, 1998.
2. In addition to the consideration described above, Employee is to receive
$86,538 payment for all unused Paid Time Off (PTO). Payment shall be paid
in a lump sum within 10 days of the effective date of Employee's
resignation.
3. Vested options may be exercised in accordance with plan provisions.
4. In addition to the consideration described above, Employee is to receive
$8,205 in consideration of COBRA health and dental insurance continuation
for eighteen months. Payment shall be paid in a lump sum within 10 days of
the effective date of Employee's resignation.
5. In addition to the consideration described above, Employee is to receive
$35,000 in consideration of relocation expenses. Payment shall be paid in a
lump sum within 10 days of the effective date of Employee's resignation.
6. In addition to the consideration described above, Employee is to receive
$5,000 in consideration of outplacement services. Payment shall be paid in
a lump sum within 10 days of the effective date of Employee's resignation.
7. In addition to the consideration described above, Employee shall receive a
cash payment equal to either (i) the Fair Market Value on the last day of
employment or (ii) the aggregate amount of the Annual Bonus applied to the
receipt, in either case, of all Restricted Shares held by Employee. Payment
shall be paid in accordance with plan provisions.
8. Employee agrees to sell and the Company agrees to purchase Employee's
minority ownership interest in six (6) Columbia affiliated companies in
Florida at fair market value and in as expeditious a manner as possible,
consistent with similarly situated employees.
The foregoing is in consideration of Employee's agreement that all
promises set forth herein are accepted in full and final release and settlement
of any and all claims of any type relating to Employee's employment or the
operation of the Company which Employee ever had or may now have against
Company, or any of its successors, purchasers, subsidiaries, assigns,
affiliates, or parent, and the officers, agents, directors, or employees of any
of them. Employee hereby agrees to make himself available at the request of the
Company, at reasonable times and upon reasonable notice, to assist the Company
on matters the Company shall designate in connection with issues involving
litigation, compliance and/or any governmental or other investigations involving
the Employee's tenure as an employee. Nothing in this statement shall require
the Employee to act contrary to the advice of counsel. Employee shall be
indemnified by the Company in accordance with, and to the fullest extent allowed
by, the provisions of Delaware law and Article Sixteenth of the Restated
Certificate of Incorporation of the Company and will be provided advancement of
legal fees and costs to the fullest extent provided therein. It is further
agreed that the terms of this agreement will not be revealed to any person not a
party to it, other than as required by law and except for spouse and legal and
financial advisors. Employee also agrees to expressly waive any rights under any
other programs or agreements between Employee and Company including its parent
other than as set forth herein or as provided for under existing company benefit
plans including, but not limited to Employee's 401 (k) plan and Stock Purchase
Plan.
Also, in consideration of the agreements set forth herein, Employee
agrees to bring no lawsuits, claims, or charges of any kind relating to his
employment or separation from employment including, but not limited to claims
under the Age Discrimination in Employment Act. Employee acknowledges to have
read this agreement/release and to understand all of its terms. Each party
agrees to not make any disparaging remarks regarding the other party. Employee
further acknowledges to have been informed of the right to agree or not agree to
the terms set forth herein and has executed this agreement voluntarily with full
knowledge of its significance and consequences. Employee acknowledges to have
been offered at least twenty-one (21) days to consider the terms and conditions
of this document but has voluntarily chosen to execute the document on the date
of its execution, as evidenced by his signature. In addition, Company and
Employee agree that Employee has seven (7) days following the execution of this
document in which to revoke this agreement by written notice.
This agreement/release is binding on and shall inure to the benefit of
Company, its parent and its successors and/or assigns.
If you agree to all of the terms and conditions set forth herein,
please signify by your signature below, and steps will be taken to implement
this agreement.
I acknowledge that I have read the foregoing, have had ample time to
consider it, including ample time to consult with counsel, and voluntarily agree
to all terms set forth herein.
/s/ Dan Moen 7/1/98
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Employee Date
/s/ Neil Hemphill 7/1/98
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Company Date