EXHIBIT 99.1
SEPARATION AGREEMENT AND GENERAL RELEASE
----------------------------------------
Effective Date June 30, 2001
----------------------------
This Separation Agreement and General Release ("Agreement") is made and
entered into this 21st day of June, 2001 between Mannatech, Inc. ("Mannatech")
and its affiliates (defined as any entity which owns or controls, is owned or
controlled by, or is under common ownership or control with Mannatech), and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ("▇▇▇▇"). ▇▇▇▇ and Mannatech are collectively referred to
herein as the "Parties." Mannatech's related entities are collectively
referred to herein as "Affiliates."
WHEREAS the Parties desire to finally, fully and completely resolve all
disputes that now or may exist between them concerning ▇▇▇▇'▇ hiring, employment
and termination from Mannatech, and all disputes over benefits and compensations
connected with such employment, and specifically, but not limited to any
disputes arising from the terms of ▇▇▇▇'▇ employment as set forth in the
Employment Agreement entered into between the Parties as of September 28, 1998
("Employment Agreement").
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreement hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:
1. Separation of Employment.
------------------------
▇▇▇▇ acknowledges that his employment with Mannatech ends effective June
30, 2001 ("Separation Date"), and that all benefits and perquisites related
to ▇▇▇▇'▇ employment with Mannatech shall cease as of that date. ▇▇▇▇ also
resigns effective immediately from all positions (including any positions
as Officer or Director) with any Mannatech subsidiary or affiliate
companies. ▇▇▇▇ agrees that during the Month of June 2001, he shall use
all accrued but unused vacation time and that Mannatech shall be under no
obligation to pay ▇▇▇▇ for any unused vacation time after the Effective
Date hereof. As of the Separation Date, ▇▇▇▇ will have received from
Mannatech all regular salary payments and benefits in accordance with
Mannatech's regular salary payment schedule. Except as otherwise required
pursuant to this Agreement, no further salary, bonus, benefits or payments
shall be due from or paid by Mannatech to ▇▇▇▇, and ▇▇▇▇ hereby waives and
relinquishes all claims to further employment, compensation, benefits,
stock, options, or other remuneration from Mannatech. Mannatech will pay
items on ▇▇▇▇'▇ current expense report, including ▇▇▇▇'▇ CPA registration
and training scheduled prior to
execution of this Agreement. Those items total approximately $544.00. On
the Separation Date, ▇▇▇▇ shall resign as Executive Vice President of
International Finance and any other job or position held, and acknowledges
that his employment with Mannatech has terminated.
Mannatech will continue to include ▇▇▇▇ as a named insured on its
Director's and Officer's insurance policy for a period of four years
following the date of this Agreement. Mannatech will provide ▇▇▇▇ with a
copy of each policy renewal.
Mannatech shall indemnify ▇▇▇▇ for any and all expenses, liabilities,
judgments, and costs, including reasonable attorneys' fees incurred as a
result of any third party claim asserted against ▇▇▇▇ based on any act or
omission taken by ▇▇▇▇ in the course and scope of his employment, or as an
officer or director of Mannatech, provided that this indemnity agreement
shall not apply to any willful or intentional act by ▇▇▇▇.
During 1996 and 1997, Mannatech made cash advances to Agritech Labs,
Inc. and Agritech Technology, Ltd. (collectively, "Agritech"). The
Agritech companies were owned by individual partners, of which ▇▇▇▇ served
as a shareholder and executive officer. ▇▇▇▇ entered into a promissory
note on or about June 30, 1997 and entered into renewals and/or extensions
thereof on each of December 31, 1998 and January 19, 1999. On February 17,
1999, Mannatech entered into a new promissory note with ▇▇▇▇ ("Note"). The
Note bears interest at 6% per year, with the first payment due on 2/17/01
and the remainder to be paid in annual installments through February 17,
2004. Nothing in this Separation Agreement and General Release shall
operate to enlarge, modify, extend or terminate the Note as contemplated
hereby and ▇▇▇▇'▇ payment obligations thereunder shall continue to remain
in full force and effect.
2. 401 K/Retirement Plan
---------------------
Any vested interest held by ▇▇▇▇ in Mannatech's 401(k) Plans shall be
distributed in accordance with the terms of the plan (the "Plan") and
applicable law. ▇▇▇▇ shall not be a participant in the Plan after the
Separation Date, and shall not be entitled to any further contribution for
any period of time after the Separation Date. Mannatech shall provide ▇▇▇▇
under separate cover at his home address information necessary to
facilitate the transfer or rollover of his 401(k) account. The parties
agree that the
approximate value of ▇▇▇▇'▇ vested interest as of June 14, 2001, is
$51,932.61.
3. Return of Equipment.
-------------------
Within five (5) days after the Separation Date, ▇▇▇▇ shall return all
equipment and property in his possession which belongs to Mannatech and all
documents and any copies of notes, memorandum or any other written material
that relates or refers to Mannatech, including all files or programs stored
electronically, provided that ▇▇▇▇ shall not be required to return the
following property:
a. Possession, use and ownership of the Lexus 400 currently owned by
Mannatech and being driven by ▇▇▇▇ shall be governed by the provisions of
Paragraph 7 below;
b. Ownership of the home computer used by ▇▇▇▇ is hereby transferred
to ▇▇▇▇, provided that ▇▇▇▇ shall delete any and all files containing any
information regarding Mannatech from such computer; and,
▇. ▇▇▇▇ will return the corporate Platinum American Express card to
Mannatech. ▇▇▇▇ will be responsible for all charges incurred on the
account prior to its return. ▇▇▇▇ will submit an Expenditure
reimbursement form in compliance with corporate policy for timely refund of
all charges made prior to its return, including charges of $1,221.56 for
maintenance on the LS 400 and one business lunch for $37.38.
4. Mannatech Payment Obligations.
-----------------------------
In consideration for ▇▇▇▇'▇ Release of claims pursuant to the Employment
Agreement, Mannatech shall pay to ▇▇▇▇ Nine Hundred Thousand Dollars
("$900,000.00"), payable in thirty-six (36) monthly installments of
$25,000.00 ("Payment Installment"), beginning on July 16th, 2001 and
payable thereafter on the 15th date of each month, until paid in full. In
the event the 15th calendar date falls on a weekend or holiday, the Payment
Installment shall be made on the next business day in which banks are open
for business. The Payment Installment shall be made by written check to
▇▇▇▇ with a written accounting reflecting the gross amounts paid and mailed
to ▇▇▇▇ at his residence at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇. If ▇▇▇▇ hereafter elects to change the instructions set forth
herein, he shall provide written notice to Mannatech specifying the
new instructions for delivery of funds at least fourteen (14) days in
advance of the installment due date. ▇▇▇▇ may elect to have the Payment
Installment paid by wire transfer, provided that, if such election is made,
Mannatech may deduct $50.00 per wire transfer to cover the costs of such
transfer. The foregoing payments are in lieu of, settlement of and
satisfaction of all Severance Payments required under the Employment
Agreement, specifically including those defined and required to be paid
under paragraphs 8.1(6) & 8.1(17) of the Employment Agreement and
constitute a part of the consideration under this Agreement.
.
5. COBRA/Health Insurance.
----------------------
▇▇▇▇ and his dependents shall have the right to continue applicable medical
and dental insurance coverage pursuant to COBRA. Mannatech shall provide
under separate cover to ▇▇▇▇ at his home address information regarding
COBRA election. ▇▇▇▇ shall be responsible for payment of COBRA premiums
directly to the insurance company(ies), pursuant to the provisions of COBRA
and the insurance plans in question. However, Mannatech agrees to
reimburse ▇▇▇▇ for any premiums paid by him for continuation of health
coverage for ▇▇▇▇ and his dependents (including his spouse) under
Mannatech's group health plan, if any, pursuant to any COBRA continuation
of coverage provisions, for a period not to exceed 18 months. To obtain
this reimbursement, ▇▇▇▇ shall provide notice of payment to Mannatech.
Mannatech shall reimburse ▇▇▇▇ for such premiums within 15 days of receipt
of such notice.
6. Option Agreement.
----------------
As further consideration to ▇▇▇▇, Mannatech and ▇▇▇▇ agree to execute a
Stock Option Agreement pursuant to the Mannatech 1997 Stock Option Plan
(the "Plan"), which shall provide for the grant of options (the "Options")
exercisable to acquire the capital common stock of Mannatech, valid for a
period of ten (10) years from the date of grant, which shall be one day
after the Separation Date (the "Exercise Period"), in the respective number
of shares and respective exercise prices as follows:
Exercise Price Number of Shares
-------------- -----------------
$2.25 10,000
$4.00 50,000
Mannatech represents and warrants that the Options and the underlying
shares issued pursuant to the Plan are issued pursuant to a Registration
Statement on Form S-8 that has been declared effective by the Securities
and Exchange Commission, and that such Registration Statement shall remain
effective until the earlier of the expiration of the Exercise Period or
when all of the Options granted have been exercised. The provisions of this
paragraph shall supercede the requirements of the Employment Agreement
regarding the conversion of stock options to warrants, including those
requirements of Paragraph 8.1(16) (iii) of the Employment Agreement. All
stock options owned by ▇▇▇▇ respecting stock in Mannatech and Internet
Health Group, Inc. shall terminate on the Separation Date, and shall be
null and void and of no effect. The Stock Option Agreement is attached
hereto as to form and content as Attachment "A".
7. Vehicle Lease/Transfer of Ownership.
-----------------------------------
At the time of the execution of this Agreement, ▇▇▇▇ is driving a Lexus LS
400 automobile ("Lexus") that is leased by Mannatech and/or ▇▇▇▇, ("the
Auto Lease"). Mannatech agrees to transfer free and clear title to the
Lexus to ▇▇▇▇ upon the termination of the Auto Lease. Until the
termination of the Auto Lease, Mannatech will keep the lease payments
current, and ▇▇▇▇ shall have full use and enjoyment of the vehicle, while
maintaining the same in good repair and keeping the same insured for its
replacement cost. Mannatech reserves the right to transfer title of the
Lexus prior to the end of the Auto Lease term, such transfer to occur upon
prior written notice to ▇▇▇▇.
8. Purchase of Mannatech Products.
------------------------------
Mannatech agrees that, during the term that ▇▇▇▇ receives Payment
Installments hereunder, he shall be permitted to purchase Mannatech
products at the same costs charged to Mannatech employees; provided that,
such purchases are limited to ▇▇▇▇ and his immediate family's personal use
and may not be resold by him. All such purchases shall be made by ▇▇▇▇
providing written notice (including email or facsimile) to the
administrative assistant of the Chief Executive Officer as to the items
needed and the address for delivery and shall include a valid credit card
(accepted by Mannatech) to which payment shall be charged.
9. Reasonable Availability.
-----------------------
The Parties agree that ▇▇▇▇ shall hold himself open to consult, provide
information or assistance, or otherwise cooperate with Mannatech as
specified in this paragraph, two (2) hours per month (at no charge) during
the period under which Payment Installments are made, as follows: two (2)
hours per month shall, if unused, carry over from month to month, up to a
maximum of six (6) hours in any month, at no charge to Mannatech ("Allotted
Time"). The Allotted Time available in any month during the period under
which Payment Installments are made may be used within that month or
accrued as stated and limited above. ▇▇▇▇ shall keep an accurate record of
his time expended in performing services for Mannatech and shall submit
monthly time records to the Chief Financial Officer of Mannatech. The
Parties acknowledge that after the Separation Date, ▇▇▇▇ may undertake
other business activities which are not precluded by this Agreement which
may require devotion of his full time. Therefore, the Parties agree that
any request of ▇▇▇▇'▇ time by Mannatech pursuant to this paragraph shall
take into consideration ▇▇▇▇'▇ other previously scheduled commitments or
employment (which may be full time), and both Parties shall attempt to
accommodate the scheduling needs of the other (which may be at times and on
days which are not ordinary business times of Mannatech) in connection with
the provisions of this paragraph. The Parties further agree that
consultations with ▇▇▇▇ shall be by telephone whenever possible. Mannatech
recognizes that post-separation date services shall not be deemed to
constitute employment, but instead shall be deemed to constitute business
consulting services
10. General Releases.
----------------
In consideration of the premises, covenants and other valuable
consideration provided by Mannatech in this Agreement, and specifically in
exchange for the promises and consideration provided by Mannatech in
paragraphs 4, 5, 6, 7, 8, and 9 and subject thereto, ▇▇▇▇ hereby releases
Mannatech and its employees, officers, agents, directors, shareholders,
representatives, plan administrators, attorneys, subsidiaries and
Affiliates, collectively referred to as "Mannatech Releasees," from any and
all claims, causes of action, losses, obligations, liabilities, damages,
judgments, costs, expenses (including attorneys fees) of any kind
whatsoever, including breach of express or implied contract or implied
covenant of good faith and fair dealing and occurring in any capacity
whatsoever including, but not limited to, disputes or claims arising out of
▇▇▇▇'▇ hiring, employment or termination of such employment with Mannatech,
including but not limited to disputes arising under the Employment
Agreement between the Parties, or arising out of any act
committed or omitted during or after the existence of such employment
relationship, including any disputes regarding compensation, bonus, stock
or options and all obligations of the Employment Agreement. This Release
also includes but is not limited to claims at law or equity or sounding in
contract (express or implied) or tort arising under federal, state or local
laws prohibiting age, sex, race, national origin, disability, veteran or
any other forms of discrimination (including but not limited to the Age
Discrimination in Employment Act, the Americans with Disabilities Act,
Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973,
as well as any applicable state fair employment practices laws), claims
arising under the Fair Labor Standards Act, the National Labor Relations
Act, the Worker Adjustment and Retraining Notification Act. ▇▇▇▇ agrees to
never file any lawsuit asserting any of the claims that are released in
this paragraph and in this Agreement, generally. This Separation Agreement
and General Release alone is the surviving and controlling obligation of
the Parties.
Mannatech releases ▇▇▇▇ from any and all claims, causes of action, losses,
obligations, liabilities, damages, judgments, costs, expenses (including
attorneys' fees) which arise out of actions taken by ▇▇▇▇ while serving
Mannatech and acting in good faith, and which he had no reasonable cause to
believe the conduct was unlawful or illegal, including, but not limited to,
claims under federal, state or local constitution, statute, law, ordinance
or regulation. In this regard, ▇▇▇▇ shall be deemed to have acted in good
faith and/or with reasonable cause to believe his conduct was lawful and
legal if he acted in reliance on the advice of counsel or opinion of
outside counsel to Mannatech. However, Mannatech does not release its
right to enforce the terms of this Agreement.
11. Agreement Not to Seek Reemployment.
----------------------------------
In further consideration of the payment obligation , specifically in
paragraphs 4,5,6,7 8, 9, and 10 ▇▇▇▇ agrees that Mannatech, its Affiliates
and the Mannatech Releases have no obligation to employ, hire, or rehire
him, to consider him for hire, or to deal with him in any respect at any
location, office, or place of business with regard to future employment or
potential employment. Accordingly, ▇▇▇▇ agrees that (i.) he will not ever
apply for or otherwise seek employment by Mannatech or its Affiliates at
any time in the future, at any location, office, or place of business, and
(ii.) his forbearance to seek future employment as described herein is
purely contractual and is in no way involuntary, discriminatory, or
retaliatory.
12. Noncompetition.
--------------
In further consideration of the premises, covenants and other valuable
consideration provided by Mannatech in this Agreement, and specifically in
exchange for the promises and consideration provided by Mannatech herein
and subject thereto, ▇▇▇▇ further agrees as follows:
(a) ▇▇▇▇ shall not, directly or indirectly for himself or for others, in
any geographic area or market where Mannatech or any of its Affiliates
are conducting any business as of the date of the termination of the
employment relationship or have during the previous twelve months
conducted such business:
(i) Engage in any business competitive with the business conducted
by Mannatech;
(ii) Render advice or services to, or otherwise assist, any other
person, association or entity who is engaged, directly or
indirectly, in any business competitive with the business
conducted by Mannatech with respect to such competitive
business; or
(iii) Induce any employee of Mannatech or any of its Affiliates to
terminate his or her employment with Mannatech or such
Affiliates, or hire or assist in the hiring of any such employee
by any person, association, or entity not affiliated with
Mannatech, provided; however, that ▇▇▇▇ shall be free to hire
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
(b) The noncompetition obligations contained herein shall apply throughout
the duration of the period during which ▇▇▇▇ is receiving any payment
or benefits pursuant to this Agreement.
(c) ▇▇▇▇ understands that the restrictions set forth above may limit his
ability to engage in certain businesses anywhere in the world during
the period provided for above, but acknowledges that he will receive
sufficiently high remuneration and other benefits under this Agreement
to justify such restriction. ▇▇▇▇ acknowledges that money damages
would not be a sufficient remedy for any breach of his noncompetition
obligations hereunder by ▇▇▇▇, and Mannatech shall be entitled to
enforce the provisions of these noncompetition obligations by
terminating any payments then owing to him under this Agreement and/or
to
specific performance and injunctive relief as remedies for such
breach of the noncompetition obligations contained herein, but shall
be in addition to all remedies available at law or in equity to
Mannatech, including without limitation, the recovery of damages from
▇▇▇▇ and ▇▇▇▇'▇ agents involved in such breach and remedies available
to Mannatech pursuant to other agreements with ▇▇▇▇.
(d) It is expressly understood and agreed that Mannatech and ▇▇▇▇ consider
the restrictions contained in this Agreement to be reasonable and
necessary to protect the proprietary information of Mannatech.
Nevertheless, if any of the aforesaid restrictions are found by a
court having jurisdiction to be unreasonable, or overly broad as to
geographic area or time, or otherwise unenforceable, the parties
intend for the restrictions therein to be modified by such court so as
to be reasonable and enforceable and, as so modified by the court, to
be fully enforced, and the remaining provisions of the noncompetition
obligations contained herein and the remainder of this Agreement shall
not be affected thereby, and shall remain in full force and effect.
(e) Nothing in this Agreement shall prevent ▇▇▇▇ from practicing as a
Certified Public Accountant, or any other gainful employment,
including employment as a financial executive, provided that the
business operations of ▇▇▇▇ or any employer are not in direct or
indirect competition with Mannatech. To be in competition with
Mannatech, the business operations of ▇▇▇▇ or any employer of ▇▇▇▇
must involve the sale of products that are competitive with Mannatech.
13. Non-Disclosure of Trade Secrets.
-------------------------------
In further consideration of the premises, covenants and other valuable
consideration provided by Mannatech in this Agreement, and specifically in
exchange for the promises and consideration provided by Mannatech in
paragraphs 4, 5, 6, 7, 8, 9, 10, 11 and 12 and subject thereto, ▇▇▇▇
further agrees as follows:
(a) All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceivable, made,
developed, or acquired by him, individually or in conjunction with
others, during his employment by Mannatech (whether during business
hours or otherwise and whether on
Mannatech's premises or otherwise) that relate to Mannatech's
business, products, or services (including, without limitation, all
such information relating to corporate opportunities, research,
financial and sales data, pricing terms, evaluations, opinions,
interpretations, acquisitions, prospects, the identity of customers or
their requirements, the identity of key contacts within the customer's
organizations or within the organization of acquisition prospects, its
Independent Associates' names, addresses, phone numbers and rank in
the organization, or marketing and merchandising techniques,
prospective names, and marks) shall be disclosed to Mannatech and are
and shall be the sole and exclusive property of Mannatech. Moreover,
all documents, drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs,
electronic mail, voice mail, electronic databases, maps, and all other
writings or materials of any type embodying any of such information,
ideas, concepts, improvements, discoveries, and inventions are and
shall be the sole and exclusive property of Mannatech. Upon execution
hereof or within a reasonable period of time thereafter, ▇▇▇▇ shall
promptly deliver the same and all copies thereof, to Mannatech, if
applicable.
(b) ▇▇▇▇ will not, at any time, make any unauthorized disclosure of any
confidential business information or trade secrets of Mannatech of its
Affiliates, or make any use thereof. Affiliates of Mannatech shall be
third party beneficiaries of ▇▇▇▇'▇ obligations under this section. As
a result of ▇▇▇▇'▇ employment by Mannatech, ▇▇▇▇ may also from time to
time have had access to, or knowledge of, confidential business
information or trade secrets of third parties, such as customers,
suppliers, partners, joint venturers, and the like, of Mannatech and
its Affiliates. ▇▇▇▇ also agrees to preserve and protect the
confidentiality of such third party confidential information and trade
secrets to the same extent, and on the same basis, as Mannatech's
confidential business information and trade secrets. ▇▇▇▇ shall
refrain from publishing any oral or written statements about
Mannatech, any of its Affiliates, or any of such entities' officers,
employees, agents, Independent Associates or representatives (i) that
are slanderous, libelous, or defamatory, or (ii) that disclose private
or confidential information about Mannatech, any of its Affiliates, or
any of such entities' business affairs, officers, employees, agents,
or representatives, or (iii) that constitute an intrusion into the
seclusion or private lives of Mannatech, any of its Affiliates, or any
of such entities' officers, employees, agents, or representatives, or
(iv) that give rise to unreasonable publicity about the private lives
of Mannatech, any of its Affiliates, or any of such entities'
officers, employees, agents, or representatives, or (v) that place
Mannatech, any of its Affiliates, or any of such entities' officers,
employees, agents, or representatives in a false light before the
public, or (vi) that constitute a misappropriation of the name or
likeness of Mannatech, any of its Affiliates, or any of such entities'
officers, employees, agents, or representatives. A violation or
threatened violation of this prohibition may be enjoined by the
courts.
(c) If, during ▇▇▇▇'▇ employment by Mannatech, ▇▇▇▇ had created any work
of authorship fixed in any tangible medium of expression, which is the
subject matter of copyright (such as videotapes, written
presentations, acquisitions, computer programs, electronic mail, voice
mail, electronic databases, drawings, maps, architectural renditions,
models, manuals, brochures, or the like) relating to Mannatech's
business, products, or services, whether such work was created solely
by ▇▇▇▇ or jointly with others (whether during business hours or
otherwise and whether on Mannatech's premises or otherwise); Mannatech
shall be deemed the author of such work if the work is not prepared by
▇▇▇▇ within the scope of his employment but is specially ordered by
Mannatech as a contribution to a collective work, as a part of a
motion picture or other audiovisual work, as a translation, as a
supplementary work, as a compilation, or as an instructional text, and
the work shall be considered to be work made for hire and Mannatech
shall be the author of the work. If such work was neither prepared by
▇▇▇▇ within the scope of his employment nor a work specially ordered
that is deemed to be a work made for hire, then ▇▇▇▇ hereby agrees to
assign, and by these presents does assign, to Mannatech all of his
worldwide right, title, and interest in and to such work and all
rights of copyright therein.
(d) ▇▇▇▇ shall assist Mannatech and its nominee, at any time, in the
protection of Mannatech's worldwide right, title and interest in and
to information, ideas, concepts, improvements, discoveries and
inventions, and its copyrighted works, including without limitation,
the execution of all formal assignment documents
requested by Mannatech or its nominee and the execution of all lawful
oaths and applications for patents and registration of copyright in
the United States and foreign countries.
(e) ▇▇▇▇ acknowledges that money damages would not be sufficient remedy
for any breach of this section by ▇▇▇▇, and Mannatech shall be
entitled to enforce the provisions of this section by terminating any
and all payments then owing to ▇▇▇▇ under this Agreement and/or to
specific performance and injunctive relief as remedies for such breach
or any threatened breach. Such remedies shall not be deemed the
exclusive remedies for a breach of this section, but shall be in
addition to all remedies available at law or in equity to Mannatech,
including the recovery of damages from ▇▇▇▇ and his agents involved in
such breach and remedies available to Mannatech pursuant to other
agreements with ▇▇▇▇.
14. Tax Liability.
-------------
Mannatech makes no representations regarding the taxability of the
payment consideration and/or the exercise of Options conferred or to be
delivered hereunder, and ▇▇▇▇ hereby agrees that he is solely responsible
for all tax obligations, if any, including, but not limited to, all
reporting and payment obligations, which may arise as a consequence of such
payments and/or the exercise of any such Options. ▇▇▇▇ hereby agrees to
indemnify and hold Mannatech and the Mannatech Releases harmless from and
against any and all loss, cost, damage or expense, including, without
limitation, attorneys' fees, incurred by Mannatech and the Mannatech
Releases, arising out of the tax treatment of any payments and/or the
exercise of any Options received by ▇▇▇▇ as a result of this Agreement.
15. Non-Disparagement.
-----------------
▇▇▇▇ and Mannatech agree that they will not disparage each other or
their respective Affiliates. In respect to any inquiries from individuals
who are not employed with Mannatech concerning the termination of the
employment relationship between ▇▇▇▇ and Mannatech, the Parties will
respond to the effect that "▇▇▇▇▇▇▇ ▇▇▇▇ resigned to pursue other career
opportunities." The Parties shall issue a press release regarding ▇▇▇▇'▇
resignation from Mannatech as Executive Vice President of International
Finance in the form set forth in Attachment "B" hereto ("Press Release").
Such Press Release
shall not be issued prior to the Separation Date, and shall be the sole
public communication by Officers and Directors of Mannatech regarding the
severance of ▇▇▇▇.
16. Benefit to the Estate.
---------------------
In the event of ▇▇▇▇'▇ death, this Agreement shall operate in favor of
his estate ("Estate") and all payments, obligations and consideration as
contemplated hereby shall continue to be performed in favor of his Estate.
17. Breach by Mannatech.
-------------------
Should Mannatech default in timely payment on the due date of any
payment or amount due under this Agreement, ▇▇▇▇ may give written notice of
such default to the persons specified in or pursuant to this Agreement to
receive notice on behalf of Mannatech. Mannatech shall have fifteen (15)
calendar days after the receipt of such notice of default to cure any
payment default. Should Mannatech fail to cure any payment default within
fifteen (15) calendar days after such payment default notice is so
received, the entire balance remaining due and payable to ▇▇▇▇ under this
Agreement shall be accelerated and all amounts remaining unpaid under this
Agreement by Mannatech to ▇▇▇▇ shall become immediately due and payable.
After the due date, whether by acceleration or otherwise, unpaid payments
then due and payable by Mannatech to ▇▇▇▇ shall accrue interest at the
highest lawful rate chargeable in the State of Texas.
18. Breach by ▇▇▇▇.
--------------
In the event Mannatech believes that ▇▇▇▇ has breached any material
term or provision of this Agreement, Mannatech shall provide written notice
to ▇▇▇▇ identifying the provision that Mannatech asserts has been breached
by ▇▇▇▇ and demanding cure and performance of such term or provision. ▇▇▇▇
shall have fifteen (15) calendar days after receipt of such notice to cure
such breach and/or to perform such term or provision, and in the event he
fails to timely do so, all amounts which otherwise would be payable by
Mannatech to ▇▇▇▇ under this Agreement shall cease and Mannatech shall be
excused and no further amounts to him under this Agreement. Provided
however, that notwithstanding such cessation of Mannatech's obligations,
▇▇▇▇'▇ Confidentiality, Non-Competition and Non-Solicitation covenants as
identified in paragraphs 12 & 13 herein shall continue in full force and
effect as specified in this Agreement. In addition to the
remedies referenced above, Mannatech may bring suit in a court of competent
jurisdiction to enforce any material term or provision of this Agreement,
and in the event said court determines that ▇▇▇▇ has breached and/or failed
to perform any material term or provision of this Agreement, damages and
injunctive relief may be issued against him and he shall be obligated to
pay reasonable attorneys' fees, costs and expenses incurred by Mannatech.
19. Enforceability.
--------------
If ▇▇▇▇ or anyone acting on his behalf brings suit against Mannatech
seeking to declare any term of this Agreement void or unenforceable, and if
one or more material terms of this Agreement are ruled by a court of
competent jurisdiction to be void or unenforceable or subject to reduction
or modification, Mannatech may choose to cancel all of the remaining terms
of this Agreement and recover from ▇▇▇▇ (or ▇▇▇▇'▇ successors or assigns)
the value of anything paid by Mannatech in exchange for this Agreement. If
the Agreement is not canceled by Mannatech, then the remaining terms of
this Agreement, including any modification or reduction by the court, shall
continue in full force or effect.
20. Representation by Counsel
-------------------------
The Parties acknowledge that this Agreement has been drafted,
prepared, negotiated and agreed to jointly, with advice of each Party's
respective counsel, and to the extent that any ambiguity should appear, now
or at any time in the future, latent or apparent, such ambiguity shall not
be resolved or construed against either Party.
21. No Admission of Liability or Wrongdoing.
---------------------------------------
This Agreement shall not in any way be construed as an admission by
either Party of any acts of wrongdoing, violation of any statute, law or
legal or contractual right. Rather, Mannatech and ▇▇▇▇ specifically deny
and disclaim they have any liability to the other for any claims asserted
or arising out of the employment relationship or termination of employment
relationship, but are willing to enter into this Agreement described herein
to definitively resolve once and forever this matter, and to avoid the
cost, expense and delay of litigation.
22. Review by Legal Counsel.
-----------------------
▇▇▇▇ and Mannatech represent and agree that they have thoroughly
discussed all aspects of this Agreement and the effect of same with their
attorneys, that they have had a reasonable time to review the Agreement,
that they fully understand all the provisions of the Agreement and are
voluntarily entering into this Separation Agreement and General Release.
▇▇▇▇ further represents that he has not transferred or assigned to any
person or entity any claim involving Mannatech or any portion thereof or
interest therein.
23 Confidentiality.
---------------
Each of the Parties agree to keep confidential the specific terms of
this Agreement, and shall not disclose the terms of this Agreement to any
person except the financial, tax and legal advisors of ▇▇▇▇ and Mannatech
(and the Board of Directors of Mannatech) unless required to disclose the
same to others by legal process, in which event the Party so ordered shall
first give notice to the other Party and an opportunity to seek a
protective order. This Agreement may be disclosed or appended as an
exhibit to any securities filing required to be made by Mannatech, however,
after having been so disclosed or appended, ▇▇▇▇ shall have no further duty
of confidentiality concerning this Agreement, as set forth in this
paragraph.
24 Notices.
-------
All notices and other communications hereunder will be in writing.
Any notice or other communication hereunder shall be deemed duly given if
it is sent by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the intended recipient as set forth:
If to ▇▇▇▇:
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇. ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
If to Mannatech:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Mannatech, Incorporated
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Any party may send any notice or other communication hereunder to the
intended recipient at the address set forth using any other means
(including personal delivery, expedited courier, messenger services,
telecopy, telex, ordinary mail or electronic mail), but no such notice or
other communication shall be deemed to have been duly given unless and
until it is actually received by the intended recipient. Any party may
change the address to which notices and other communications hereunder are
to be delivered by giving the other party notice in the manner set forth
herein.
25. Counterparts.
------------
This Agreement may be executed in multiple counterparts, whether or
not all signatories appear on these counterparts, and each counterpart
shall be deemed an original for all purposes.
26. Governing Law.
-------------
This Agreement shall be deemed performable by all Parties in Dallas
County, Texas and the construction and enforcement of this Agreement shall
be governed by Texas law without regard to its conflicts of law rules.
27. Revocation Period.
-----------------
▇▇▇▇ has been given a period of 21 days from the Separation Date to
review and consider this Agreement before signing it. He may use as much
of this 21-day period as he wishes before signing and he is encouraged to
consult with an attorney before signing this Agreement. ▇▇▇▇ understands
that whether or not to consult with an attorney is his decision. ▇▇▇▇ may
revoke this Agreement within 7 (seven) days after signing it. Revocation
can be made by delivering a written notice of revocation to Mannatech, Inc.
ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. This agreement is subject to review and
approval by the Board of Directors and its various committees.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN
AND UNKNOWN CLAIMS AS SPECIFIED IN PARAGRAPH 10 ABOVE.
I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING AGREEMENT, THAT I
UNDERSTAND ALL OF ITS TERMS, AND THAT I AM ENTERING INTO IT VOLUNTARILY.
I FURTHER ACKNOWLEDGE THAT I AM AWARE OF MY RIGHTS TO REVIEW AND CONSIDER
THIS AGREEMENT FOR 21 DAYS AND TO CONSULT WITH AN ATTORNEY ABOUT IT, AND
STATE THAT BEFORE SIGNING THIS AGREEMENT, I EXERCISE THESE RIGHTS TO THE
FULL EXTENT THAT I DESIRED.
AGREED TO:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Date: June 21, 2001
----------------------------- ---------------------
▇▇▇▇▇▇▇ ▇▇▇▇
MANNATECH, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date: June 21, 2001
----------------------- ---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Chief Executive Officer
STATE OF TEXAS (S)
(S)
COUNTY OF DALLAS (S)
Before me, a Notary Public, on this day personally appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
on behalf of Mannatech, Inc., and that he has executed the same on behalf of
said corporation for the purposes and consideration therein expressed, and in
the capacity therein stated.
Given under my hand and seal of office this 21st day of June, 2001.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
Notary Public in and for the State of Texas
STATE OF TEXAS (S)
(S)
COUNTY OF DALLAS (S)
Before me, a Notary Public, on this day personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇,
known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of ▇▇▇▇▇▇▇ ▇▇▇▇, and
that he has executed the same for the purposes and consideration therein
expressed, and in the capacity therein stated.
Given under my hand and seal of office this 21st day of June, 2001.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
Notary Public in and for the State of Texas
Attachment "A"
Non-qualified Stock Option Agreement
Attachment "B"
EXECUTIVE VICE PRESIDENT OF INTERNATIONAL FINANCE RESIGNS
Coppell, Texas - Mannatech, Inc. has announced the resignation of
▇▇▇▇▇▇▇ ▇▇▇▇, Executive Vice President of International Finance,
effective June 30, 2001. ▇▇. ▇▇▇▇ intends to pursue and develop
private business ventures.
Mannatech, Inc. develops proprietary nutritional supplements and topical
products, which it sells through a network marketing system through the United
States and Internationally.