Termination Agreement

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EX-10.15 3 dex1015.htm TERMINATION AGREEMENT - ADRIAAN NUHN Termination Agreement - Adriaan Nuhn

Exhibit 10.15

Termination Agreement

The undersigned:

 

1. the public limited company Sara Lee/DE N.V. with its corporate seat in Joure and having offices in Utrecht, hereinafter referred to as the “Company”, duly represented by C.J.A, van Lede, chairman of Supervisory Board of Company,

 

2. the public limited company Sara Lee Corporation, with its corporate seat in Downers Grove (IL), United States, hereinafter referred to as “SLC”, duly represented by Dan Ryan, Senior Vice President, Compensation and Benefits of SLC, and

 

3. Mr. A. Nühn, residing at Burgemeester s’Jacoblaan 24, 1401 BR Bussum, hereinafter referred to as the “Employee”

Whereas:

As a consequence of the restructuring plan of Company, the parties have reached the conclusion that respective employment agreements between the Employee and the Company and SLC should end in the manner provided in, and subject to, the terms of this agreement.

Have agreed as follows:

 

1. The Employee’s contract of employment with both the Company and SLC will terminate as of 1 January 2008 by mutual consent.

 

2. The employee shall resign as managing director (“bestuurder”) of the Company and other group companies (if any) as of 31 December 2007, which resignation the Company and other group companies shall accept. Immediately upon such resignation, the Company will secure the registration thereof with the Dutch Trade Register and any other relevant trade register abroad (if any).

 

3. Based on the information now available to the Company, the Employee will be discharged for his management of the Company and the group companies during the following Company shareholders meeting.

 

4. The Directors & Officers insurance will continue to apply for acts etc. of Employee until 31 December 2007.

 

5. In connection with the termination of the employment agreement the Company and SLC shall jointly pay to the Employee a redundancy payment of a gross amount of EUR 3,201,665. This amount will be allocated and paid by the Company and SLC on a pro rata basis in accordance with the split payroll that is currently in place.

6. The Company and SLC shall agree to pay this redundancy payment in accordance with the Employee’s reasonable preferences to minimise taxes and tax withholding, provided that this will be (i) in compliance with applicable laws and (ii) does not result in higher costs and/or a significant administrative bourdon for the Company and/or SLC. For the avoidance of doubt, it is agreed that a payment, partially or in whole, by way of a premium for an annuity (stamrecht) to a for that matter qualifying insurance company, including an incorporate annuity vehicle (“stamrecht-B.V.”), shall not be considered as causing a administrative bourdon for the Company and/or SLC.

 

7. The Company and SLC shall pay the redundancy payment by January 31, 2008 provided that the Employee’s payment instructions are received timely and are found to be in compliance with article 6 hereof.

 

8. On termination of the employment agreement, the Employee shall receive a correct final payment. All holidays accrued until the termination date will be considered used.

 

9. During a period of 26.75 months following the termination of the employment contract, the Employee shall continue to participate in the current Dutch Employee pension plans. During these 26.75 months the Company shall continue to pay the employer’s contribution to this pension plan. In case of continued participation by the Employee, the Employee shall continue to pay the employee contribution that is currently due by the Employee.

 

10. At any moment before or during the 26.75 months of continued pension participation, the Employee may elect to cancel such participation as per the end of a calendar month. If the Employee so elects, in lieu of continued participation in the pension plants as provided for in article 9 above he will be entitled to an additional gross payment by the Company. Such gross payment shall be equal to the value of Company’s contribution for the number of months that the Company would – in the absence of a cancellation as per this article 10 – have continued the Employee’s participation in the pension plans. The value of the Company’s contribution for 26.75 months is set at EUR 329,014. The amount so calculated shall be payable within 45 days of the cancellation or – if the cancellation is exercised before the end of the employment agreement - at the time of the payment of the redundancy payment as mentioned in article 7 hereof.

 

11. The Company and SLC shall pay the Employee a supplemental compensation payment contingent upon a successful completion of objectives related to the Sara Lee International reorganization in the amount of EUR 300,000. The bonus will be contingent upon the Central Works Council accepting the reorganization as described in the request for advice dated March 20 2007 by way of positive advice, or neutral/negative advice with acceptance of the decision of the Company to execute the reorganization as planned without a procedure before the “Business Chamber” of the Court of appeal of Amsterdam. If due, the bonus will be paid out to the Employee together with and at the time of the payment of the redundancy payment as mentioned in article 7 hereof.

 

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12. The Employee will be released from his day-to-day duties and activities after the CWC Advice has been received in accordance with article 11 hereof and the restructuring has been completed. Such completion will take place promptly after the Company has made the decision (in accordance with article 11 hereof) to execute the reorganization. It is foreseen that the Employee’s duties and activities in connection with the completion of the restructuring will be limited to the immediate finalization of pending activities and the orderly transition of his tasks, projects and files that cannot be immediately finalized.

 

13. The Employee is allowed to use the company car until 8 January, 2008.

 

14. The Employee shall return the company car provided to him together with the car keys, vehicle registration certificates, and all other related accessories and documents, to the Company’s office not later than on 8 January, 2008.

 

15. The Employee shall not be entitled to any further award of RSUs during the remainder of his employment contract.

 

16. The Company and SLC will pay the Employee a bonus-payment for the active services period through, at the latest, 31 December 2007 of EUR 330,345 gross. Such bonus shall be paid out to the Employee together with and at the time of the payment of the redundancy payment as mentioned in article 7 hereof.

 

17. The Company shall contribute up to EUR 11,538 (exclusive of VAT), to the legal fees (including tax advice) incurred by the Employee in connection with the termination of the employment agreement. To that effect, the attorney of the Employee may make up a note of charges to that amount in the name of the Company, which note will then be paid by the Company.

 

18. Schedule 1 lists the stock options that have been granted to the Employee as of 1 June 2007. During the 26,75 month period after the termination date (the “Severance Period”), Employee’s stock options and RSUs (if any) shall continue to vest and shall also be eligible for exercise in accordance with the terms and conditions of the stock option agreements in force between Employee, the Company and SLC. During the Severance Period, Employee’s stock options shall continue to be governed by all of the terms and conditions of the stock option agreements in force between Employee, the Company and SLC. Following the end of the Severance Period, Employee shall be treated as a retired participant under the Company’s and/or SLC’s stock option plans. As a retired participant, Employee’s then outstanding stock options will continue to vest and may be exercised until the earlier of (i) the expiration date of the option or (ii) five years following the date on which the Severance Period ends; provided, however, that with respect to any options granted on or after 27 January 2000, such options may be exercised at any time prior to the expiration date of the option. Further details on the Employee’s retirement status and his right in connection therewith are shown in schedule 2 to this agreement.

 

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19. The Employee is eligible for financial counseling services with the person or entity of his choosing during the Severance Period. The total value of these services is capped at € 32,729 and may be reimbursed to or paid on behalf of the Employee anytime during the 26.75 months following the termination of the Employee’s employment contract.

 

20. Each party shall refrain from disclosing this agreement, or any details of the negotiations that led to the agreement, in any way to any third party, except insofar as a disclosure obligation arises from a statutory provision. Parties may share this agreement with their respective counsel and attorneys, provided such counsel or attorney is bound by professional confidentiality obligations.

 

21. After the employment agreement ends, the current confidentiality clause and non-compete clause set out in the employment agreement will stay in force. Notwithstanding the foregoing, the Chief Executive Officer of SLC will promptly review any request by the Employee to waive the application of such non-compete clause with respect to a specific opportunity available to the Employee (provided that SLC shall be under no obligation to grant such a waiver).

 

22. In the event the Employee’s respective employment agreements with the Company and SLC shall end as a result of the death of the Employee, the termination conditions of this agreement shall not apply. In that case, all financial arrangements currently in place for the Employee’s surviving relatives (including but not limited to widows pension) shall in that case be applied as if this agreement were not entered into.

 

23. The Company and SLC will provide positive reference when so requested by the Employee.

 

24. After the signing of this termination agreement, the parties shall not exercise any rights against one another in connection with the employment agreement and the termination thereof or on any other basis, other than the rights and obligations under this agreement.

The parties hereby grant each other full and final discharge from any claims and obligations other than those referred to in this agreement.

 

25. The Employee will not disparage or criticize, orally or in writing, the business, products, policies, decisions, directors, officers or employees of the Company or any of its operating divisions or affiliates to any person. The Company will not disparage or criticize the Employee to any person or entity.

 

26. This agreement cannot be dissolved in part or in whole.

 

27. This termination agreement will be governed by the laws of the Netherlands. In relation to any legal action or proceedings arising out of or in connection with this agreement each of the parties submits to the exclusive jurisdiction of the competent courts in the Netherlands.

 

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in evidence whereof:

this agreement is signed in duplicate in the manner set out below.

 

/s/ C.J.A. van Lede
Sara Lee/DE NV
Date: 15 June 2007
/s/ Dan Ryan
Sara Lee Corporation
Date: 4 June 2007
/s/ Adriaan Nühn
Mr A. Nühn
Date: 15 June 2007

 

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Schedule 2

Adriaan Nuhn

Term: 12/31/07

 

•  

January 27, 2005 grant of 30,996 restricted share units under the Retention LTRSU - distribute 30,996 shares after 1/27/08.

 

•  

August 25, 2005 grant of 37,154 restricted share units under the LTRSU FY06 - FY08 (12,385 units remaining to be distributed) - distribute 12,385 shares after 8/31/08.

 

•  

August 31, 2006 grant of 47,149 restricted share units under the EMLTIP FY07 - FY09. - distribute shares after 8/31/09. The actual number of shares distributed will be based on the achievement of the FY07 - FY09 EMLTIP performance measures. Shares not distributed shall be forfeited.

 

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   Sara Lee Corporation
Personnel Grant Status    ID: 36 ###-###-####
   3500 Lacey Road
   Downers Grove, IL 60515

AS OF 6/1/2007

Adriaan Nuhn

Board of Management

Vleutensevaart 100

Utrecht, IL Netherlands 3532 AD

S T O C K O P T I O N S

 

Number

   Grant Date   Expiration Date   Plan   Type   Granted   Price   Exercised   Vested   Unvested   Outstanding   Exercisable

00009747

   8/26/1999   8/26/2009   8USA   NQ   19,166   $ 19.5044   0   19,166   0   19,166   19,166

00009749

   8/30/2001   8/30/2011   8USA   NQ   77,362   $ 18.8318   0   77,362   0   77,362   77,362

00009751

   8/30/2001   8/30/2011   8STP   NQ   21,373   $ 18.8318   0   21,373   0   21,373   21,373

00009959

   2/20/2002   4/27/2010   00   NQ   42,029   $ 18.3497   0   42,029   0   42,029   42,029

00009960

   2/20/2002   4/27/2010   8USA   NQ   11,156   $ 18.3497   0   11,156   0   11,156   11,156

00010324

   8/27/2002   8/27/2007   8USA   NQ   155   $ 17.9838   0   155   0   155   155

00010325

   8/28/2002   8/28/2007   8USA   NQ   40,349   $ 17.6739   0   40,349   0   40,349   40,349

00010326

   8/27/2002   8/27/2007   8STP   NQ   562   $ 17.9838   0   562   0   562   562

00010327

   8/28/2002   8/28/2007   8STP   NQ   145,506   $ 17.6739   88,100   145,506   0   57,406   57,406

00013591

   10/10/2002   4/27/2010   00   NQ   8,670   $ 18.5864   0   8,670   0   8,670   8,670

00013592

   10/10/2002   4/27/2010   00   NQ   32,735   $ 18.5864   0   32,735   0   32,735   32,735

00013593

   10/10/2002   4/27/2010   8USA   NQ   2,404   $ 18.5864   0   2,404   0   2,404   2,404

00013594

   10/10/2002   4/27/2010   8STP   NQ   9,077   $ 18.5864   0   9,077   0   9,077   9,077

00013902

   1/30/2003   1/30/2013   8STP   NQ   3,740   $ 16.7054   0   3,740   0   3,740   3,740

U0013902

   1/30/2003   1/30/2013   8USA   NQ   2,068   $ 16.7054   0   2,068   0   2,068   2,068

00014196

   6/10/2003   6/10/2008   8USA   NQ   33,073   $ 21.1045   0   33,073   0   33,073   33,073

00014202

   6/10/2003   6/10/2008   8STP   NQ   59,854   $ 21.1045   0   59,854   0   59,854   59,854

00014217

   6/16/2003   6/16/2008   8STP   NQ   7,855   $ 21.1045   0   7,855   0   7,855   7,855

00014224

   6/16/2003   6/16/2008   8USA   NQ   4,340   $ 21.1045   0   4,340   0   4,340   4,340

00016171

   8/29/2002   8/29/2012   8STP   NQ   33,689   $ 15.9607   22,459   33,689   0   11,230   11,230

00016172

   8/29/2002   8/29/2012   8USA   NQ   12,774   $ 15.9607   8,515   12,774   0   4,259   4,259

00016184

   2/2/2004   8/29/2012   8USA   NQ   3,926   $ 18.2722   0   3,926   0   3,926   3,926

00016325

   2/2/2004   8/29/2012   00   NQ   10,548   $ 18.2722   0   10,548   0   10,548   10,548

00016329

   2/2/2004   4/27/2010   00   NQ   41,848   $ 18.2722   0   41,848   0   41,848   41,848

00016330

   2/2/2004   4/27/2010   8USA   NQ   11,282   $ 18.2722   0   11,282   0   11,282   11,282

00016668

   6/9/2004   8/26/2009   00   NQ   16,337   $ 20.0413   0   16,337   0   16,337   16,337

 

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   Sara Lee Corporation
Personnel Grant Status    ID: 36 ###-###-####
   3500 Lacey Road
   Downers Grove, IL 60515

AS OF 6/1/2007

Adriaan Nuhn

Board of Management

Vleutensevaart 100

Utrecht, IL Netherlands 3532 AD

S T O C K O P T I O N S

 

Number

   Grant Date   Expiration Date   Plan   Type   Granted   Price   Exercised   Vested   Unvested   Outstanding   Exercisable

00018447

   11/4/2004   8/29/2012   00   NQ   3,808   $ 19.9811   0   3,808   0   3,808   3,808

00018448

   11/4/2004   8/29/2012   00   NQ   10,047   $ 19.9811   0   10,047   0   10,047   10,047

00018449

   11/4/2004   8/28/2007   00   NQ   64,558   $ 19.9811   0   64,558   0   64,558   64,558

00018699

   12/14/2004   8/28/2007   00   NQ   18,331   $ 20.7989   0   18,331   0   18,331   18,331

00018987

   1/27/2005   8/26/2009   8STP   NQ   69,115   $ 19.7443   0   69,115   0   69,115   69,115

00018989

   1/27/2005   8/26/2009   8STP   NQ   9,433   $ 26.8896   0   9,433   0   9,433   9,433

00019207

   1/27/2005   8/26/2009   8USA   NQ   5,212   $ 26.8896   0   5,212   0   5,212   5,212

00019464

   8/25/2005   8/25/2015   8STP   NQ   81,367   $ 16.8216   0   27,122   54,245   81,367   27,122

U0019464

   8/25/2005   8/25/2015   8USA   NQ   44,958   $ 16.8216   0   14,986   29,972   44,958   14,986

B0000709

   8/31/2006   8/31/2016   8STP   NQ   103,254   $ 14.3165   0   0   103,254   103,254   0

BU000709

   8/31/2006   8/31/2016   8USA   NQ   57,053   $ 14.3165   0   0   57,053   57,053   0
                                 

Totals

           1,119,014     119,074   874,490   244,524   999,940   755,416

 

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