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WEN » Topics » Sachs Termination Agreement

This excerpt taken from the WEN 8-K filed Dec 21, 2007.

Sachs Termination Agreement

In accordance with the terms of the Sachs Termination Agreement, upon the closing of the Merger (the “Termination Date”), Gregory H. Sachs resigned as a director and officer of Deerfield and its subsidiaries and his employment agreement with Deerfield and DCM terminated. As a result of the Merger, Mr. Sachs is no longer deemed to be an executive officer of Triarc.

In addition, the Sachs Termination Agreement provided that, until the earlier of the consummation of the Merger, the termination of the Merger Agreement or

 

 

 

December 31, 2007, Mr. Sachs and his affiliates would refrain from exercising certain rights they had under the existing operating agreement of Deerfield, including the right to require Triarc to purchase all or a portion of the membership interests in Deerfield held by Mr. Sachs’ affiliates. The Sachs Termination Agreement also provides, among other things, that:

 

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Mr. Sachs will be paid a severance benefit equal to the base salary Mr. Sachs would have received had he remained employed with Deerfield and its subsidiaries from the Termination Date until July 22, 2009, in accordance with the severance provisions in Mr. Sachs’ employment agreement;

 

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Mr. Sachs will be paid a pro-rated bonus based on Deerfield’s 2007 financial performance;

 

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Deerfield and its subsidiaries will use reasonable efforts to provide Mr. Sachs with access to his office space and the services of his administrative assistant until February 29, 2008, at Deerfield’s expense;

 

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Deerfield and Triarc will use commercially reasonable efforts to transfer to Mr. Sachs certain key man life insurance policies; and

 

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Deerfield and Triarc will release Mr. Sachs and certain related parties from certain claims to the extent they relate to periods occurring prior to the Termination Date.

In consideration for Deerfield’s payment of specified amounts, Mr. Sachs and his affiliates (i) provided a customary release of certain claims they may have against Deerfield, Triarc and certain related parties, and (ii) agreed to certain covenants relating to non-disparagement and non-disclosure of confidential information. Additionally, Mr. Sachs and his affiliates agreed to certain covenants restricting their ability to hire, employ or solicit current or former employees of Deerfield, DCM, DFR and Triarc.

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