Exhibit 10.15


 


January 30, 2004


 


Mr. James T. Anderson


 


Re:          Separation Agreement and Release


 


Dear Jim:


 


As you know, for the past two months we have been
discussing with you the change in leadership at Zomax.  In addition, there was a disagreement
between you and Zomax as to the amount of your severance pay.  The disagreement has been resolved.  In consideration of this Agreement, both you
and Zomax have agreed to the following terms.


 


1.             End of Employment.


 


a.                                       Your employment and
officership with Zomax will terminate effective at the close of business
January 30, 2004 (the “Termination Date”); you will be paid your current salary
through that date.  To reflect the fact
that you are entitled to thirty (30) days notice, you will be paid an
additional thirty (30) days of compensation equal to your current monthly
salary.  This amount will be paid on
February 23, 2004.  In consideration for
this additional payment you release and waive any rights, claims and actions
you may have for bonuses, vacation pay or any other benefits arising out of
this notice period.


 


b.                                      Your last official day
in the office will be January 30, 2004. 
You will, however, be able to access your office as you and Anthony
Angelini reasonably agree, but not later than April 30, 2004, to attend to
“clean-up issues” or personal matters. 
During this period you have agreed to assist Anthony Angelini in the CEO
transition, as he may reasonably request, without compensation.


 


c.                                       By signing this
Agreement, you agree and acknowledge that you are not eligible for any other
payments or benefits except for those expressly described in this Agreement,
provided that you sign and do not rescind this Agreement.


 


2.             Separation Payments.  Specifically in consideration of your
signing this Agreement and subject to the limitations, obligations, and other
provisions contained in this Agreement, Zomax agrees to pay you the following
amounts, in addition to your salary through January 30, 2004.


 


a.             Accrued vacation benefits equal to your accrued hours,
as if your employment was terminated as of February 29, 2004, multiplied by the
hourly rate on your most recent paycheck.


 


b.                                      Severance of $2.0
million.


 


c.             You and your family shall be entitled to continued participation
in Zomax’s group medical insurance plan, as it exists from time to time, at
Zomax’s expense for a five-year period following the Termination Date, subject
to termination of participation upon your becoming entitled to comparable
benefits on subsequent employment.  By your signature below, you acknowledge and
agree that Zomax may modify or terminate its group medical insurance plan at
any time and that you shall have the same right to participate in such plan
only as is provided on an equivalent basis to Zomax’s employees.


 


Neither
of the payments described in this Section 2a and Section 2b above will be
eligible for 403(b) matching contributions. 
Both payments will be less applicable withholding and deductions. The
vacation benefits will be paid in a lump sum on February 23, 2004.  The severance pay described in Section 2b
above shall be paid within sixty (60) days after the expiration of the
rescission periods described in Section 8 of this Agreement.


 

















 


The payments described in this Section 1a and this
Section 2 shall be considered timely if delivered to you by Federal Express at
your home address in Florida and postmarked on the date payment is due.  If the date payment would be due falls on a
weekend or holiday, payment shall be considered timely if delivered to you on
the next business day following such weekend or holiday.


 


3.             Chairman of the Board.  You will continue to serve as Chairman of
the Board until the next annual meeting of shareholders.  You will receive Board fees equal to
twenty-five percent (25%) of the current annual retainer paid to all
non-management directors not serving on committees.


 


4.             Other Board Positions.  Effective as of the Termination Date, you
will agree to resign as a director of Microgistix, Inc. and any subsidiary of
Zomax.


 


5.             Stock Options.  You will be entitled to exercise your
incentive and nonqualified stock options in whole or in part at any time for
one hundred twenty (120) days after the Termination Date.  You agree, however, that you will not buy or
sell any Zomax securities during the black out periods, as described in the
Zomax Insider Trading Policy.  Once you
are no longer serving as a director of Zomax you will no longer be bound by
Zomax’s Insider Trading Policy, but you should consult your personal attorney
should you decide to make any trades of Zomax securities within six months of
the last day of your service as a director of Zomax.  Zomax will continue to assist you in reporting any transactions
in Zomax securities under Section 16 for the period in which you remain bound
by Section 16 reporting requirements. 
It will be your responsibility to provide Zomax on a timely basis the
necessary information required to adhere to the Section 16 reporting
requirements.


 


6.             Release of Claims.  Specifically in consideration of the
separation payments described in Section 2, and to which you would not
otherwise be entitled, by signing this Agreement you and Zomax, for themselves
and anyone who has or obtains legal rights or claims through them, agree to the
following:


 


a.             Subject to the exceptions set forth below in this
Section 6a, you and Zomax (as defined in Section 6e below) hereby do release,
agree not to sue, and forever discharge each other of and from any and all
manner of claims, demands, actions, causes of action, administrative claims,
liability, damages, claims for punitive or liquidated damages, claims for
attorneys’ fees, costs and disbursements, or demands of any kind whatsoever,
they have or might have against each other, whether known or unknown, in law or
equity, contract or tort, arising out of the termination of your
employment.  The foregoing release does
not extend to the attorneys’ fees, costs and disbursements which Zomax has
agreed to advance to you in connection with any civil shareholders’ or SEC enforcement
action brought against you arising directly from the SEC’s current
investigation of Zomax, you and other parties. 
Your right to the advance of attorneys’ fees and costs is subject to the
continuing validity of the Undertaking submitted by you in connection with
Zomax’s agreement to advance such attorneys’ fees and expenses.  In addition, this release does not preclude
you from seeking from Zomax or through legal action indemnification and/or an
advance of attorney’s fees and costs in any action relating to your time at
Zomax as an employee or director.  Such
will also be the case should a criminal action be commenced against you arising
out of the current SEC investigation. 
Neither does anything in this Section 6 require Zomax without an order
of the court to advance to you attorneys’ fees and costs in any criminal action
brought against you or adversely affect your right to any applicable insurance
coverage for officers, directors and employees or indemnification under
applicable statutes and the bylaws, policies and Board resolutions of Zomax for
matters unrelated to the current SEC investigation.


 


b.             This release includes, without limiting the generality
of the foregoing, any claims you may have for wages, bonuses, commissions,
penalties, deferred compensation, vacation pay, separation pay and/or benefits,
defamation, invasion of privacy, negligence, breach of contract, estoppel,
emotional distress, improper discharge (based on contract, common law, or
statute, including any federal, state or local statute or ordinance prohibiting
discrimination or retaliation in employment), violation of the United States
Constitution, the Minnesota Constitution, the Age Discrimination in Employment
Act, 29 U.S.C. § 621 et  seq., the Minnesota Human Rights Act,
Minn. Stat. § 363.01 et  seq., Title VII of the Civil Rights Act,
42 U.S.C. § 2000e et  seq., the Americans with Disabilities Act,
42 U.S.C. § 12101 et  seq., the Employee Retirement Income
Security Act of 1976, 29 U.S.C. § 1001 et  seq., the Family and
Medical Leave Act, 29 U.S.C. § 2601 et  seq., any claim arising
under Minn. Stat. Chapters 177 and 181, Minn. Stat. § 176.82, and any claim for
retaliation or discrimination based on sex, race, color, creed, religion, age,
national origin, marital status, sexual orientation, disability, status with
regard to public assistance or any other protected class, or sexual or other
harassment.


 

















 


You hereby waive any
and all relief not provided for in this Agreement.  You understand and agree that, by signing this Agreement, you
waive and release any past, present, or future claim to employment with Zomax
and you agree not to seek employment with Zomax.


 


c.             Subject to the exceptions set forth in Section 6a above,
you affirm that you have not caused or permitted, and to the full extent
permitted by law will not cause or permit to be filed, any charge, complaint,
or action of any nature or type against Zomax, including but not limited to any
action or proceeding raising claims arising in tort or contract, or any claims
arising under federal, state, or local laws, including discrimination
laws.  If you file, or have filed on
your behalf, a charge, complaint, or action, you agree that the payment and
benefits described above in Section 2 are in complete satisfaction of any and all
claims in connection with such charge, complaint, or action.


 


d.             You are not, by signing this Agreement, releasing or
waiving (1) any vested interest you may have in any 403(b) plan by virtue of
your employment with Zomax, (2) any rights or claims that may arise after the
Agreement is signed, (3) the post-employment payments specifically promised to
you under this Agreement, or (4) the right to institute legal action for the
purpose of enforcing the provisions of this Agreement.


 


e.             Zomax, as used in this Section 6, shall mean Zomax
Incorporated and its subsidiaries, related and affiliated entities, and as to
all matters relating to Zomax, its and their present and former officers,
directors, shareholders, trustees, and employees, whether in their individual
or official capacities, and the current and former trustees or administrators
of any pension or other benefit plan applicable to the employees or former
employees of Zomax, in their official and individual capacities.


 


7.             Notice of Right to Consult
Attorney and Twenty-One (21) Day Consideration Period.  By signing this Agreement, you acknowledge
and agree that Zomax has informed you by this Agreement that (1) you have the
right to consult with an attorney of your choice prior to signing this
Agreement, and (2) you are entitled to twenty-one (21) days from the receipt of
this Agreement to consider whether the terms are acceptable to you.  Zomax encourages you to use the full 21-day
period to consider this Agreement but you have the right, if you choose, to
sign this Agreement prior to the expiration of the twenty-one (21) day period.


 


8.             Notification of Rights under the
Minnesota Human Rights Act (Minn. Stat. Chapter 363) and the Federal Age
Discrimination in Employment Act (29 U.S.C. § 621 et seq.).  You are hereby notified of your right to
rescind the release of claims contained in Section 6 with regard to claims
arising under the Minnesota Human Rights Act, Minnesota Statutes Chapter 363,
within fifteen (15) calendar days of your signing this Agreement, and with
regard to your rights arising under the federal Age Discrimination in
Employment Act, 29 U.S.C. § 621 et  seq., within seven (7)
calendar days of your signing this Agreement. 
The two rescission periods shall run concurrently.  In order to be effective, the rescission must


 


a.             Be in writing; and


 


b.             Delivered to Anthony Angelini, Zomax Incorporated, 5353
Nathan Lane, Plymouth, MN 55442


 


c.             If delivered by mail, the rescission must be postmarked
within the required period, properly addressed to Anthony Angelini, as set
forth above, and sent by certified mail, return receipt requested.


 


This Agreement will be effective upon the expiration of
the 15-day period without rescission. 
You understand that if you rescind this Agreement in accordance with
this Section 8, you will not receive the separation payments described in
Section 2 and you will be obligated to return any such payments if already
received.


 


9.             Post-Employment Restrictions.  You are bound by certain post-employment
restrictions contained in Sections 9, 12, and 13 of your Employment Agreement
dated January 1, 1999 (the “Employment Agreement”).  In further consideration of the severance payment and benefits
described in this Agreement, you agree that you are and you continue to be
bound by the post-employment restrictions and obligations contained in Sections
9, 12, and 13 of the Employment Agreement.


 

















 


10.           Return of Property.  By signing this Agreement, you acknowledge
and agree that all documents and materials relating to the business of, or the
services provided by, Zomax are the sole property of Zomax.  By signing this Agreement you further agree
and represent that you have returned to Zomax all of its property, including
but not limited to, all Company records, emails, and other documents and
materials, whether on computer disc, hard drive or other form, and all copies
thereof, within your possession or control, which in any manner relate to the
business of, or the duties and services you performed on behalf of Zomax,
except that you are allowed to retain copies of such materials as you deem
necessary to defend yourself in any legal actions relating to or arising out of
your employment by Zomax, including without limitation, those materials now in
the possession of you and your legal and financial advisers.  As to the materials in your possession, you
will advise Zomax in writing which materials are in your possession which may
be described by category rather than on an individual basis.  It is expressly agreed, moreover, that you
may copy the contents of any hard drive of the computer(s) you used while the
CEO of Zomax.  To the extent that it is
appropriate and to the extent that copies of Company records, emails, hard
drives and other documents not retained by you are required by you or your
counsel in connection with the SEC enforcement action or any Department of
Justice, shareholder or other legal and administrative action, you will be
provided with such copies in a timely manner, subject to your agreement, as
with the retained items mentioned above, to keep such records, emails, hard
drives or documents confidential. 
Anthony Angelini will consult with you in connection with all matters
related to this Section 10.


 


11.           Confidential and Proprietary
Information.  By signing this
Agreement, you acknowledge and agree that you have had access in your
employment with Zomax to confidential information of Zomax and further
acknowledge and agree that the release or disclosure of any confidential
information of Zomax will cause Zomax irreparable injury.  By signing this Agreement, you acknowledge
that you have not used or disclosed, and agree that you will not at any time
use or disclose, to any other entity or person, directly or indirectly, any
confidential information of Zomax, except as may be required by legal process.  For purposes of this Agreement, the term
“confidential information” shall include, but not be limited to, information or compilation of information
that you have learned or developed during the course of your employment with
the Company that derives independent economic value from not being generally
known, or readily ascertainable by proper means, by other persons who can
obtain economic value from its disclosure or use.  It includes but is not limited to trade secrets, inventions,
discoveries, and may relate to such matters as research and development,
manufacturing processes, management systems and techniques and sales and
marketing plans and information.


 


12.           Non-Disparagement and
Confidentiality.  The parties hereby
agree not to disparage the other or disclose or discuss, directly or
indirectly, in any manner whatsoever, any information regarding the contents
and terms of this Agreement or the circumstances of your departure from Zomax,
except as required by law and as set forth in the year-end press release which
you have reviewed.  Notwithstanding the
foregoing, you may discuss this confidential information with your legal and
financial advisors and your spouse, provided they agree to keep the information
confidential, or as otherwise required by law.


 


13.           Remedies.  If you or Zomax breach any term of this
Agreement, the other party shall be entitled to its available legal and
equitable remedies against the breaching party, including but not limited to
suspending and recovering any and all payments made or to be made under this
Agreement.  Both parties further agree
that, if either breaches or threatens to breach Sections 10, and 12 of this
Agreement, the non-breaching party shall be entitled as a matter of right to injunctive relief and
reasonable attorneys’ fees, costs, and expenses, in addition to any other
remedies available at law or equity. 
Moreover, Zomax will be entitled to those same remedies in the event you
breach Sections 9 or 11.  The parties
further agree that, if either breaches any restriction contained in Section 12
of your Employment Agreement (as incorporated by reference in Section 9 of this
Agreement), then the time period for such restriction(s) shall be extended by
the length of time that you were in breach. 
If Zomax seeks and/or obtains relief
from an alleged breach of this Agreement, all of the provisions of this
Agreement shall remain in full force and effect.


 


14.           Successors and Assigns.  This Agreement is personal to you and may
not be assigned by you without the written agreement of Zomax.  Should you die prior to the completion of
all of the terms of this Agreement, any remaining benefits will inure to your
heirs and/or the personal representative of your estate.  The rights and obligations of this Agreement
shall inure to the successors and assigns of Zomax.


 


15.           Enforceability.  If a court finds any term of this Agreement
to be invalid, unenforceable, or void, the parties agree that the court shall
modify such term to make it enforceable to the maximum extent possible.  If the term


 

















 


cannot be modified, the
parties agree that the term shall be severed and all other terms of this
Agreement shall remain in effect.


 


16.           Law Governing.  This Agreement shall be governed and
construed in accordance with the laws of the State of Minnesota.


 


17.           Full Agreement.  This Agreement contains the full agreement
between you and Zomax and may not be modified, altered, or changed in any way
except by written agreement signed by both parties.  The parties agree that this Agreement supersedes and terminates any
and all other written and oral agreements and understandings between the
parties, except for Sections 9, 12, and 13 of the Employment Agreement, which
shall remain in full force and effect.


 


18.           Acknowledgment of Reading and
Understanding.  By signing this
Agreement, both parties acknowledge that they have read this Agreement,
including the release of claims contained in Section 6, and understand its
terms and conditions.  By signing this
Agreement, the parties also acknowledge and agree that they have entered into
this Agreement knowingly and voluntarily.


 


19.           No Inference or Presumption


 


Nothing in this Agreement
presumes, infers or constitutes an acknowledgement of wrongdoing of any kind.


 


20.           Supercedes Previous Agreement.  It is expressly understood and agreed that
to the extent the terms of Anderson’s Employment Agreement (as cited above)
conflict with the terms of this Agreement, the terms of this Agreement shall
supercede and displace the employment agreement and be in all respects
controlling.


 


After
you have reviewed this Agreement and obtained whatever advice and counsel you
consider appropriate regarding it, please evidence your agreement to the
provisions set forth in this Agreement by dating and signing both copies.  Please then return one copy of this
Agreement in the envelope provided.  You
should keep the other copy for your records.


 


Sincerely,


 


	
  ZOMAX INCORPORATED

  
	
   

  
	
  By /s/ Anthony Angelini

  	
   

  
	
   

  	
  Anthony Angelini

  
	
   

  	
  Its President and Chief Operating Officer

  
			



 

















 


ACKNOWLEDGMENT AND SIGNATURE


 


By
signing below, I, James T. Anderson, acknowledge and agree to the following:


 


•                  I have had adequate
time to consider whether to sign this Separation Agreement and Release.


•                  I have read this
Separation Agreement and Release carefully.


•                  I understand and agree
to all of the terms of the Separation Agreement and Release.


•                  I am knowingly and
voluntarily releasing my claims, as described in Section 6 of the Separation
Agreement and Release, against Zomax.


•                  I have not, in signing
this Agreement, relied upon any statements or explanations made by Zomax except
as for those specifically set forth in this Separation Agreement and Release.


•                  I intend this
Separation Agreement and Release to be legally binding.


•                  I am signing this
Separation Agreement and Release on or after my last day of employment with
Zomax.


 


 


Accepted
this 30th day of January , 2004.


 


 


	
  /s/
  James T. Anderson

  	
   

  
	
  James T. Anderson