Exhibit 10.1


 


	
  December 1,
  2005

  	
   

  
	
   

  	
   

  
	
  Ms. Anne
  Linsdau-Hoeppner

  	
   

  



940 Tisbury Lane


Lake Forest, Illinois
60045


 


RE:  Separation of Employment and Release
Agreement


 


Dear Anne:


 


This
letter is to set forth the agreement between Merisant US, Inc., Merisant
Company and Merisant Worldwide, Inc. 
(collectively referred to as the “Company”) and you with respect to your
separation of employment from the Company. 
As of December 1, 2005, your job responsibilities as Executive Vice
President, Global Human Resources and Communications will cease due to the
elimination of your position in connection with the Company’s restructuring
efforts.  Upon execution of this
Agreement and subject to your compliance with the terms and conditions set
forth herein, you will be entitled to the payments and benefits set forth
below:


 


We
have agreed:


 


1.               Separation
Pay and Benefits.  Assuming that you
do not revoke this Agreement pursuant to Paragraph 10 below, the Company will
pay, make available or provide to you the payments and benefits as described in
subparagraphs (a) through (e) below:


 


(a)           The
Company will pay to you severance payments totaling $123,846 less all
authorized and required federal, state, and other withholdings.  Such severance payments shall be made in
fourteen (14) equal installments on the 15th and last day of each
calendar month beginning on the next payroll cycle, which payroll cycle begins
fifteen (15) days after the date of this Agreement.  The period in which such installments are
made is referred to herein as the “Severance Period”.  In the event you have used reasonable efforts
to obtain suitable employment during the Severance Period and you are not
employed at the end of the Severance Period the Company will pay you additional
severance payments totaling $17,692 less all authorized and required federal,
state, and other withholdings.  In such
event, you will deliver notice to the Company of such continued unemployment at
least one week prior to the end of the Severance Period.  Such additional severance payments will be
made on the 15th and last day of the calendar month immediately
following the end of the Severance Period. 
In the event of your death or Disability (as hereinafter defined)
between the date of the execution of this Agreement and the completion of the
payments in this subparagraph (a), the Company shall pay to you, your estate or
beneficiary, as applicable, the difference between the total of any
installments paid up to the date of death or Disability and the total amount to
be paid under this subparagrpah (a).  “Disability”
shall mean with respect to the period between the execution of this Agreement
and completion of the payments, the inability of Employee for a period of sixty
(60) consecutive days to perform the services that Employee had performed for
the Company by reason of mental or physical impairment, whether resulting from
illness, accident or otherwise.


 


(b)           Commencing
on the 1st day of the month after your termination date, the Company
will continue to pay the employer portion of your premiums to continue your
current coverage under the Company’s health and dental plans for three (3) months
following the date hereof under
the Consolidated Omnibus Budget Recovery Act, as amended (“COBRA”), after 


 





















 


which time your participation in the Company’s
health and dental plans shall be governed solely by COBRA and at your sole
expense.


 


(c)           The
Company will make available to you, at the Company’s expense, a six (6) month
executive level outplacement service program with Scherer Schneider Paulick, a
professional career outplacement firm in the Chicago area.  The Company will pay the costs for such
outplacement program directly to the outplacement services provider.


 


(d)           A
one-time payment of $1,000.00 for reimbursement of education and financial planning
services obtained at your election.  Such
payment will be made to you with the payment of the 1st installment
of the severance payments.


 


(e)           You
will be paid for any vacation days that have been earned but not yet used in
2005, if any.


 


(f)            You
acknowledge that the thresholds for payment under the Company’s Long Term
Incentive Plan will not be met and no payouts will be made under such
plan.  Additionally, you also acknowledge
that the Merisant Worldwide, Inc. 2004 
IDS Incentive Plan and the Merisant Company Supplemental Long Term
Incentive Plan have been terminated by the Board of Directors and no grants or
payouts have been, or will be, made under such plans.


 


(g)           Your
eligibility to participate in all other Company benefits (including 401(k), short-term
disability, long-term disability, noncontributory life insurance, etc.) will
cease as of your termination date of December 1, 2005.  All pay and other benefits under any Company
plan, policy or procedure which are due and payable on account of your
termination of employment will be paid according to the terms of those
established plans, policies and procedures. 
You further acknowledge, however, that the above-described severance
payments and benefits described in this Agreement cannot be considered in the
calculation of retirement plan benefits under any Company plan.


 


(h)           You
will receive a letter of recommendation from the Chief Executive Officer of the
Company in form and substance reasonably acceptable to you and acceptable to
the Company.


 


2.               Incentive
Compensation.  You acknowledge that
the requirement that you be employed on January 3, 2006 in order to
receive an annual incentive payment under the terms of your employment with the
Company has not been met and therefore no annual incentive payments are due to
you.


 


3.               Release.  In consideration for the severance pay and
benefits and the transition bonus described above in Paragraph 1  (“the severance package”), and except as set
forth in this Agreement, you, on behalf of yourself and your heirs, executors,
administrators, attorneys and assigns, hereby waive, release and forever
discharge the Company, together with the Company’s subsidiaries, shareholders,
divisions and affiliates, whether direct or indirect, its and their joint
ventures and joint venturers (including their respective directors, officers,
employees, shareholders, partners and agents, past, present and future), and
each of its and their respective successors and assigns (collectively, the “Company
Releasees”), from any and all known or unknown actions, causes of action,
claims or liabilities of any kind that have been or could be asserted against
any of the Company Releasees arising out of or related to your employment with
and/or separation from employment with the Company or any of the other Company
Releasees, or any other occurrence up to and including the date of this
Agreement, including but not limited to:


 


2





















 


(a)           claims,
actions, causes of action or liabilities arising under Title VII of the Civil
Rights Act, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”),
the Employee Retirement Income Security Act, as amended, the Rehabilitation
Act, as amended, the Americans with Disabilities Act, as amended, the Family
and Medical Leave Act, as amended, and/or any other federal, state, municipal
or local employment discrimination statutes or ordinances (including, but not
limited to, claims based on age, sex, attainment of benefit plan rights, race,
religion, national origin, marital status, sexual orientation, ancestry,
harassment, parental status, handicap, disability, retaliation and veteran
status); and


 


(b)           claims,
actions, causes of action or liabilities arising under any other federal,
state, municipal or local statute, law, ordinance or regulation; and


 


(c)           any
other claim whatsoever including, but not limited to, claims for severance pay
(including but not limited to claims for severance pay and benefits and/or
enhanced severance pay and benefits under the Merisant US, Inc. Severance
Pay Plan), claims for attorney’s fees, claims based upon breach of contract,
wrongful termination, defamation, intentional infliction of emotional distress,
tort, personal injury, invasion of privacy, violation of public policy, negligence
and/or any other common law, statutory or other claim whatsoever arising out of
or relating to my employment with and/or separation from employment with the
Company and/or any of the other Company Releasees, but excluding (i) claims
for breach of this Agreement, (ii) the filing of an administrative charge
of discrimination, (iii) any claims you may make under state workers’
compensation or unemployment laws, and/or (iv) any claims which by law you
cannot waive.


 


4.               Company
Release.  In consideration for
performance by you of your obligations under the terms of this Agreement, the
Company, on behalf of itself and its subsidiaries, shareholders, divisions and
affiliates (including their respective directors, officers, employees,
shareholders, partners and agents, past, present and future) and each of its
and their respective successors and assigns, hereby waives, releases and
forever discharges you, your heirs, executors, administrators, attorneys and
assigns (“Your Releasees”) from any and all known or unknown actions, causes of
action, claims or liabilities of any kind that have been or could be asserted
against any of Your Releasees arising out of or related to your employment with
and/or separation from employment with the Company or any of Your Releasees, or
any other occurrence up to and including the date of this Agreement, including
but not limited to claims, actions, causes of action or liabilities arising
under any other federal, state, municipal or local statute, law, ordinance or
regulation.


 


5.               Covenant
Not to Sue.  Except for a breach of
the obligations of such party hereunder, each party agrees never to sue any of
the Company Releasees or Your Releasees, respectively, become party to a
lawsuit on the basis of any claim of any type whatsoever arising out of or
related to your employment with and/or separation from employment with the
Company and/or any of the other releasees, other than, as applicable to you, a
lawsuit by you to challenge the validity of this Agreement under the ADEA.  Each party further acknowledges and agrees
that if such party breaches this section by suing the other party, then (i) the
other party shall be entitled to apply for and receive an injunction to
restrain such breach, (ii) in the case of a breach by you, the Company
shall not be obligated to continue the offering or payment of the severance
package to you, (iii) the breaching party shall be obligated to pay to the
other party its costs and expenses in enforcing this Agreement and defending
against such lawsuit (including court costs, expenses and reasonable legal
fees), and (iv) as an alternative to (iii) with respect to a breach
by you, at the Company’s option, you shall be obligated upon demand to repay to
the Company all but $100.00 of the severance package paid or made available to
you.


 


3





















 


6.               Cooperation
and Non-Disparagement.  After the
termination of your employment, you agree to cooperate with, and assist the
Company in any investigations, proceedings or actions relating to any matters
in which you were involved or had knowledge while employed by the Company,
subject to reimbursement for approved reasonable expenses and your other
covenants and commitments under this Agreement. 
Each party also agrees not to do or say anything, directly or
indirectly, which in any way disparages the other party, or in the case of the
Company, the Company’s management, products or business practices or otherwise
reflects negatively upon the Company.


 


7.               Additional
Waiver.  You further waive your right
to any monetary recovery should any federal, state or local administrative
agency pursue any claims on your behalf arising out of or related to your
employment with and/or separation from employment with the Company and/or any
of the other Releasees.


 


8.               Return
of Property and Expense Reimbursement. 
On or before the termination date, you shall return to the Company all
Company property in your possession, custody or control, including but not
limited to confidential Company information, computer equipment, software,
cellular telephone, personal digital assistant, telephone calling card and
credit cards.


 


9.               Confidentiality.  You hereby acknowledge and reconfirm all of
the terms and conditions set forth in that certain agreement by and between
you, attached hereto as Exhibit A. 
Each party also agrees that it will keep confidential all terms of this
Agreement, including but not limited to the amount(s) and other specifics of
the severance payments and benefits discussed herein, as well as any
proprietary information of the other party, except that you may make necessary
disclosures to members of your immediate family, your attorney(s) or tax
advisor(s) and the Company may make disclosures as required by law or
disclosures to its attorneys, accountants and tax advisors.  Notwithstanding the foregoing, the Company
shall be permitted to disclose the terms of this Agreement in any public filing
with the Securities and Exchange Commission and to file a copy of this
Agreement with the Securities and Exchange Commission to the extent that such
disclosure is required under applicable federal securities laws.


 


10.         Time
Periods.  You acknowledge that you
have considered this Agreement thoroughly and that you were encouraged to
consult with an attorney before signing this Agreement.  After execution by you of this Agreement, you
may revoke this Agreement within seven (7) days after signing it.  Any revocation must be made in writing and
submitted within such seven (7) day period to the Company’s Vice
President, General Counsel.  If you
revoke this Agreement, you will not be entitled to receive the severance pay
and benefits and the incentive compensation described in Paragraph 1.


 


11.         Individual
Agreement.  You acknowledge that this
Agreement has been individually negotiated between the Company and you and is
not part of or otherwise connected with any voluntary or involuntary group
termination program.


 


12.         Consideration.  You also understand that the severance pay
and benefits and transition bonus that you will receive from the Company in
exchange for signing and not later revoking this Agreement is in addition to
anything of value to which you already are entitled to receive from the Company
or any of the Company Releasees.


 


4





















 


13.         Severability.  If any term of this Agreement is found, held
or deemed by a court of competent jurisdiction to be void, unlawful or
unenforceable, that term shall be severed from this Agreement, and the
remainder of this Agreement shall continue in full force and effect.


 


14.         Governing
Law.  This Agreement is deemed made
and entered into in the State of Illinois, and in all respects shall be
interpreted, enforced and governed under the laws of the State of
Illinois.  Any dispute under this
Agreement shall be adjudicated by a court of competent jurisdiction in the City
of Chicago, State of Illinois.


 


15.         Knowing
and Voluntary Agreement.  You further
acknowledge and agree that you have carefully read and fully understand all of
the terms and conditions of this Agreement and that you knowingly and
voluntarily enter into this Agreement by signing below.


 


16.         Entire
Agreement.  This Agreement, together
with the exhibits and agreements referenced herein, and any plans governing or
addressing your benefits as a Company employee, constitutes the entire
agreement between you and the Company and supersedes any prior written or oral
understanding, agreement, representation or arrangement.  This Agreement may only be modified by a
written instrument signed by the parties hereto.


 


If
this Agreement accurately reflects our agreement and the terms and conditions
with respect to your continued employment and termination of employment please
execute both originals of this Agreement, retain one for your files and return
one to the Company’s Vice President, General Counsel.


 


Sincerely,


 


	
  MERISANT
  WORLDWIDE, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul Block

  	
   

  
	
   

  	
  Paul Block

  	
   

  
	
   

  	
  Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  MERISANT COMPANY

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul Block

  	
   

  
	
   

  	
  Paul Block

  	
   

  
	
   

  	
  Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  MERISANT US,
  INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul Block

  	
   

  
	
   

  	
  Paul Block

  	
   

  
	
   

  	
  Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and
  agreed to

  
	
  this 1st day of
  December, 2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/

  	
  Anne
  Linsdau-Hoeppner

  	
   

  
	
   

  	
  Anne
  Linsdau-Hoeppner

  	
   

  



 


5





















 


EXHIBIT A


 


AGREEMENT


 


In
consideration of the compensation and other benefits of my employment and
continued employment by Merisant Company or one of its Subsidiaries and of
other valuable consideration, I agree with Merisant as follows:


 


EMPLOYMENT BY
MERISANT


 


As used herein, “Merisant” means Merisant Company or
one of its Subsidiaries, whichever is my employer.  The term “Subsidiary” means any corporation,
joint venture or other business organization in which Merisant Company now or
hereafter, directly or indirectly, owns or controls more than a fifty percent
(50%) equity interest.


 


During my Merisant employment I shall devote my
working time and best efforts to the service of Merisant and shall comply with
the policies and procedures of Merisant, including those relating to security
and employee conduct, and I shall not engage in any planning or other business
or technical activity, competitive with or in conflict with the business
interests of Merisant Company or any Subsidiary.


 


CONFIDENTIAL
INFORMATION


 


As
used herein, “Confidential Information” means all technical and business
information of Merisant Company and its Subsidiaries, whether patentable or
not, which is of a confidential, trade secret and/or proprietary character and
which is either developed by me (alone or with others) or to which I have
access during my employment.  “Confidential
Information” such also include results derived from confidential evaluations
of, and the confidential use or non-use by Merisant Company or any Subsidiary
of, technical or business information in the public domain.


 


I shall use my best efforts and diligence both during
and after my Merisant employment to protect the confidential, trade secret
and/or proprietary character of all Confidential Information.  I shall not, directly or indirectly, use (for
myself or another) or disclose any Confidential Information for so long as it
shall remain proprietary or protectible as confidential or trade secret
information, except as may be necessary for the performance of my Merisant
duties and as may be required by courts, administrative or regulatory agencies.


 


I shall deliver promptly to Merisant, at the
termination of my employment, or at any other time at Merisant’s request,
without retaining any copies, all documents and other material in my possession
relating, directly or indirectly, to any Confidential Information.


 


Each of my obligations in this section shall also
apply to the confidential, trade secret and proprietary information learned or
acquired by me during my employment from others with whom Merisant Company or
any Subsidiary has a business relationship.


 


I understand that I am not to disclose to Merisant
Company or any Subsidiary, or use for its benefit, any of the confidential,
trade secret or proprietary information of others, including any of my former
employers.


 


1





















 


COMPETITIVE
ACTIVITY


 


I shall not, directly or indirectly (whether as owner,
partner, consultant, employee or otherwise), at any time during the period of
two years following termination for any reason of my final employment with
Merisant Company or any Subsidiary, engage in or contribute my knowledge to any
work or activity that involves a (a) tabletop sweetener product; or (b) any
product or process, which is then competitive with a product or process (i) from
which the Subsidiary, division or region of Merisant for which I devoted the
majority of my time then derives a material portion of its earnings and (ii) about
which I accessed Confidential Information while at Merisant Company or any
Subsidiary at any time during the period of five years immediately prior to
such termination (“Competitive Work”). 
Following the expiration of said two year period, I shall continue to be
obligated under the “Confidential Information” section of this Agreement
not to use or to disclose Confidential Information so long as it shall remain
proprietary or protectible as confidential or trade secret information.


 


During my employment by Merisant and for a period of
two years thereafter, I shall not, directly or indirectly, induce or attempt to
induce a salaried employee of Merisant Company or any of its Subsidiaries to
accept employment or affiliation involving Competitive Work with another firm
or corporation of which I am an employee, owner, partner, shareholder, or
consultant.


 


If, at any time of enforcement of this Agreement, a
court or an arbitrator holds that the terms stated in this “Competitive
Activity” section are unreasonable under circumstances then existing, the
parties hereto agree that the maximum period or scope reasonable under such
circumstances shall be substituted for the stated period or scope and that the
court shall be allowed to revise the restrictions contained herein to cover the
maximum period and/or scope permitted by law.


 


IDEAS, INVENTIONS
OR


DISCOVERIES


 


I shall promptly disclose to Merisant all ideas,
inventions or discoveries, whether or not patentable, which I may conceive or
make, alone or with others, during my employment, whether or not during working
hours, and which directly or indirectly


 


(a)          relate
to matters within the scope of my duties or field of responsibility during my
employment by Merisant Company or its Subsidiaries; or


 


(b)         are
based on my knowledge of the actual or anticipated business or interests of
Merisant Company or its Subsidiaries; or


 


(c)          are
aided by the use of time, materials, facilities or information of Merisant
Company or its Subsidiaries.


 


I hereby assign to Merisant, or its nominee, without further
compensation, all of my right, title and interest in all such ideas, inventions
or discoveries in all countries of the world.


 


Without further compensation but at Merisant’s
expense, I shall give all testimony and execute all patent applications, rights
of priority, assignments and other documents and in general do all lawful
things requested of me by Merisant to enable Merisant to obtain, maintain, and
enforce protection of such ideas, inventions


 


2





















 


and discoveries for and
in the name of Merisant, or its nominee, in all countries of the world.  However, should I render any of these
services following termination of my employment, I shall be compensated at a
rate per hour equal to the base salary I received from Merisant at the time of
termination and shall be reimbursed for reasonable out-of-pocket expenses
incurred in rendering the services.


 


I recognize that ideas, inventions or discoveries of
the type described above conceived or made by me, alone or with others, within
one year after termination of my employment are likely to have been conceived
in significant part while employed by Merisant. 
Accordingly, I agree that such ideas, inventions or discoveries shall be
presumed to have been conceived during my Merisant employment unless and until
I have established the contrary by clear and convincing evidence.


 


MISCELLANEOUS


 


This Agreement shall be construed under the laws of
the State of Illinois and shall be binding upon and enforceable against my heirs
and legal representatives and the assignees of any idea, invention or discovery
conceived or made by me.


 


To the extent this Agreement is legally enforceable,
it shall supersede all previous agreements covering this subject matter between
me and Merisant Company or its Subsidiaries, but shall not relieve me or such
other party from any obligations incurred under any such previous agreement
while in force.


 


If any provision of this Agreement is held invalid in
any respect, it shall not affect the validity of any other provision of this Agreement.  If any provision of this Agreement is held to
be unreasonable as to time, scope or otherwise, it shall be construed by
limiting and reducing it so as to be enforceable under then applicable law.


 


If I
am transferred from the company which was my employer at the time I signed this
Agreement to the employment of another company that is a Subsidiary of Merisant
Company or is Merisant Company itself, and I have not entered into a
superseding agreement with my new employer covering the subject matter of this
Agreement, then this Agreement shall continue in effect and my new employer
shall be termed “Merisant” for all purposes hereunder and shall have the right
to enforce this Agreement as my employer. 
In the event of any subsequent transfer, my new employer shall succeed
to all rights under this Agreement so long as such employer shall be Merisant
Company or one of its Subsidiaries and so long as this Agreement has not been
superseded.


 


Nothing in this Agreement alters the at-will
employment relationship between Merisant and its employees.


 


3