EXHIBIT 10.18
CONTRACT COMPLETION AGREEMENT AND GENERAL RELEASE
This Contract Completion Agreement and General Release ("Agreement") is entered
into by and among Merisant Company ("Merisant") and Anthony J. Nocchiero
("Nocchiero").
WHEREAS, Nocchiero's employment with Merisant has terminated, and Nocchiero and
Merisant desire to enter into this Agreement to set forth the terms of
Nocchiero's resignation, including provision of the payments and benefits set
forth herein to Nocchiero in recognition of his services to Merisant; and
WHEREAS, Nocchiero and Merisant currently are parties to an Employment Agreement
dated July 18, 2005 and Exhibits thereto (hereinafter collectively referred to
as the "Employment Agreement"), a true and correct copy of which is attached as
Exhibit 1 hereto, and Nocchiero and Merisant Worldwide, Inc. are parties to an
Indemnification Agreement dated July 18, 2005 (hereinafter referred to as the
"Indemnification Agreement"), a true and correct copy of which is attached as
Exhibit 2 hereto.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and for other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties agree as follows:
1.
RESIGNATION.
NOCCHIERO HEREBY VOLUNTARILY RESIGNS FROM ANY AND
ALL OFFICER AND DIRECTOR POSITIONS (IF ANY) WITH MERISANT, MERISANT US, INC., A
DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF MERISANT ("MERISANT US"),
MERISANT WORLDWIDE, INC., A DELAWARE CORPORATION AND THE PARENT OF MERISANT
("WORLDWIDE") (MERISANT, MERISANT US AND WORLDWIDE COLLECTIVELY REFERRED TO
HEREIN AS THE "COMPANY") AND ANY AND ALL OTHER SUBSIDIARIES AND OTHER AFFILIATES
THEREOF, AS APPLICABLE, WHICH RESIGNATIONS ARE EFFECTIVE AT THE CLOSE OF
BUSINESS ON MARCH 5, 2007.
NOCCHIERO'S EMPLOYMENT SHALL TERMINATE AT THE CLOSE
OF BUSINESS ON MARCH 31, 2007 (SUCH DATE REFERRED TO HEREIN AS THE "SEPARATION
DATE"), WHICH FOR ALL PURPOSES UNDER THE EMPLOYMENT AGREEMENT SHALL BE A
TERMINATION BY MERISANT WITHOUT "CAUSE."
UNTIL THE SEPARATION DATE, NOCCHIERO
SHALL PERFORM SUCH TRANSITION DUTIES AND RESPONSIBILITIES THAT THE COMPANY MAY
REQUEST FROM TIME TO TIME (THE "TRANSITION PERIOD").
DURING THE TRANSITION
PERIOD, PROVIDED THAT HE DOES NOT REVOKE THIS AGREEMENT IN ACCORDANCE WITH
PARAGRAPH 15 BELOW, NOCCHIERO SHALL CONTINUE TO RECEIVE HIS CURRENT PRO RATED
BASE SALARY AND SHALL PARTICIPATE IN APPLICABLE COMPANY BENEFIT AND INCENTIVE
PLANS IN WHICH HE CURRENTLY PARTICIPATES IN ACCORDANCE WITH THEIR TERMS AND
CONDITIONS (AS IN EFFECT OR AS AMENDED FROM TIME TO TIME).
THE COMPANY HEREBY
ACCEPTS ALL SUCH RESIGNATIONS BY NOCCHIERO.
2.
SEVERANCE PAYMENT AND BENEFITS.
(A)
SUBJECT TO THE TERMS OF
THIS AGREEMENT, AND PROVIDED THAT NOCCHIERO COMPLIES WITH THE TERMS OF PARAGRAPH
6 OF THE EMPLOYMENT AGREEMENT (AS LIMITED BY THE SECOND SENTENCE OF PARAGRAPH 5
OF THE EMPLOYMENT AGREEMENT) AND DOES NOT REVOKE THIS AGREEMENT IN ACCORDANCE
WITH PARAGRAPH 15 BELOW, MERISANT SHALL PAY NOCCHIERO THE SEVERANCE PAYMENTS AND
BENEFITS SET FORTH IN PARAGRAPH 4(B) OF THE EMPLOYMENT AGREEMENT, INCLUDING ALL
"ACCRUED BENEFITS" (AS THAT TERM IS DEFINED IN PARAGRAPH 4(A) OF THE EMPLOYMENT
AGREEMENT).
THE PARTIES ACKNOWLEDGE AND AGREE THAT, PURSUANT TO SECTION 4(B) OF
THE EMPLOYMENT AGREEMENT:
(I)
NOCCHIERO'S "SEVERANCE"