Full Press Release Details
This Release Agreement (this Agreement ) is entered into by and between Mannatech, Incorporated, a Texas corporation (the
Company ), and Dr. Bill H. McAnalley ( Dr. McAnalley ), effective this 9th day of August, 2005 (the Effective Date ). The Company and Dr. McAnalley are collectively referred to in this Agreement as the Parties.
WHEREAS, the Company has employed Dr. McAnalley under an Employment
Agreement effective August 7, 2003 (the Employment Agreement ), and Dr. McAnalley s employment under the Employment Agreement expires or terminates on the Effective Date;
WHEREAS, the Parties are also parties to the Supplemental Royalty
Compensation Agreement effective August 7, 2003 (the Royalty Agreement ), which is to continue in effect after Dr. McAnalley s employment under the Employment Agreement; and
WHEREAS, Dr. McAnalley desires to release the Company as provided
NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements contained in this Agreement, the Parties hereby agree as follows:
1. AGREEMENTS BY DR. MCANALLEY.
(a) Resignation: Dr. McAnalley acknowledges the cessation of his employment with the Company on the Effective Date, and concurrently resigns from each position with the Company and its subsidiaries and affiliates,
including (without limitation) as the Chief Science Officer of the Company and each trustee position and position of signatory authority (if any).
(b) Release of Claims: Dr. McAnalley, for himself and on behalf of his attorneys, heirs, assigns, successors, executors, and
administrators, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES the Company and its current and former parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and other entities, their
respective successors and assigns, and the current and former owners, shareholders, directors, officers, employees, agents, attorneys, representatives, and insurers of the Company and those other corporations, firms, associations, partnerships, and
other entities, and their respective guardians, successors, assigns, heirs, executors, and administrators (the Company and all of those other entities and persons being collectively called Released Persons ) from any and all
claims, liabilities, obligations, agreements, damages, causes of action, cost, losses, damages, and attorneys fees and expenses whatsoever, whether known or unknown, asserted or unasserted, fixed or contingent, liquidated or unliquidated, or
due or to become due (collectively, Claims ), that may have arisen, or that may arise, before or at the time of, and through, the Effective Date, whether or not connected with Dr. McAnalley s employment with the Company
or the termination or cessation of that employment. All of the Claims released, acquitted, and discharged are collectively called Released Claims. But the Released Claims exclude the Excluded Claims described (and
defined) below in this Paragraph 1(b). The Released Claims include, without limitation, any Claims arising out of, based upon, or in any way related to:
(1) the Employment Agreement and any amendments or
supplements to that agreement;
(2) any Claim of entitlement
to present or future employment or reemployment with the Company;
(3) any property, contract, or tort Claims, including (without limitation) any and all Claims of wrongful discharge, breach of employment contract, breach of any covenant of good faith and fair dealing, retaliation, intentional or negligent
infliction of emotional distress, tortious interference with contract or existing or prospective economic advantage, negligence, misrepresentation, breach of privacy, defamation, loss of consortium, breach of fiduciary duty, violation of public
policy, or any other common law Claim;
(4) any violation or
alleged violation of Title VII of the Civil Rights Act of 1964, as amended; the Older Workers Benefit Protection Act of 1990; the Equal Pay Act, as amended; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974, as
amended; the Americans With Disabilities Act; the Texas Labor Code; the Texas Unemployment Insurance Act; the Texas Worker s Compensation Act; the Civil Rights Act of 1866; the Consolidated Omnibus Budget Reconciliation Act; or any other
federal, state, or local statute, rule, regulation, order, or ordinance;
(5) any violation or alleged violation of the Age Discrimination in Employment Act, as amended (the ADEA );
(6) any Claim for bonus, sick leave, severance pay, vacation or holiday pay, life insurance, health insurance, automobile insurance, disability or
medical insurance, or any other employee benefit;
Claim relating to or arising under any other local, state, or federal statute or principle of common law (whether in contract or in tort) governing employment, discrimination in employment, and/or the payment of wages or benefits; and
(8) any Claim that the Company has acted improperly, illegally, or
unconscionably in any manner whatsoever at any time before or on the Effective Date.
The Released Claims exclude any of the following Claims that Dr. McAnalley has or may have in the future (collectively, Excluded Claims ): (i) any Claim of any breach or violation of this Agreement by the
Company, (ii) any Claim of any violation of any of the Company s obligations in those provisions of the Employment Agreement that continue in effect after the termination or cessation of Dr. McAnalley s employment, which the
Parties agree are Sections 4, 5, 6, 7, 9, 11 and 12 of the Employment Agreement, (iii) any Claim of any breach or violation of the post-employment provisions of the Royalty Agreement by the Company, (iv) any Claim under the Company s
directors and officers insurance policies, or any Claims for indemnification under the Company s bylaws, and (v) any Claim regarding any benefits to which Dr. McAnalley is entitled under the terms of any employee-benefit
plan of the Company in which Dr. McAnalley
participated during his employment with the Company.
(c) OWBPA Representations: With respect to Released Claims for any violations or alleged violations of the ADEA, Dr. McAnalley
(1) he has had at least 21 days to consider the terms of this Agreement and has either considered its term for that period of time or has
knowingly and voluntarily waived his right to do so;
(2) he has been advised by the Company to consult with an attorney regarding the terms of this Agreement;
(3) he has consulted with, or has had sufficient opportunity to consult with, an attorney of his own choosing regarding the terms of this
(4) he has read this Agreement and understands its terms and their import;
as provided by this Agreement, he has no contractual right or claim to the benefits described in this Agreement;
(6) the consideration provided for in
this Agreement to him or in his favor is good and valuable;
(7) he has a period of seven days after the execution of this Agreement to revoke this Agreement (the Revocation Period ),
which he may do only by giving notice of revocation to the Company in accordance with Paragraph 4(e) of this Agreement or he will have forever waived his right to revoke this Agreement, and this Agreement will not become effective or enforceable
until the Revocation Period has expired; and
(8) he is entering into this Agreement voluntarily, of his own free will, and without any coercion, undue influence, threat, or intimidation of
any kind whatsoever.
(d) Covenant Not to Sue:
Dr. McAnalley also COVENANTS NOT TO SUE, OR COMMENCE OR OTHERWISE PARTICIPATE OR JOIN IN ANY ADMINISTRATIVE CLAIM, ANY ACTION OR CLASS ACTION, OR ANY ARBITRATION against, any of the Released Persons based upon or asserted any of the Released
Claims. If Dr. McAnalley hereafter commences, participates or joins in, or in any other manner seeks relief against any of the Released Persons through any administrative claim, action or class action, or arbitration arising out of, based upon,
or relating to any of the Released Claims, then he shall pay, in addition to any other damages caused thereby, all attorneys fees and other costs incurred by the Released Persons in defending or otherwise responding to that claim, action or
class action, or arbitration.
Released Claims Have Not Been Assigned or Conveyed: Dr. McAnalley represents and warrants that he is the only person who may be entitled to assert any of the Released Claims against the Company or any of the other Released Persons and that
he has not assigned or conveyed to anyone else any part of or interest in any of the Released Claims. Dr. McAnalley will indemnify and hold harmless the Company and the other Released
Persons from any liability, demand, cost, expense, or attorneys fees resulting of the assertion of any of the Released Claims by any other person based
on any assignment or conveyance, or purported assignment or conveyance, from Dr. McAnalley.
(f) Obligations Regarding Confidential Information: Dr. McAnalley will perform all of his obligations (including, without limitation,
complying with all of his restrictions) in Section 4 of the Employment Agreement that apply or continue to apply upon the cessation or termination of, or after, his employment with the Company. Without limiting the generality of the preceding
sentence, Dr. McAnalley will return or deliver information to the Company as required by paragraph 4.6 of the Employment Agreement. The Company will also have or continue to have all of the rights and remedies provided to it under
Section 4 of the Employment Agreement that apply or continue to apply upon the cessation or termination of, or after, Dr. McAnalley s employment with the Company.
(g) Ownership of Information, Inventions, and Original Work: Dr. McAnalley will perform all of his
obligations (including, without limitation, complying with all of his restrictions) in Section 5 of the Employment Agreement that apply or continue to apply upon the cessation or termination of, or after, his employment with the Company.
Without limiting the generality of the preceding sentence or Section 5 of the Employment Agreement, Dr. McAnalley hereby assigns to the Company, or confirms his assignment to the Company of, the proprietary rights to Work Product (as
defined in Section 5 of the Employment Agreement) as required by part b. of the second subparagraph of paragraph 5.1 of the Employment Agreement. The Company will also have or continue to have all of the rights and remedies provided to it under
Section 5 of the Employment Agreement that apply or continue to apply upon the cessation or termination of, or after, Dr. McAnalley s employment with the Company.
(h) Non-Competition and Non-Solicitation: Dr. McAnalley will perform all of his obligations (including,
without limitation, complying with all of his restrictions) in Section 6 of the Employment Agreement that apply or continue to apply upon the cessation or termination of, or after, his employment with the Company. The Company will also have or
continue to have all of the rights and remedies provided to it under Section 6 of the Employment Agreement that apply or continue to apply upon the cessation or termination of, or after, Dr. McAnalley s employment with the Company.
(i) Non-Disparagement: Dr. McAnalley will
perform all of his obligations (including, without limitation, complying with all of his restrictions) in Section 9 of the Employment Agreement that apply or continue to apply upon the cessation or termination of, or after, his employment with
the Company. The Company will also have or continue to have all of the rights and remedies provided to it under Section 9 of the Employment Agreement that apply or continue to apply upon the cessation or termination of, or after,
Dr. McAnalley s employment with the Company.
(j) Cooperation: Dr. McAnalley will cooperate fully with the Company in connection with (i) any matter related to the Company s business and activities by being available, at mutually agreeable times in person
or by telephone, and without any unreasonable interference with his other activities, to provide such information as may from time to time be requested by the Company regarding various matters in which he was involved during his
employment with the Company, and (ii) any and all pending or future litigation or administrative claims, investigations, or proceedings involving the
Company, including (without limitation) his meeting with the Company s counsel and advisors at reasonable times upon their request and providing testimony (in court or arbitration hearing or at depositions) that is truthful, and complete in
accordance with information known to him.
of Revocation by Dr. McAnalley: If Dr. McAnalley revokes this Agreement, the Company shall have no obligations under this Agreement, though the revocation will not affect the Parties respective rights and obligations that survive
the termination or cessation of employment under the Employment Agreement.
(l) Return of Company Property. Upon the execution of this Agreement, Dr. McAnalley shall return all (i) Confidential Information (as defined in the Employment Agreement) that is not necessary
to fulfill his duties under his Consulting Agreement with the Company, dated August 8, 2005, (ii) equipment, (iii) supplies, or (iv) other property of the Company that is in his possession, custody or control.
(m) Company-Leased Automobile. During the term of his
employment, the Company leased an automobile (the Company Car ) for Dr. McAnalley s use. Upon the execution of this Agreement, or as soon as practical thereafter (but in no event more than thirty days after the Effective
Date), Dr. McAnalley shall return the Company Car to the Company.
AGREEMENTS BY THE COMPANY.
Dr. McAnalley: The Company will pay Dr. McAnalley the following amounts, by delivery of Company checks to Dr. McAnalley:
(1) All accrued, unpaid base salary, less applicable withholdings required by law, through the Effective
Date. This payment will be made to Dr. McAnalley on either the first usual and customary employee-pay date of the Company after the Effective Date or the first business day of the Company after the expiration of the Revocation Period, whichever
All reimbursable amounts for reimbursable expenses incurred before the Effective Date, as required by Section 3.3 of the Employment Agreement. This payment will be made to Dr. McAnalley within 10 business days after all conditions to
reimbursement, in accordance with the Company s policies and procedures, are satisfied.