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EXHIBIT A

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April 2( 2007

Donald G. Drapkin 58 Old Quarry Road Englewood, NJ 07631 Dear Donald: This letter agreement (the "Agreement") confirms our mutual understanding regarding the termination of your employment with MacAndrews & Forbes Inc. (the "Company") and the termination of the Fourth Amended and Restated Employment Agreement, between the Company and you, dated as of April 7, 1992 and effective as of January 1, 1992, together with all amendments and appendices thereto (collectively, the "Prior Employment Agreement"). 1. The Prior Employment Agreement is hereby terminated effective May 1, 2007, and of no further force and effect. We agree that no further amounts are due and owing to you from the Company and its affiliates under the Prior Employment Agreement (except amounts, if any, as have accrued to you pursuant to the Company's or its affiliates' employee benefit plans and are unpaid as ofthe date hereof). The Company and you agree that termination of the Prior Employment Agreement is consideration for the Company and you entering into this Agreement and accordingly, that the Company's obligations under this Agreement will not be subject to any duty on your part to mitigate damages;whether under the Prior Employment Agreement or otherwise. 2. You and the Company have agreed that your last day of employment will be May 1,2007 (the "Termination Date") and that you will vacate your current office as soon as practicable. 3. If you agree to the terms and conditions set forth in this Agreement, the Company will provide you with the following benefits: a. The Company will pay to you an aggregate amount of $15,500,000, less such deductions or amounts to be withheld as required by applicable law and regulations, payable as follows: $2,250,000 on July 1, 2009; $2,250,000 on January 1,2010, $2,250,000 on July 1,2010; $2,250,000 on January 1,2011; $2,250,000 on July 1,2011; $2,250,000 on January 1,2012; and $2,000,000 on July 1, 2012. b. Until you reach the age of 65, the Company will reimburse you for anymedical expenses (defined as those expenses covered by the executive medical reimbursement program then in effect for the Company, from time to time) incurred by you and your immediate family which are not otherwise reimbursed through medical

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plans, if any, covering you or your immediate family. Reimbursement of medical expenses will be based upon presentation of medical bills or such other supporting information as the Company customarily may require of its executive officers. c. The Company will afford you continued use of the driver and automobile currently used by you through December 31, 2007, at which time you will return the automobile to the Company. The Company shall continue to furnish you with a private secretary of your choice and a Bloomberg terminal and service, through December 31, 2007. d. The Company and you agree that the $6,000,000 in aggregate outstanding indebtedness owed by you to the Company will be forgiven in installments of $600,000 per year beginning in 2007 and ending in 2016. e. The Company shall payor reimburse you for all reasonable business expenses incurred or paid by you through May 1, 2007, upon presentation of expense statements or vouchers or such other supporting information as the Company customarily may require of its executive officers. f. Concurrently with the execution of this Agreement, you and Ronald O. Perelman shall enter into the termination of the TransTech Pharma, Inc. Agreement attached as Annex A hereto. g. Concurrently with the execution of this Agreement, the Company shall deliver to you a stock certificate evidencing the transfer to you of 673,324 shares of Series E Convertible Preferred Stock, par value $.001 per share (the "Shares"), dated the date hereof, and in such form satisfactory to you as shall be effective to vest in you good and valid title to the Shares, free and clear of any option, call, contract, commitment, demand, lien, charge, security interest or encumbrance whatsoever. The Company shall at any time, and from time to time, after the date hereof, execute, acknowledge and deliver all further assignments, transfers, and any other such instruments of conveyance, upon your request, to confirm the transfer of the Shares hereunder. h. Concurrently with the execution of this Agreement, you and the Company will enter into the amended promissory note with respect to Allied Security Holdings LLC attached as Annex B hereto. 4. You agree, if and when requested, to resign from each office of the Company and its affiliates held by you. 5. You agree not to take any action or to make any statement that does, or is reasonably likely to, enter the public domain and disparages the business or management of the Company or any of the Company's affiliates, or any of its Related Persons, with respect to any period during which you were either employed by the Company or receive benefits under this Agreement. The Company agrees that it shall not instruct or authorize any directors, officers, agents, or employees of the Company or any of the Company's

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affiliates or any of its Related Persons to take any action or make any statement, written or oral, that disparages or criticizes you. Nothing in this Section 5 shall prevent you or the Company, the Company's affiliates or any of its Related Persons from truthfully responding in connection with governmental inquiries or as required by subpoena, court order or legal process. Upon receipt by either party of written notice of any breach of this Section 5, the party receiving such notice shall have a period of 10 days to respond to and cure any such breach. a. You agree to keep and retain in the strictest confidence all 6. confidential matters of the Company and its affiliates, including, without limitation, "know how", trade secrets, customer lists, pricing policies, operational methods, technical processes, fonnulae, inventions and research projects, other business affairs of the Company and its affiliates, and any infonnation whatsoever concerning any stockholder, director, officer, employee or agent of the Company or its affiliates or their respective family members learned by you heretofore or hereafter, and not to disclose them to anyone outside of the Company either after your employment with the Company or during or after the tenn of this agreement, except in the course ofperfonning your duties under this agreement or with the Company's express written consent. The foregoing prohibitions shall include, without limitation, directly or indirectly publishing (or causing, participating in, assisting or providing any statement, opinion or infonnation in connection with the publication of) any diary, memoir, letter, story, photograph, interview, article, essay, account or description (whether fictionalized or not) concerning any of the foregoing, publication being deemed to include any presentation or reproduction of any written, verbal or visual material in any communication medium, including any book, magazine, newspaper, theatrical production or movie, or television or radio programming or commercial. All advertising, sales, manufacturers' and other materials or articles of infonnation, including without limitation, data processing reports, customer sales analyses, invoices, price lists or infonnation, samples, or any other materials or data of any kind furnished to you by the Company or its affiliates or developed by you at the Company's or its affiliates' direction or for the Company's or its affiliates' use are, and shall remain the sole and confidential property of the Company. You also agree to deliver promptly to the Company at any time the Company may so request all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof), including data stored in computer memories or on other media used for electronic storage and retrieval, relating to the Company's business or the business of its affiliates and all property associated therewith, which you may possess or have under your control. b. The Company agrees to keep and retain in the strictest confidence all confidential matters of the Executive and not to disclose them to anyone outside of the Company, provided, however, that this Section 6.b shall not apply to infonnation that is required to be disclosed by application of law or in connection with submissions to applicable regulatory authorities, valid subpoena, court order or by any rule or regulation of a court of competent jurisdiction.

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c. For a period of two years from the date hereof, you shall not, directly or indirectly, (i) induce or attempt to influence any employee of the Company or its affiliates (other than Nancy Link) to terminate his or her employment with the Company or (ii) advise, engage in (as a principal, partner, director, officer, agent, employee, consultant, or otherwise) or be financially interested in any company which derived more than fifty percent (50%) ofits net revenues and operating income for such company's most recent fiscal year from a business or businesses that are directly competitive with any operating business of MacAndrews & Forbes Holdings Inc. owned as of the date hereof. However, nothing contained in this Section 6.c shall prevent you from acquiring no more than five percent (5%) of any class of equity securities of such company, acquiring controlling interests in non-competitive enterprises, establishing a biotechnology fund, or engaging in investment or merchant banking with JPMorgan Chase, BlackRock, Kelso & Company, Gleacher Partners or Lazard, so long as you remain in compliance with Sections 6.c and 6.d d. You agree that until two years from the date of this agreement, you will not, without the prior approval of the Board of Directors of the Company, (i) acquire or make any proposal to acquire any securities of any of Allied Security Holdings, LLC, Clarke American Corp., M&F Worldwide Corp., Revlon Consumer Products Corporation, Revlon, Inc. and Scientific Games Corporation (or any of their successor entities) (the" Public MacAndrews Companies"), (ii) propose to enter into any merger or business combination involving any of the Public MacAndrews Companies or purchase a material. portion of the assets of any of the Public MacAndrews Companies, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of any of the Public MacAndrews Companies, (iv) form,join or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of any of the Public MacAndrews Companies, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of any of the Public MacAndrews Companies, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require any of the Public MacAndrews Companies to make a public announcement regarding the possibility of a business combination or merger. Except as provided in the immediately preceding sentence, you also agree that, during such two year period, you will not request the Company or our representatives to amend or waive any provision of the immediately preceding sentence. e. If the period of time in Section 6.c above shall be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months so that the restrictions contained in Section 6.c may be enforced for such time as is adjudged to be reasonable. If you violate any of the restrictions contained in the foregoing Section 6.c, the restrictive period shall extend for the period beginning from the time of commencement of any such violation until such time as such violation shall be cured by you to the satisfaction of the Company. f. In the event that you receive any request for confidential information, whether by court order, subpoena or other judicial or administrative process

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or otherwise, prior to responding to such request, you will promptly notify, Barry F. Schwartz, at (212) 572-5170, or his designee at least twenty days in advance of the date designated for the production or furnishing of such materials, or as far in advance of such date as circumstances permit if notification within a twenty day period is not possible. You further agree to cooperate with any efforts by or on behalf of the Company, including pennitting the Company to participate with counsel of its choice, to modify, limit, quash or take other appropriate action in connection with any such subpoena, discovery demand, legal process or other request for Company Infonnation. g. Moreover, should you be approached by anyone requesting any confidential infonnation about the Company and/or Related Persons, you will not divulge any such infonnation, unless it is unlawful to do so, and you will contact Barry F. Schwartz, at (212) 572-5170, or his designee, to report such contact and take all steps reasonably directed by him and/or his designee to prevent disclosure of any such infonnation. h. Notwithstanding anything in Section 6.a to the contrary, for so long as you abide by the tenns and conditions set forth in this agreement, you may continue to possess the equipment identified in Section I of Annex C, which equipment shall become your property on December 31, 2007, provided that you promptly provide to the Company copies of all electronic files in your (or your personal assistant's) personal possession relating to the Company or its affiliates and not otherwise available to the Company, after which you delete (and do not attempt to recover) all copies of such files in your possession. You will reasonably cooperate with the Company in arranging promptly for the delivery directly to you in your name of all bills with respect to services provided after May 1, 2007 in connection with the equipment identified in Section I of Annex C or any other equipment in your possession, other than the Bloomberg terminal. Except as set forth in this Section 6.h, you will promptly return the equipment identified in Section II of Annex C and any other Company equipment in your possession. For a period of two years from the date of this Agreement, the Company will arrange for the forwarding of all email addressed to ddrapkin@mafgrp.com or nlink@mafgrp.com to an email account or accounts designated by you. The Company will, for 18 months from the date hereof, pennit you to remove from the Company's or its affiliates' archives all files relating to your personal activities. 7. a. In consideration of the benefits to you described in Section 3 above, the sufficiency of which are hereby acknowledged, you voluntarily, knowingly and willingly release and forever discharge the Company, its parents, subsidiaries and affiliates, together with their respective present or fonner officers, directors, partners, shareholders, employees and agents, Ronald Perelman, his family and associates, and each of their predecessors, successors and assigns, family members of the aforementioned people and any other person with whom you have come in contact solely as a result of your employment with the Company (collectively, "Related Persons"), from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever, known or unknown, suspected or unsuspected, which against them you or your executors, administrators, successors or

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assigns ever had, now have or hereafter can, shall or may have by reason of any matter whatsoever arising from the beginning of time to the time you sign this Agreement. This release is a general release and includes, but is not limited to, any rights or claims relating in any way to your employment relationship with the Company, or the separation thereof, any rights or claims relating to or arising under any statute or regulation, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, each as amended, the New York Human Rights Law, the New York City Administrative Code, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and you. b. In consideration of the benefits to the Company described in Sections 3, 4,5 and 6, the sufficiency of which are hereby acknowledged, the Company voluntarily, knowingly and willingly releases and forever discharges you from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever, known or unknown, suspected or unsuspected, which against you the Company or its affiliates ever had, now have or hereafter can, shall or may have by reason of any matter whatsoever arising from the beginning of time to the time you sign this Agreement. This release is a general release and includes, but is not limited to, any rights or claims relating in any way to your employment relationship with the Company, or the separation thereof, any rights or claims relating to or arising under any statute or regulation, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, each as amended, the New York Human Rights Law, the New York City Administrative Code, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and you. 8. You understand and agree that any violation of Section 6 of this Agreement will result in irreparable loss and harm to the Company and/or its Related Persons that cannot reasonably or adequately be compensated by damages in an action at law, and accordipgly, that the Company will be entitled to injunctive and other equitable relief to prevent or cure any breach or threatened breach thereof, without the necessity of posting any bond or security or proving the inadequacy of money damages, but no action for any such relief shall be deemed to waive the Company's right to an action for damages. The Company agrees that any violation of Section 5 or 6.b of this Agreement will result in irreparable loss and harm to you that cannot reasonably or adequately be compensated by damages in an action at law, and accordingly, that you will be entitled to injunctive and other equitable relief to prevent or cure any breach or threatened breach thereof, without the necessity of posting any bond or security' or proving the inadequacy of money damages, but no action for any such relief shall be deemed to waive your right to an action for damages. The Company shall also have the right and remedy to require

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you to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by you as the result of any transactions constituting a breach of any of the provisions of Sections 5 or 6, and you hereby agrees to account for and pay over such Benefits to the Company. 9. You understand and agree that you have the right and have been given the opportunity to review this Agreement and, specifically, the release in Section 7, with an attorney of your choice should you so desire. You also understand and agree that (a) the Company is under no obligation to offer you all of the payments and benefits set forth in Section 3, (b) you are under no obligation to consent to the release set forth in Section 7, (c) you have entered into this Agreement freely and voluntarily, (d) all of your covenants set forth in this agreement, including without limitation your covenants set forth in Sections 5 and 6, are material inducements causing the Company to enter into this agreement, and (e) any material breach by you of this agreement, including without limitation any material breach of Sections 5 or 6, will give the Company the rights, among other things, to seek (i) to rescind this agreement and reclaim all benefits previously provided to you under this agreement, (ii) damages, equitable relief (as appropriate) and other remedies arising from the breach, and (iii) to excuse its further performance under this agreement, which rights the Company may exercise together or separately, in any combination, to the full extent permitted by law. 10. The Company's offer to you of this Agreement and the payments and benefits set forth herein are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company or its affiliates. 11. This agreement will be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in New York. This agreement, along with Annex A, Annex B and Annex C hereto, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. No representation, promise or inducement has been made by either party that is not embodied in this agreement, and neither party will be bound by or liable for any alleged representation, promise or inducement not so set forth. This agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case ofa waiver, by the party waiving compliance. lfthe Company and you become involved in litigation relating to any alleged breach of this agreement, and if a judgment in such litigation is rendered in your favor, the Company will reimburse to you, upon presentation of an expense statement, all reasonable costs (including reasonable fees and disbursements of counsel) incurred by you in connection with such litigation. The failure of either party at any time or times to require performance of any provision hereof will in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this agreement, whether by conduct or otherwise, in anyone or more instances, will be deemed to be, or construed as,

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a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this agreement. 12. In the event that anyone or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby. Moreover, if anyone or more of the provisions contained in this Agreement is held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law. 13. This Agreement is binding upon you, your heirs, representatives, administrators, and assigns, and upon the Company's successors and assigns.

If you consent to the terms set forth above, please so signify by executing the enclosed copy of this Agreement and returning it to me.

Very truly yours,

Agreed to and Accepted:

nald G. Drapkin

Date

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AnnexA Termination of TransTech Pharma, Inc. Agreement

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Annex B

Allied Security Holdings LLC Promissory Note

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!ill

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AnnexC Equipment Listing l


Section I (Equipment to be retained by the Employee): KRZR cellphone LOCD 5000 cellphone Sony Vaio 505gx computer located in Englewood, NJ Toshiba Libretto 100 computer located in Englewood, NJ Dell Dimension 4xxx series computer located in Alpine, NJ IBM Thinkpad computer located in Colorado Tecra 9000 series computer (Nancy Link's machine) Earthlink internet access account Verizon aircard Cellphone attached to 917-453-2821 Cellphone in car attached to 917-757-9340 Cellphone in car attached to 917-923-5839 Sidekick Blackberry attached to 646-496-7057 Cellphone attached to (201) 388-0689 (Nancy Link)

Section II (Equipment to be returned to the Company): GX520 Dimension desktop computer located at 35 E. 62 St. Dell monitor located at 35 E. 62 St. Satellite phone

1 This

list is subject to verification and amendment.

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