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SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT is made and entered into this ____ day of
_____________, 2000, between ROBERT F. RICE ("Employee") and STONEHAVEN REALTY
TRUST F/K/A WELLINGTON PROPERTIES TRUST, a Maryland real estate investment trust
("Employer").
R E C I T A L S
The purpose of this Separation Agreement ("Agreement") is to set forth
the terms and conditions under which Employee and Employer will terminate their
employment relationship created by a certain Employment Agreement dated
October 1, 1999 ("Employment Agreement").
In consideration of the Recital stated above and the mutual promises
made below, the parties agree as follows:
1. TERMINATION OF EMPLOYMENT. Employer and Employee hereby agree
that the employment relationship between Employer and Employee
is terminated effective June 30, 2000 (the "Termination
Date"). In addition thereto, Employee hereby resigns all
officer and director positions held with Employer including
President, Secretary and Director, effective the Termination
Date. Unless otherwise agreed, Employer will provide to
prospective future employers of Employee a letter including
Employee's position with Employer and the beginning and ending
dates of employment only. Employee and Employer both agree to
refrain from any disparagement of the other party in
discussions with third parties. Employer and Employee agree
that with the exception of Employee's continuing obligations
pursuant to Sections 6 and 7 of this Agreement and Section 4
of the Employment Agreement, all rights and obligations of the
parties with respect to the employment
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relationship and the Employment Agreement are terminated
effective June 30, 2000.
2. SEVERANCE. Employee will receive a severance settlement
consisting of Employee's normal salary through June 30, 2000
and a lump sum payment of $40,000.00 both subject to lawful
and customary withholding for tax and other purposes, which
lump sum will be paid to Employee with the payroll period
ending June 30, 2000.
3. INSURANCE. Employee may continue, to the extent provided by
COBRA and other applicable federal and state laws, to
participate in group health insurance programs offered by
Employer. Current levels of insurance coverage will be
maintained at Employer's expense through December 31, 2000.
Thereafter, Employee's continued participation shall be
dependent upon the timely monthly payment of the full actual
cost of the premiums and administrative fees for such
insurance.
4. COMPENSATION AND BENEFITS. Employee hereby acknowledges and
confirms that upon receipt of payments contemplated herein,
that he has been fully paid by Employer for all accrued
salary, bonuses, performance bonuses, severance pay, vacation
pay, sick pay and other compensation through the effective
date of termination as an Employee, except to the extent
provided in this Agreement, and that he has submitted requests
and been fully reimbursed by Employer for all expenses
incurred or advanced by him as an employee. Employee
specifically agrees that no performance bonuses are due nor
shall Employee be paid for any performance bonuses pursuant to
the Employment Agreement. Except as set forth below, to the
extent that Employee is a participant in employee benefit,
stock purchase or stock option plans through the Company, the
amount of any benefits or
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stock purchase rights and options due or payable thereunder
and the timing thereof shall be governed by the terms of such
employee benefit or stock plans. Specifically, Employee shall
be vested in options for 87,917 shares granted to Employee
pursuant to an Option Agreement dated October 1, 1999. The
options shall be exercisable on December 31, 2000 and for a
period of five (5) years thereafter. Employee acknowledges
that the modification of the options as provided herein
results in the possible loss of favorable tax status accorded
statutory options. Notwithstanding any other provisions of the
Option Agreement to the contrary, no additional options shall
vest pursuant to the Option Agreement.
5. RETURN OF PROPERTY. Employee agrees to return to Employer all
tangible property of Employer, including financial and
business reports and records, price lists, catalogs, and sales
and marketing materials and any and all correspondence and
documents, that Employee has in his possession, on or before
June 30, 2000.
6. COOPERATION AND ASSISTANCE. Between the date hereof and June
30, 2000, the Employee agrees to provide reasonable
cooperation and assistance to the Employer in connection with
transition of Employee's duties with Employer, including,
without limitation, the submission of all information and the
performance of all duties and obligations as directed by the
Employer's Board of Directors and Chief Executive Officer.
7. PROPRIETARY INFORMATION. Proprietary Information means any
information or compilation of information not generally known,
relating to the Employer's business which is not readily
ascertainable by persons in Employer's line of business and
has been expressly or implicitly protected by the Employer
from
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unrestricted use by persons not associated with Employer,
including trade secrets and inventions. Proprietary
Information includes, but is not limited to, the Employer's
research and development, management systems, marketing plans
and proposals, customer information, pricing lists and
policies, projections, photos, test data, costs, financial
data and business projections. Employee agrees not to disclose
or use such Proprietary Information for any purpose whatsoever
without the prior written consent of Employer. Further,
Employee agrees not to directly or indirectly disclose or make
available to anyone or use any Proprietary Information without
the prior consent of Employer. Employee agrees to deliver to
Employer all materials, including personal notes and
reproductions in possession of Employee relating to Employer's
business. The provisions of this Section 7 shall be in
addition to the provisions of Section 4 of the Employment
Agreement regarding "Confidential Information" which shall
remain in full force and effect notwithstanding termination of
the Employment Agreement.
8. NON-COMPETE AGREEMENT. The non-competition provisions of
Section 5 of the Employment Agreement, to the extent
applicable, are hereby terminated in all respects upon
execution hereof; provided, however, the applicable provisions
of Section 4 of the Employment Agreement shall remain in full
force and effect.
9. RELEASE OF CLAIMS. In consideration of the severance payment
to be made to the Employee by Employer, the Employee does
hereby release, acquit and forever discharge Employer, and all
of its shareholders, directors, officers, agents, employee,
affiliates, parents, successors and assigns from any and all
liability whatsoever arising from or relating to Employee's
employment by Employer and
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Employee's separation from employment with Employer (but shall
not serve to release Employee's claim for indemnification, if
applicable, for actions taken on behalf of Employer within the
scope of Employee's duties and authority). BY THIS AGREEMENT,
EMPLOYEE GIVES UP ANY RIGHT TO MAKE A CLAIM, BRING A LAWSUIT,
FILE AN ADMINISTRATIVE CHARGE OF DISCRIMINATION OR OTHERWISE
SEEK MONEY DAMAGES OR COURT ORDERS AS A RESULT OF EMPLOYEE'S
EMPLOYMENT BY EMPLOYER, OR OF EMPLOYEE'S SEPARATION FROM
EMPLOYMENT WITH EMPLOYER. Employee hereby acknowledges and
intends that this Agreement includes, but is not limited to,
any and all claims of wrongful termination, defamation,
intentional infliction of emotional distress, and any claims
under the Federal Age Discrimination and Employment Act, Title
VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act, any provisions of Wisconsin law relative to
employment and discrimination, and any other state or federal
statutes prohibiting discrimination in employment. This
Agreement shall be binding upon the Employee and Employee's
heirs, administrators, representatives, executors, successors
and assigns.
10. VOLUNTARY AND KNOWING ACTION. Employee acknowledges that he
has read and understands the terms of this Agreement, that he
has had adequate prior opportunity to review the terms of this
Agreement with counsel of his choice, which Employer has
encouraged him to do, and that he has voluntarily entered into
this Agreement for the reasons set forth herein.
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11. Notification of Rights to Employee:
(a) This Agreement contains a release of certain legal
rights which you may have. You should consult with an
attorney regarding such release and other aspects of
this Agreement before you sign this Agreement.
(b) You have twenty-one (21) days to consider whether or
not to sign this Agreement, starting from the date
you first receive a copy of this Agreement. You may
sign this Agreement at any time during such
twenty-one (21) day period.
(c) If you sign this Agreement and then revoke it, your
employment by Employer will terminate on June 30,
2000 in any event. Such termination will not be
affected by your acceptance and subsequent revocation
of this Agreement. If you do not accept this
Agreement, or if you revoke your acceptance of this
Agreement, Employer will not provide to you the
benefits described in this Agreement.
(d) After you have accepted this Agreement by signing it,
you may revoke your acceptance for a period of seven
(7) days after the date you sign this Agreement. This
Agreement will not be effective until this seven (7)
day revocation period has expired.
(e) If you wish to revoke your acceptance of this
Agreement, you must notify Employer in writing within
the seven (7) day revocation period. Such notice must
be delivered to Employer in person or mailed by
certified mail, return receipt requested, addressed
to Duane H. Lund, Chief Executive Officer, Stonehaven
Realty Trust, 2550 West University Avenue, Suite
240N, St. Paul, MN 55114. If you fail to properly
deliver or mail such written revocation as
instructed, your revocation will not be effective.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
on the day and year indicated above.
EMPLOYER: EMPLOYEE:
STONEHAVEN REALTY TRUST F/K/A
WELLINGTON PROPERTIES TRUST, a
Maryland real estate investment trust
/s/ Robert F. Rice
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By: /s/ Duane H. Lund Robert F. Rice, individually
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Its: Chief Executive Officer
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I, Robert F. Rice, first received a copy of this Separation Agreement
on May 31, 2000.
/s/ Robert F. Rice
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Robert F. Rice
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