TERMINATION AND SEVERANCE AGREEMENT
Exhibit 10.1
This TERMINATION AND SEVERANCE AGREEMENT (this “Agreement”) is dated December 27,
2005, and is by and between OrthoLogic Corp., a Delaware corporation (the “Corporation”),
and Xxxxxx X. Xxxxxxx (“Xxxxxxx”).
Recitals
WHEREAS, the Corporation has entered into a Second Amended and Restated Employment
Agreement, effective February 20, 2004, by and between the Corporation and Xxxxxxx (the
“Xxxxxxx Employment Agreement”); and
WHEREAS, Xxxxxxx made an Election under the Xxxxxxx Employment Agreement effective March 15,
2005, with the effect that he ceased at that time to serve as President and Chief Executive Officer
of the Corporation; and
WHEREAS, the Xxxxxxx Employment Agreement by its terms will expire March 15, 2008; and
WHEREAS, the Corporation and Xxxxxxx desire to terminate the Xxxxxxx Employment Agreement
effective as of January 1, 2006 (the “Effective Date”).
Agreements
NOW, THEREFORE, in consideration of the covenants and conditions contained herein, the
Corporation and Xxxxxxx hereby agree as follows:
| 1. | Termination of the Xxxxxxx Employment Agreement. Effective as of the Effective Date, the Xxxxxxx Employment Agreement and all duties, rights and obligations of the parties therein shall terminate and be of no further force or effect, except the provisions of Section 12, “Confidential Information,” which shall survive. |
| 2. | Severance. The Corporation shall pay to Xxxxxxx the amounts specified in the attached Schedule A on the dates specified therein, in accordance with the normal payroll practices of the Corporation. |
| 3. | Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Arizona, exclusive of conflict of law provisions thereof, and the parties agree that any litigation pertaining to this Agreement shall be in the courts located in Maricopa County, Arizona. |
| 4. | Counterparts. This Agreement may be executed in any number of counterparts, all of which, when taken together, shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. |
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Corporation and Xxxxxxx have entered into this Agreement on the
date set forth above.
| CORPORATION: OrthoLogic Corp., a Delaware corporation |
||||
| /s/ Xxxxx X. Xxxxx | ||||
| By: Xxxxx X. Xxxxx | ||||
| Its: Chief Executive Officer | ||||
| XXXXXXX: |
||||
| /s/ Xxxxxx X. Xxxxxxx | ||||
| Xxxxxx X. Xxxxxxx | ||||
Schedule A
| Payment Date | Payment | |
| 1/13/06 | $13,461.54 | |
| 1/27/06 | 13,461.54 | |
| 2/10/06 | 13,461.54 | |
| 2/24/06 | 13,461.54 | |
| 3/10/06 | 13,461.54 | |
| 3/24/06 | 12,692.31 | |
| 4/7/06 | 12,692.31 | |
| 4/21/06 | 12,692.31 | |
| 5/5/06 | 12,692.31 | |
| 5/19/06 | 12,692.31 | |
| 6/2/06 | 12,692.31 | |
| 6/16/06 | 12,692.31 | |
| 6/30/06 | 12,692.31 | |
| 7/14/06 | 12,692.31 | |
| 7/28/06 | 12,692.31 | |
| 8/11/06 | 12,692.31 | |
| 8/25/06 | 12,692.31 | |
| 9/8/06 | 12,692.31 | |
| 9/22/06 | 12,692.31 | |
| 10/6/06 | 12,692.31 | |
| 10/20/06 | 12,692.31 | |
| 11/3/06 | 12,692.31 | |
| 11/17/06 | 12,692.31 | |
| 12/1/06 | 12,692.31 | |
| 12/15/06 | 12,692.31 | |
| 12/29/06 | 12,692.31 | |
| 1/12/07 | 12,692.31 | |
| 1/26/07 | 12,692.31 | |
| 2/9/07 | 12,692.31 | |
| 2/23/07 | 12,692.31 | |
| 3/9/07 | 12,692.31 |
