Exhibit 10.9
December 27, 1996
Xxxxxxx X. Xxxxx
0000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
Dear Xxxx:
This letter sets forth the terms of our agreement regarding your
separation, which, upon full execution will constitute a legally binding
separation agreement between you and MicroVision Medical Systems, Inc. (the
"Company"). You and the Company are entering this agreement with knowledge of
the consequences and voluntarily.
In connection with this separation package, you and the Company have
agreed to provide to each other releases with respect to any claims either of
us might have against the other, as set forth in the attached General
Releases.
The terms of your separation are as follows:
1. You have agreed to resign from your employment and office as President
of the Company effective as of December 10, 1996. The Company will pay
you three months' base salary continuation from the resignation date
in exchange for your agreement not to compete with the Company during
that period. The Company will also pay your accrued vacation, and all
unreimbursed expenses through December 10, 1996 in accordance with
normal practice. As you know, this salary continuation is in excess of
the Company's policy. The base salary will be paid at the same time as
regular payroll, and will be subject to all required payroll deductions.
2. We will allow you to keep all draws paid to you against your bonus.
3. Your acceptance of this Agreement will constitue your resignation from
the Board of the Company, effective as of December 10, 1996.
4. You currently own 49,300 shares of Series A Preferred Stock of the
Company. As you know, the Company has the right to repurchase those
shares. The Company has assigned that right to Safeguard Scientifics
(Delaware), Inc. ("Safeguard"). Safeguard has agreed to purchase all
of those shares from you, and you have agreed to sell those shares to
Safeguard, at a purchase price of $4.50 per share, or $221,850 in the
aggregate. You and Safeguard will enter into the stock purchase agreement
attached to this letter agreement.
5. Under your employment agreement, your were granted options for 443,700
shares of common stock in the Company exercisable at $1.00 per share.
One-half, or 221,850 of the options vest upon termination of your
employment. The Company has agreed to cash out your options, and you
have agreed to surrender your options, at their fair market value. The
Board of Directors has determined that the current fair market value of
the common stock is $3.00 per share. Therefore, the Company will pay you
$2.00 per option, or $443,700 in the aggregate, in exchange for the
cancellation of your options. This payment will be subject to all required
payroll deductions.
6. In addition, the Company will pay to you a lump sum separation payment of
$468,350. This is not the Company's normal separation policy, but is the
result of our mutually negotiated agreement. This payment will be subject
to all required payroll deductions.
7. The Company and you agree that the terms and substance of this agreement
and the accompanying General Releases will be kept confidential by both
parties except that you may advise your family and confidential advisors,
and the Company may advise those people needing to know in implementation
of the above terms. Each party may also disclose the terms of this
agreement if required by law or to enforce this agreement, and the Company
may disclose the terms if required by applicable disclosure requirements
in connection with registering its securities under applicable securities
laws.
8. You must return to the Company all Company property in your possession,
including computer equipment, peripherals and software, and all copies of
Company data and information, whether stored on paper, computer disks,
magnetic tapes, or otherwise. You understand that you are obligated to
maintain the confidentiality of all confidential non-public Company
information which you learned in the course of your employment. The
Company will consider any improper disclosure of Company proprietary
information as a serious breach of your obligations and remedies will be
pursued vigorously, including injunctive relief.
9. Any questions that you may have respecting details or implementation of
the agreement should be directed to Xxxx Xxxxx, as Chairman of the Company.
10. Your COBRA notice will be given and benefit conversion privilege will
begin as of December 10, 1996.
11. You agree not to disparage the Company or XL Vision, Inc. or their
respective officers, directors and employees. The Company and XL Vision,
Inc. agree not to disparage you.
12. This letter agreement and the General Releases contain all the terms
relevant to your termination and the benefits of termination and replaces
or supersedes any previous agreements or terms that may have existed with
respect to these subject matters. This agreement can only be amended by a
written amendment executed by both parties.
13. The payments due under Sections 5 and 6 will be made by wire transfer of
immediately available funds per the instructions in your letter to Xx.
Xxxxx Xxxxx attached hereto.
The attached General Releases provides that your release with respect
to the federal Age Discrimination in Employment Act may be revoked within a
seven day period after it is signed. All payments to you under Sections 5 and
6 of this Agreement will be made one business day after the expiration of
that seven day period, provided that you confirm that you have not revoked
such release. If you revoke that release, the Company may, at its option,
determine (i) to make all payments to you under this Agreement, in which case
all other terms of this Agreement and the General Releases shall be binding
on all parties, or (ii) or to cancel this Agreement and the General Releases
in their entirety.
I convey the very best wishes for your future career efforts. My
signature below is the Company's agreement to the terms above.
Sincerely yours,
MICROVISION MEDICAL SYSTEMS, INC.
By: /s/ Xxxx Xxxxx
______________________________
Xxxx Xxxxx, Chairman
Agreed as to the separation package
and other terms set forth above:
/s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
Agreed as to Section 11:
XL VISION, INC.
By: /s/ Xxxx Xxxxx
--------------------------
Xxxx Xxxxx, Chairman & CEO
