Contract
Exhibit
10.7
AGREEMENT
AND GENERAL RELEASE
For
good
and valuable consideration, rendered to resolve and settle finally, fully
and
completely all matters or disputes that now or may exist between them, the
parties below enter this Agreement and General Release:
1. Parties.
The
parties to this Agreement are Xxxxxx Xxx, his heirs, representatives, successors
and assigns (hereinafter referred to collectively as “Xx. Xxx”) and Alpha
Innotech Corp., and/or any of its successors, subsidiaries, affiliates, parties
and related companies (hereinafter referred to collectively as “Alpha
Innotech”).
2. Release
Of Claims By Xx. Xxx.
In
exchange for the promises contained in this Agreement and to the extent
permitted by law, Xx. Xxx hereby waives, releases and forever discharges,
and
agrees that he will not in any manner institute, prosecute or pursue, any
and
all complaints, claims, charges, liabilities, claims for relief, demands,
suits,
actions or causes of action, whether in law or in equity, which he asserts
or
could assert, at common law or under any statute, rule, regulation, order
or
law, whether federal, state, or local, or on any grounds whatsoever, including
but not limited to, any claims under Title VII of the 1964 Civil Rights Act,
the
Age Discrimination in Employment Act, the California Fair Employment and
Housing
Act, Government Code §12900 et seq.,
the
California Labor Code, the Americans with Disabilities Act, the California
Family Leave Act, and the Employee Retirement Income Security Act of 1974
against Alpha Innotech and any of its current or former owners, officials,
directors, officers, shareholders, affiliates, agents, employee benefit plans,
representatives, servants, employees, attorneys, subsidiaries, parents,
divisions, branches, units, successors, predecessors, and assigns (collectively
referred to as “Released Parties”) with respect to any event, matter, claim,
damage or injury arising out of Xx. Xxx’x employment relationship with Alpha
Innotech, and the termination of such employment relationship, and with respect
to any other claim, matter, or event arising prior to execution of this
Agreement by Xx. Xxx.
3. Civil
Code § 1542 Waiver.
As a
further consideration and inducement for this Agreement, Xx. Xxx hereby waives
any and all rights under Section 1542 of the California Civil Code or any
similar state, local, or federal law, statute, rule, order or regulation
he may
have with respect to Alpha Innotech and any of the Released
Parties.
Section
1542 provides:
A
GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Xx.
Xxx
expressly agrees that this Agreement shall extend and apply to all unknown,
unsuspected and unanticipated injuries and damages as well as those that
are now
disclosed.
4. Outstanding
Claims.
As
further consideration and inducement for this Agreement, Xx. Xxx represents
that
he has not filed or otherwise pursued any charges, complaints or claims of
any
nature which are in any way pending against Alpha Innotech or any of the
Released Parties, with any local, state or federal government agency or court
with respect to any matter covered by this Agreement and, to the extent
permitted by law, he will not do so in the future. If any government agency
or
court assumes jurisdiction of any charge, complaint, cause of action or claim
covered by this Agreement against Alpha Innotech or any of the Released Parties,
on behalf of or related to Xx. Xxx, he will withdraw from and/or dismiss
the
matter with prejudice, as to any claims they might have. Xx. Xxx agrees he
will
not participate or cooperate in such matter(s) except as required by
law.
5. Consideration
for Release.
In
consideration of the promises contained herein, Alpha Innotech agrees that
it
will provide Xx. Xxx with the severance payment outlined in the April 6,
2005
Amendment to his May 11, 2001 Employment Agreement. Under this severance
payment
plan, Alpha Innotech will continue to pay Xx. Xxx’x salary at his current base
rate of $100,000 per year paid bi-weekly (less applicable withholdings and
deductions) through March 9, 2007. By signing below, Xx. Xxx acknowledges
that
he is receiving the severance payment outlined in the April 6, 2005 Amendment
to
his May 11, 2001 Employment Agreement (Paragraph 2.8, Termination for Good
Reason) in consideration for waiving his rights to claims referred to in
this
Agreement, and without such waiver, Xx. Xxx would not otherwise be entitled
to
the severance payment.
6. Additional
Payments. Xx.
Xxx
understands and agrees that he will receive payment in the amount of
$114,743.34, plus interest of $1,961.64, less applicable withholdings and
deductions, from the Alpha Innotech Accrued Compensation Plan on April 30,
2006.
Xx. Xxx agrees that the payment he will receive on April 30, 2006 is being
made
in a timely manner. Xx. Xxx further agrees that this is the entire amount
to
which he is entitled under the Accrued Compensation Plan.
Xx.
Xxx
understands that his rights under the Alpha Innotech Corporation Bonus Plan
will
continue to the extent set forth in the Alpha Innotech Corporation Bonus
Plan
documents.
7. Time
To Sign And Revoke Agreement.
Xx. Xxx
acknowledges and agrees that he was advised that he has twenty-one (21) calendar
days from the date he received this Agreement to consider the terms of this
Agreement. Xx. Xxx is advised to consult with an attorney prior to signing
this
Agreement.
Xx.
Xxx
also understands and has been advised that he has seven (7) calendar days
to
revoke his agreement hereto. He further understands that the Agreement shall
not
become effective and enforceable until after the passage of this seven (7)
day
period.
8. No
Admission Of Liability.
By
entering into this Agreement, Alpha Innotech and all Released Parties do
not
admit any liability whatsoever to Xx. Xxx or to any other person
arising
out of any claims heretofore or hereafter asserted by Xx. Xxx, and Alpha
Innotech, for itself and all Released Parties, expressly denies any and all
such
liability.
9. Joint
Participation In Preparation Of Agreement.
The
parties hereto participated jointly in the negotiation and preparation of
this
Agreement. Accordingly, it is agreed that no rule of construction shall apply
against any party or in favor of any party. This Agreement shall be construed
as
if the parties jointly prepared this Agreement, and any uncertainty or ambiguity
shall not be interpreted against any one party and in favor of the
other.
10. Attorneys’
Fees And Costs.
As
further mutual consideration of the promises set forth herein, Alpha Innotech
and Xx. Xxx agree that they each are responsible for their own attorneys’ fees
and costs. Each agrees that they will not seek from the other reimbursement
for
attorneys’ fees and/or costs incurred in this action or relating to any matters
addressed in this Agreement.
11. Section
Headings.
Section
headings in this Agreement are included for convenience of reference only
and
shall not be considered a part of this Agreement for any other
purpose.
12. Scope
Of Agreement.
Xx. Xxx
hereby affirms and acknowledges that he has read the foregoing Agreement,
and
that he fully understands and appreciates the meaning of each of its terms,
and
that it is a voluntary, full and final compromise, release and settlement
of all
claims, known or unknown, with respect to the claims identified and referred
to
herein. The parties to this Agreement represent that this Agreement may be
used
as evidence in any subsequent proceeding in which any of the parties alleges
a
breach of this Agreement or seeks to enforce its terms, provisions or
obligations.
13. Entire
Agreement.
This
Agreement hereto constitutes the complete understanding between Xx. Xxx and
Alpha Innotech and supersedes any and all prior agreements, promises,
representations, or inducements, no matter its or their form, concerning
its
subject matter. No promises or agreements made subsequent to the execution
of
this Agreement by these parties shall be binding unless reduced to writing
and
signed by these parties or authorized representatives.
Dated:
3/30/2006
/s/
Xxxxxx Xxx
Xxxxxx
Xxx
Dated:
3/31/2006
Alpha
Innotech Corporation
/s/
Xxxxxxx Xxxxxx
