December 31, 2010
Exhibit
10.1
December
31, 2010
Xxxxxxx X
Xxxxxx
XX Xxx
000
00 Xxxx
Xxxxxx
Xxxxxx,
XX 00000
Dear
Xxxx:
As we
have discussed, your employment with SeraCare Life Sciences, Inc. (the
"Company"), will terminate effective December 31, 2010 (the “Separation
Date”). At this time, the company is extending this severance
agreement offer to you. The purpose of this letter is to confirm this
agreement between you and the Company concerning your severance arrangements, as
follows:
1. Final Salary and Vacation Pay.
You acknowledge
that you have received pay for all work you have performed for the Company
during any payroll period, to the extent not previously paid, as well as pay, at
your final base rate of pay, for the vacation days you had earned, but not used,
as of the Separation Date each as determined in accordance with Company policy
and as reflected on the books of the Company.
2. Severance
Benefits. In consideration of your acceptance of this
Agreement and subject to your meeting in full your obligations under it and
under the agreement between you and the Company captioned Employee
Confidentiality Agreement which you signed on October 2, 2006 (the "Employee
Agreement"), the Company will provide you the following severance pay and
benefits:
(a) The
Company will pay you the gross amount of $124,000.00. Payments will be made in
equal amounts over the next 13 regularly scheduled Company paydays following the
effective date of this Agreement, provided you timely sign and return it to me
as described in the last sentence of this letter. Each biweekly
payroll, a live check will be sent to you.
(b) The
Company has agreed to pay your first month of COBRA premium(s), contingent upon
your timely election of COBRA and submitting a signed and dated COBRA election
form to the Company as indicated in the COBRA notification. Thereafter,
you will be responsible for timely payment of COBRA premium(s) as indicated in
the COBRA notification form should you desire to continue COBRA
coverage.
3. Withholding. All
severance payments made by the Company under this Agreement shall be reduced by
any tax or other amounts required to be withheld by the Company under applicable
law and all other deductions authorized by you.
4. Acknowledgements and Affirmations.
You acknowledge and agree that the payments provided under
paragraph 1 of this Agreement are in complete satisfaction of any and all
compensation due to you from the Company, whether for services provided to the
Company or otherwise, through the Separation Date and that, except as expressly
provided under this Agreement, no further compensation is owed to
you. You further acknowledge that you have been granted any leave to
which you were entitled under the Family and Medical Leave Act or related state
or local leave or disability accommodation laws, and that there has been no
retaliation as a result of, interference with, or restraint of your use of such
leave. You affirm that you have no known workplace injuries or
occupational diseases. You affirm that you have not been retaliated
against for reporting any allegations of wrongdoing by the Company or its
officers and employees. You and the Company each acknowledge that
this Agreement does not limit either party’s right, where applicable, to file or
participate in an investigative proceeding of any federal, state or local
governmental agency. To the extent permitted by law, you agree that
if such an administrative claim is made, you shall not be entitled to recover
any individual monetary relief or other individual remedies.
5. Status of Employee Benefits and Paid
Time Off. Your participation in all employee benefit plans of
the Company has ended as of the Separation Date, in accordance with the terms of
those plans. You will not continue to earn vacation or other paid
time off after the Separation Date.
6 Non-Disparagement. You
agree that you will not disclose this Agreement or any of its terms or
provisions, directly or by implication, except (i) to members of your immediate
family and to your legal and tax advisors, and then only on condition that they
agree not to further disclose this Agreement or any of its terms or provisions
to others or (ii) as required by order of a court of competent jurisdiction or
to the extent necessary to comply with required reporting of this Agreement to
governmental administrative, regulatory or taxing authorities or (iii) as
otherwise required by law. You also agree that, during the Severance Pay Period
and thereafter, you will not disparage or criticize the Company, its business,
its management or its products, and that you will not otherwise do or say
anything that could disrupt the good morale of Company employees or harm its
interests or reputation.
7. Return of Company Documents and Other
Property. In signing this Agreement, you represent and
warrant that you have returned to the Company any and all documents, materials
and information (whether in hardcopy, on electronic media or otherwise) related
to Company business (whether present or otherwise) and all keys, access cards,
credit cards, computer hardware and software, telephones and telephone-related
equipment and all other property of the Company in your possession or
control. Further, you represent and warrant that you have not
retained any copy of any Company documents, materials or information (whether in
hardcopy, on electronic media or otherwise). Recognizing that your
employment with the Company has ended, you agree that you will not, for any
purpose, attempt to access or use any Company computer or computer network or
system, including without limitation its electronic mail
system. Further, you acknowledge that you have disclosed to the
Company all passwords necessary or desirable to enable the Company to access all
information which you have password-protected on any of its computer equipment
or on its computer network or system.
8. Release of
Claims.
(a) In
consideration of the severance pay and other benefits to be provided you in
accordance with this Agreement, to which you are not otherwise entitled, you
hereby release and forever discharge the Company and its subsidiaries and other
affiliates, all of the respective past, present and future officers, directors,
shareholders, partners, members, managers, employees, agents, employee benefit
plans, representatives, successors and assigns of the foregoing and all others
connected with any of them (all, collectively, the “Company Released”), both
individually and in their official capacities, from any and all causes of
action, rights or claims which you have had in the past, now have, or might now
have, whether known or unknown, through the date of your signing of this
Agreement, in any way resulting from, arising out of or connected with your
employment by the Company or its termination or pursuant to any federal, state
or local law, regulation or other requirement (including without limitation
Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act,
the Age Discrimination in Employment Act of 1967, as amended by the Older
Worker’s Benefit Protection Act (“ADEA”), the Family and Medical Leave Act, the
Massachusetts Fair Employment Practice Act, the Massachusetts Wage Payment Act,
the North Carolina Equal Employment Practices Act, the North Carolina Persons
with Disabilities Protection Act, the North Carolina Retaliatory Employment
Discrimination Law, the North Carolina Wage and Hour Act, and/or the United
States, Massachusetts, and North Carolina Constitutions.
(b) If
any claim is not subject to release, to the extent permitted by law, you waive
any right or ability to be a class or collective action representative or to
otherwise participate in any putative or certified class, collective or
multi-party action or proceeding based on such a claim in which you are a
party.
(c) This
Agreement, including the release of claims set forth in this Section 8, creates
legally binding obligations and the Company therefore advises you to consult an
attorney before signing this Agreement. In signing this Agreement,
you give the Company assurance that you have signed it voluntarily and with a
full understanding of its terms; that you have had sufficient opportunity,
before signing this Agreement, to consider its terms and to consult with an
attorney, if you wished to do so; and that, in signing this Agreement, you have
not relied on any promises or representations, express or implied, that are not
set forth expressly in this Agreement.
9. Miscellaneous.
(a) This
Agreement constitutes the entire agreement between you and the Company and
supersedes all prior and contemporaneous communications, agreements and
understandings, whether written or oral, with respect to your employment, its
termination and all related matters, excluding only the Employee Agreement which
shall remain in full force and effect in accordance with their
terms.
(b) This
Agreement may not be modified or amended, and no breach shall be deemed to be
waived, unless agreed to in writing by you and the Chief Executive Officer of
the Company or his expressly authorized designee. The captions and headings in
this Agreement are for convenience only and in no way define or describe the
scope or content of any provision of this Agreement.
(c) The
obligation of the Company to make payments to you or on your behalf under this
Agreement is expressly conditioned on your continued full performance of your
obligations under this Agreement and under the Employee Agreement.
(d) If
any provisions of this Agreement are declared unenforceable by a court of
competent jurisdiction, then such provisions will be deemed to be removed from
the Agreement and the remaining provisions will be unaffected and remain valid
and binding upon both parties.
If the
terms of this Agreement are acceptable to you, please sign and date it and
return it to me within twenty-one days of the date you receive
it. You may revoke this Agreement at any time during the seven-day
period immediately following the date of your signing. If you do not
revoke it, then, at the expiration of that seven-day period, this letter will
take effect as a legally-binding agreement between you and the Company on the
basis set forth above. The enclosed copy of this letter, which you
should also sign and date, is for your records.
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Sincerely,
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SeraCare
Life Sciences, Inc.
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By:
/s/ Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx, Vice President, Human
Resources
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Accepted
and agreed:
Signature: /s/ Xxxxxxx X.
Xxxxxx
Xxxxxxx
X. Xxxxxx
Date: December 30,
2010
