[CIMA LOGO]
EXHIBIT 10.3
April 4, 2003
Xxxx X. Xxxxxxx, Ph.D.
00000 Xxxxx Xxxxx Xxxx.
Eden Prairie, MN 55347
Dear Xxxx:
This letter will confirm our discussions and agreements regarding the
transition and termination of your employment with CIMA LABS INC. (the
"Company").
1. Employment. Your employment with the Company will end as a result of
your retirement effective December 31, 2003, or such earlier date in accordance
with paragraph 2 below. Your status as President and Chief Executive Officer of
the Company ("CEO") will end effective April 30, 2003. You will continue to
perform the responsibilities of CEO from now through April 30, 2003. While you
are employed by the Company during the period from May 1, 2003 through December
31, 2003 (the "Transition Period"), you will perform such transition duties as
may be requested by the Company. Such transition duties requested by the Company
will not exceed eight days per month during the Transition Period and will be
performed by you at times mutually agreed upon with the Company. During the
Transition Period, you may provide consulting services for other business
entities so long as such services are not "directly competitive" (as defined in
paragraph 9 below) and do not interfere with your ability to provide services to
the Company in accordance with this paragraph.
2. Termination of Employment. Between now and December 31, 2003, the
Company may terminate your employment only (a) for "Cause," as defined in the
Employment Agreement between you and the Company, dated as of June 30, 2000 (the
"Employment Agreement"), provided, however, that a material breach by you of
this Letter Agreement shall be considered a material breach of the Employment
Agreement; or (b) if you become employed with any other employer. If you
commence employment with any other employer, your employment with the Company
will immediately end without further action by either you or the Company.
3. Compensation During Employment. While you are employed by the
Company, you will continue to receive base salary at your current annual rate of
$336,544.00 and those benefits as set forth in Section 3(c), (d), (e), and (f)
of the Employment Agreement. Except as provided in paragraph 5(b)(iii) of this
Letter Agreement below, you will not be eligible for any incentive bonus for
calendar year 2003. You will not be eligible for any other compensation or
benefits from the Company relating to your employment or the termination of your
employment except as stated in this Letter Agreement.
[CIMA LETTERHEAD]
Xxxx X. Xxxxxxx, Ph.D.
April 4, 2003
Page 2
4. Releases. At the same time that you sign this Letter Agreement you
will sign a Release By Xxxx X. Xxxxxxx, in the form enclosed with this Letter
Agreement as Exhibit A (the "First Release"). On or within 21 days after your
last date of employment with, you will sign a second Release in the form
enclosed with this Letter Agreement as Exhibit B (the "Second Release"), as a
condition of receiving the pay and benefits set forth in paragraph 5(b) of this
Letter Agreement.
5. Compensation Following Employment.
a. In the event of termination by the Company for Cause, the
Company shall have no further obligation to you under this Letter Agreement
except to pay your base salary and benefits accrued through your last date of
employment, including without limitation any earned and unused vacation time in
accordance with the normal policies and practices of the Company.
b. In the event of termination of your employment for any reason
other than for Cause, and if you sign the Second Release on or within 21 days
following your last date of employment and do not rescind the First Release or
the Second Release within 15 days after signing each of them, and subject to
your complying with all terms of this Letter Agreement, the Company will provide
you with the following additional benefits:
i. The Company will pay you, or in the event of your
death, your Estate, devisees, heirs, beneficiaries, assigns or
successors in interest, an amount equal to your final base salary, at
the annual rate of $336,544.00, for the period from your last date of
employment and continuing for twelve (12) months. Such pay will be
subject to normal tax withholdings and will be paid by the Company in
accordance with its regular payroll schedule.
ii. If following your last date of employment you,or in
the event of your death, or any of your dependents, elect to continue
your group medical and dental insurance in accordance with the terms of
the applicable plans and laws, the Company will continue to pay its
portion of the monthly premiums for such coverage as if you were still
employed by the Company, from your last date of employment through the
earlier of (i) twelve (12) months following your last date of
employment, (ii) the date you become eligible for other health or dental
(as applicable) insurance benefits through a new employer, and (iii) the
date continuation coverage is no longer available in accordance with the
applicable plans or laws. Your continued coverages will be at the same
level as in effect as of your last date of employment. The Company shall
deduct your contributions for the monthly premiums from the pay
described in paragraph 5(b)(i) above of this Letter Agreement. You agree
to notify the Company in writing within three (3) days of your
acceptance of any employment that provides health or dental insurance
benefits.
iii. The Company will pay you, or in the event of your
death, your Estate, devisees, heirs, beneficiaries, assigns or
successors in interest, a prorated annual bonus for calendar year 2003,
in the amount of $78,461.25, less normal tax withholdings.
Xxxx X. Xxxxxxx, Ph.D.
April 4, 2003
Page 3
Such bonus payment will be paid at the same time as annual bonus
payments are paid to other management employees of the Company for
calendar year 2003, but in no event later than March 31, 2004.
c. If your employment with the Company continues through December
31, 2003, you agree that all of your earned vacation time will be used and that
you will not be entitled to payment for any earned vacation time upon
termination of your employment. If your employment with the Company terminates
before December 31, 2003 for any reason, the Company will pay you upon
termination for earned and unused vacation time in accordance with the normal
policies and practices of the Company.
6. Stock Options. You currently have options to purchase shares of the
Common Stock of the Company in accordance with the following schedule, assuming
your continued employment with the Company through December 31, 2003:
Plan Date of Grant Exercise Number of Amount
Price Shares Granted Exercisable as of
12/31/03
---------- ------------- ---------- ---------------- -------------------
DIR 08/04/1994 $9.00 20,000 20,000
DIR 06/07/1995 $4.75 7,500 7,500
SOAP 07/01/1995 $4.00 75,000 0
SOAP 07/01/1995 $4.00 105,000 32,300
SOAP 10/29/1997 $5.875 48,937 48,937
SOAP 10/29/1997 $5.875 51,063 0
SOAP 04/24/1998 $4.375 22,857 0
SOAP 04/24/1998 $4.375 57,143 57,143
SOAP 06/01/1999 $3.375 25,000 25,000
SOAP 06/30/2000 $20.25 14,814 9,876
SOAP 06/30/2000 $20.25 85,186 56,790
2001 SIP 02/20/2003 $18.19 31,397 0
You agree and acknowledge that all of your options to purchase the Company's
Common Stock are listed above and will lapse and cease to be outstanding 90 days
following your last date of employment, unless previously exercised in
accordance with the terms of the applicable option agreement and plan (and
subject to adjustment in accordance with the applicable option agreements if
your employment terminates before December 31, 2003).
7. Confidential Information. Except as permitted or directed by the
Board, during the term of your employment with the Company and at any time
thereafter, you will not divulge, furnish, or make accessible to anyone or use
in any way (other than in the ordinary course of business of the Company) any
confidential or secret knowledge of the Company which you have acquired or
become acquainted with, or will acquire or become acquainted with, prior to the
termination of the period of your employment by the Company, whether developed
by yourself or by others, concerning any trade secrets, confidential or secret
designs, processes, formulae, plans, devices, or materials (whether or not
patented or patentable), directly or indirectly useful
Xxxx X. Xxxxxxx, Ph.D.
April 4, 2003
Page 4
in any aspect of the business of the Company, any customer or supplier list of
the Company, any confidential or secret development or research work of the
Company, or any other confidential information or secret aspects of the business
of the Company. You acknowledge that the above-described knowledge or
information constitutes a unique and valuable asset of the Company and
represents a substantial investment of time and expense by the Company and its
predecessors, and that any disclosure or other use of such knowledge or
information other than for the sole benefit of the Company would be wrong and
would cause irreparable harm to the Company. Both during and after the term of
your employment with the Company, you will refrain from any acts or omissions
that would reduce the value of such knowledge or information to the Company. The
foregoing obligations of confidentiality, however, shall not apply to any
knowledge or information which is now published or which subsequently becomes
generally publicly known in the form in which it was obtained from the Company,
other than as a direct or indirect result of a breach by you of this Letter
Agreement or of any other obligation of confidentiality to the Company.
8. Return of Proprietary Property. You agree that all property in your
possession belonging to the Company, including without limitation, all
documents, reports, manuals, memoranda, computer print-outs, customer lists,
credit cards, keys, identification, products, access cards, and all other
property relating in any way to the business of the Company are the exclusive
property of the Company, even if you authored, created, or assisted in authoring
or creating such property. You shall return to the Company all such documents
and property immediately upon termination of employment or at such earlier time
as the Company may reasonably request.
9. Restrictive Covenant. You acknowledge that the Company needs to be
protected against the potential for unfair competition and impairment of the
Company's goodwill by your use of the Company's training, assistance,
confidential information, and trade secrets in direct competition with the
Company. You therefore agree that during your employment with the Company and
for a period of one (1) year thereafter, you will not operate, join, control, be
employed by, or participate in ownership, management, operation, or control of,
or be connected in any manner as an independent contractor, consultant, or
otherwise, with any person or organization engaged in any business activity
which is the same as, or directly competitive with any business of the Company
or any successor of the Company as of the date of the termination of your
employment with the Company within the states of the United States of America.
For purposes of this paragraph, "directly competitive" means any business or
technical activity that is either described in any granted patent or patent
application (whether or not yet filed) owned by or licensed to the Company at
any time during your employment with the Company. You agree that the provisions
of this paragraph 9 shall survive the termination of your employment with the
Company or the termination of this Letter Agreement, whether such termination be
voluntary or involuntary, or with or without cause.
Xxxx X. Xxxxxxx, Ph.D.
April 4, 2003
Page 5
10. Covenant Not to Recruit. You recognize that the Company's work force
constitutes an important and vital aspect of its business. You agree that during
your employment with the Company and for a period of one (1) year thereafter,
you will not recruit or solicit, or assist anyone else in the recruitment or
solicitation of, any of the Company's then current employees to terminate their
employment with the Company and to become employed by any business enterprise
with which you may then be associated or connected, whether as an owner,
employee, partner, agent, investor, consultant, contractor or otherwise. You
expressly agree that the provisions of this paragraph 10 shall survive the
termination of your employment with the Company or the termination of this
Letter Agreement, whether such termination be voluntary or involuntary or with
or without cause.
11. Severability. In the event any provision of this Letter Agreement
shall be held illegal or invalid for any reason, said illegality or invalidity
will not in any way affect the legality or validity of any other provision
hereof. It is the intention of the parties hereto that the Company be given the
broadest possible protection respecting its confidential information and trade
secrets; and respecting competition by you following the termination of your
employment with the Company.
12. Remedies. You agree that, in addition to, but not to the exclusion
of any other available remedy, the Company shall have the right to enforce the
provisions of paragraphs 7, 8, 9, and 10 by applying for and obtaining temporary
and permanent restraining orders or injunctions from a court of competent
jurisdiction without the necessity of filing a bond therefore, and the
prevailing party in any such action shall be entitled to recover reasonable
attorneys' fees and costs in enforcing or defending any claims regarding the
provisions of paragraphs 7, 8, 9, and 10.
13. Company Obligations. The sole obligations of the Company will be its
obligations as set forth in this Letter Agreement, except as otherwise provided
by law. This Letter Agreement represents the entire agreement between you and
the Company relating to your employment, the termination of your employment, and
compensation and benefits relating thereto. This Letter Agreement supersedes all
prior negotiations, discussions, communications and agreements relating to the
same subject matter, including without limitation the Employment Agreement,
except as specifically incorporated herein.
14. Governing Law; Venue. All matters relating to the interpretation,
construction, application, validity and enforcement of this Letter Agreement
shall be governed by the laws of the State of Minnesota. Any action at law, suit
in equity, or judicial proceeding arising directly, indirectly, or otherwise in
connection with, out of, related to or from this Letter Agreement or any
provision hereof, shall be litigated only in the courts of the State of
Minnesota, County of Hennepin. You hereby waive any right you may have to
transfer or change the venue of any litigation brought against you by the
Company.
* * * * *
Xxxx X. Xxxxxxx, Ph.D.
April 4, 2003
Page 6
This Letter Agreement is intended to state all the terms of the
conclusion of your employment by the Company. Please indicate your acceptance of
all such terms by signing both copies of this Letter Agreement and the First
Release, returning one copy of each to the undersigned.
Sincerely,
CIMA LABS INC.
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Chair, Board of Directors
On this 4th day of April, 2003, I, Xxxx X. Xxxxxxx, hereby accept and agree to
the terms of the above Letter Agreement and the First Release. I further
acknowledge that I have 21 days after the last date of my employment to decide
whether to sign the Second Release. I also hereby specifically confirm (a) that
I am being advised by the Company to seek independent advice from legal counsel
of my own selection in connection with this Letter Agreement, the First Release
and the Second Release (and that I have had adequate opportunity to do so); and
(b) that I have not relied to any extent on any statement or other communication
from any shareholder, director, officer, employee, attorney or agent of the
Company in connection herewith.
/s/ Xxxx X. Xxxxxxx 4 April, 2003
------------------------------------ ---------------
Xxxx X. Xxxxxxx, Ph.D. Dated
RELEASE BY XXXX X. XXXXXXX
DEFINITIONS. I intend all words used in this Release to have their plain
meanings in ordinary English. Specific terms that I use in this Release have the
following meanings:
A. I, me, and my include both me and anyone who has or obtains any
legal rights or claims through me.
B. CIMA means CIMA LABS INC., any company related to CIMA LABS INC.
in the present or past (including without limitation, its
predecessors, parents, subsidiaries, affiliates, joint venture
partners, and divisions), and any successors of CIMA LABS INC.
C. Company means CIMA; the present and past officers, directors,
committees, shareholders, and employees of CIMA; any company
providing insurance to CIMA in the present or past; the present
and past fiduciaries of any employee benefit plan sponsored or
maintained by CIMA (other than multiemployer plans); the
attorneys for CIMA; and anyone who acted on behalf of CIMA or on
instructions from CIMA.
D. Letter Agreement means the Letter Agreement from CIMA dated April
4, 2003 and accepted by me, including all of the documents
attached to the Letter Agreement.
E. My Claims mean all of my rights that I now have to any relief of
any kind from the Company, including without limitation:
1. all claims arising out of or relating to my employment
with CIMA or the termination of that employment;
2. all claims arising out of or relating to the statements,
actions, or omissions of the Company;
3. all claims for any alleged unlawful discrimination,
harassment, retaliation or reprisal, or other alleged
unlawful practices arising under any federal, state, or
local statute, ordinance, or regulation, including without
limitation, claims under Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, 42 U.S.C. Section 1981,
the Employee Retirement Income Security Act, the Equal Pay
Act, the Worker Adjustment and Retraining Notification
Act, the Minnesota Human Rights Act, the Fair Credit
Reporting Act, and workers' compensation non-interference
or non-retaliation statutes (such as Minn. Stat. Section
176.82);
4. all claims for alleged wrongful discharge; breach of
contract; breach of implied contract; failure to keep any
promise; breach of a covenant of
EXHIBIT A
good faith and fair dealing; breach of fiduciary duty;
estoppel; my activities, if any, as a "whistleblower";
defamation; infliction of emotional distress; fraud;
misrepresentation; negligence; harassment; retaliation or
reprisal; constructive discharge; assault; battery; false
imprisonment; invasion of privacy; interference with
contractual or business relationships; any other wrongful
employment practices; and violation of any other principle
of common law;
5. all claims for compensation of any kind, including without
limitation, bonuses, commissions, stock-based compensation
or stock options, vacation pay, and expense
reimbursements;
6. all claims for back pay, front pay, reinstatement, other
equitable relief, compensatory damages, damages for
alleged personal injury, liquidated damages, and punitive
damages; and
7. all claims for attorneys' fees, costs, and interest.
However, My Claims do not include any claims that the law does
not allow to be waived, any claims that may arise after the date
on which I sign this Release, any claims for indemnification
under the charter documents of the Company or under any
applicable state or federal statute, or any claims for breach of
the Letter Agreement.
AGREEMENT TO RELEASE MY CLAIMS. I will receive consideration from CIMA as set
forth in the Letter Agreement if I sign and do not rescind this Release as
provided below. I understand and acknowledge that that consideration is in
addition to anything of value that I would be entitled to receive from CIMA if I
did not sign this Release or if I rescinded this Release. In exchange for that
consideration I give up and release all of My Claims. I will not make any
demands or claims against the Company for compensation or damages relating to My
Claims. The consideration that I am receiving is a fair compromise for the
release of My Claims.
ADDITIONAL AGREEMENTS AND UNDERSTANDINGS. Even though CIMA will provide
consideration for me to settle and release My Claims, the Company does not admit
that it is responsible or legally obligated to me. In fact, the Company denies
that it is responsible or legally obligated to me for My Claims, denies that it
engaged in any unlawful or improper conduct toward me, and denies that it
treated me unfairly.
ADVICE TO CONSULT WITH AN ATTORNEY. I understand and acknowledge that I am
hereby being advised by the Company to consult with an attorney prior to signing
this Release and I have done so. My decision whether to sign this Release is my
own voluntary decision made with full knowledge that the Company has advised me
to consult with an attorney.
PERIOD TO CONSIDER THE RELEASE. I understand that I have 21 days from the day
that I receive this Release, not counting the day upon which I receive it, to
consider whether I wish to sign this Release. If I sign this Release before the
end of the 21-day period, it will be my voluntary
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decision to do so because I have decided that I do not need any additional time
to decide whether to sign this Release.
MY RIGHT TO RESCIND THIS RELEASE. I understand that I may rescind this Release
at any time within 15 days after I sign it, not counting the day upon which I
sign it. This Release will not become effective or enforceable unless and until
the 15-day rescission period has expired without my rescinding it.
PROCEDURE FOR ACCEPTING OR RESCINDING THE RELEASE. To accept the terms of this
Release, I must deliver the Release, after I have signed and dated it, to CIMA
by hand or by mail within the 21-day period that I have to consider this
Release. To rescind my acceptance, I must deliver a written, signed statement
that I rescind my acceptance to CIMA by hand or by mail within the 15-day
rescission period. All deliveries must be made to CIMA at the following address:
Xxxxxx Xxx
CIMA LABS INC.
00000 Xxxxxx Xxxx Xxxx
Xxxx Xxxxxxx, XX 00000
If I choose to deliver my acceptance or the rescission of my acceptance by mail,
it must be (1) postmarked within the period stated above; and (2) properly
addressed to CIMA at the address stated above.
INTERPRETATION OF THE RELEASE. This Release should be interpreted as broadly as
possible to achieve my intention to resolve all of My Claims against the
Company. If this Release is held by a court to be inadequate to release a
particular claim encompassed within My Claims, this Release will remain in full
force and effect with respect to all the rest of My Claims.
MY REPRESENTATIONS. I am legally able and entitled to receive the consideration
being provided to me in settlement of My Claims. I have not been involved in any
personal bankruptcy or other insolvency proceedings at any time since I began my
employment with XXXX. No child support orders, garnishment orders, or other
orders requiring that money owed to me by CIMA be paid to any other person are
now in effect.
I have read this Release carefully. I understand all of its terms. In signing
this Release, I have not relied on any statements or explanations made by the
Company except as specifically set forth in the Letter Agreement. I am
voluntarily releasing My Claims against the Company. I intend this Release and
the Letter Agreement to be legally binding.
Dated:
---------------------------- -----------------------------
Xxxx X. Xxxxxxx, Ph.D.
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RELEASE BY XXXX X. XXXXXXX
DEFINITIONS. I intend all words used in this Release to have their plain
meanings in ordinary English. Specific terms that I use in this Release have the
following meanings:
A. I, me, and my include both me and anyone who has or obtains any
legal rights or claims through me.
B. CIMA means CIMA LABS INC., any company related to CIMA LABS INC.
in the present or past (including without limitation, its
predecessors, parents, subsidiaries, affiliates, joint venture
partners, and divisions), and any successors of CIMA LABS INC.
C. Company means CIMA; the present and past officers, directors,
committees, shareholders, and employees of CIMA; any company
providing insurance to CIMA in the present or past; the present
and past fiduciaries of any employee benefit plan sponsored or
maintained by XXXX (other than multiemployer plans); the
attorneys for CIMA; and anyone who acted on behalf of CIMA or on
instructions from CIMA.
D. Letter Agreement means the Letter Agreement from CIMA dated April
4, 2003 and accepted by me, including all of the documents
attached to the Letter Agreement.
E. My Claims mean all of my rights that I now have to any relief of
any kind from the Company, including without limitation:
1. all claims arising out of or relating to my employment
with CIMA or the termination of that employment;
2. all claims arising out of or relating to the statements,
actions, or omissions of the Company;
3. all claims for any alleged unlawful discrimination,
harassment, retaliation or reprisal, or other alleged
unlawful practices arising under any federal, state, or
local statute, ordinance, or regulation, including without
limitation, claims under Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, 42 U.S.C. Section 1981,
the Employee Retirement Income Security Act, the Equal Pay
Act, the Worker Adjustment and Retraining Notification
Act, the Minnesota Human Rights Act, the Fair Credit
Reporting Act, and workers' compensation non-interference
or non-retaliation statutes (such as Minn. Stat. Section
176.82);
4. all claims for alleged wrongful discharge; breach of
contract; breach of implied contract; failure to keep any
promise; breach of a covenant of
EXHIBIT B
good faith and fair dealing; breach of fiduciary duty;
estoppel; my activities, if any, as a "whistleblower";
defamation; infliction of emotional distress; fraud;
misrepresentation; negligence; harassment; retaliation or
reprisal; constructive discharge; assault; battery; false
imprisonment; invasion of privacy; interference with
contractual or business relationships; any other wrongful
employment practices; and violation of any other principle
of common law;
5. all claims for compensation of any kind, including without
limitation, bonuses, commissions, stock-based compensation
or stock options, vacation pay, and expense
reimbursements;
6. all claims for back pay, front pay, reinstatement, other
equitable relief, compensatory damages, damages for
alleged personal injury, liquidated damages, and punitive
damages; and
7. all claims for attorneys' fees, costs, and interest.
However, My Claims do not include any claims that the law does
not allow to be waived, any claims that may arise after the date
on which I sign this Release, any claims for indemnification
under the charter documents of the Company or under any
applicable state or federal statute, or any claims for breach of
the Letter Agreement.
AGREEMENT TO RELEASE MY CLAIMS. I will receive consideration from CIMA as set
forth in the Letter Agreement if I sign and do not rescind this Release as
provided below. I understand and acknowledge that that consideration is in
addition to anything of value that I would be entitled to receive from CIMA if I
did not sign this Release or if I rescinded this Release. In exchange for that
consideration I give up and release all of My Claims. I will not make any
demands or claims against the Company for compensation or damages relating to My
Claims. The consideration that I am receiving is a fair compromise for the
release of My Claims.
ADDITIONAL AGREEMENTS AND UNDERSTANDINGS. Even though CIMA will provide
consideration for me to settle and release My Claims, the Company does not admit
that it is responsible or legally obligated to me. In fact, the Company denies
that it is responsible or legally obligated to me for My Claims, denies that it
engaged in any unlawful or improper conduct toward me, and denies that it
treated me unfairly.
ADVICE TO CONSULT WITH AN ATTORNEY. I understand and acknowledge that I am
hereby being advised by the Company to consult with an attorney prior to signing
this Release and I have done so. My decision whether to sign this Release is my
own voluntary decision made with full knowledge that the Company has advised me
to consult with an attorney.
PERIOD TO CONSIDER THE RELEASE. I understand that I have 21 days following my
last day of employment with the Company to consider whether I wish to sign this
Release. If I sign this
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Release before the end of the 21-day period, it will be my voluntary decision to
do so because I have decided that I do not need any additional time to decide
whether to sign this Release.
MY RIGHT TO RESCIND THIS RELEASE. I understand that I may rescind this Release
at any time within 15 days after I sign it, not counting the day upon which I
sign it. This Release will not become effective or enforceable unless and until
the 15-day rescission period has expired without my rescinding it.
PROCEDURE FOR ACCEPTING OR RESCINDING THE RELEASE. To accept the terms of this
Release, I must deliver the Release, after I have signed and dated it, to CIMA
by hand or by mail within the 21-day period that I have to consider this
Release. To rescind my acceptance, I must deliver a written, signed statement
that I rescind my acceptance to CIMA by hand or by mail within the 15-day
rescission period. All deliveries must be made to CIMA at the following address:
Xxxxxx Xxx
CIMA LABS INC.
00000 Xxxxxx Xxxx Xxxx
Xxxx Xxxxxxx, XX 00000
If I choose to deliver my acceptance or the rescission of my acceptance by mail,
it must be (1) postmarked within the period stated above; and (2) properly
addressed to CIMA at the address stated above.
INTERPRETATION OF THE RELEASE. This Release should be interpreted as broadly as
possible to achieve my intention to resolve all of My Claims against the
Company. If this Release is held by a court to be inadequate to release a
particular claim encompassed within My Claims, this Release will remain in full
force and effect with respect to all the rest of My Claims.
MY REPRESENTATIONS. I am legally able and entitled to receive the consideration
being provided to me in settlement of My Claims. I have not been involved in any
personal bankruptcy or other insolvency proceedings at any time since I began my
employment with XXXX. No child support orders, garnishment orders, or other
orders requiring that money owed to me by CIMA be paid to any other person are
now in effect.
I have read this Release carefully. I understand all of its terms. In signing
this Release, I have not relied on any statements or explanations made by the
Company except as specifically set forth in the Letter Agreement. I am
voluntarily releasing My Claims against the Company. I intend this Release and
the Letter Agreement to be legally binding.
Dated:
---------------------------- -----------------------------
Xxxx X. Xxxxxxx, Ph.D.
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