Exhibit 10.53
[CALYPTE BIOMEDICAL CORPORATION LETTERHEAD]
September 17, 1999
Xxxx X. XxXxxxxx
0000 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Re: YOUR SERVICE AS A DIRECTOR OF CALYPTE
Dear Xxxx:
Upon your signature at the end of this letter where indicated, this
letter will be the binding agreement (the "AGREEMENT"), effective as of
September 17, 1999 (the "EFFECTIVE DATE"), between Calypte Biomedical
Corporation ("CALYPTE") and you with respect to the matters set forth herein.
1. RESIGNATION AS AN EMPLOYEE, CHIEF OPERATING OFFICER AND CHIEF
FINANCIAL OFFICER OF CALYPTE; ELECTION AS DIRECTOR OF CALYPTE.
(a) RESIGNATION AS AN EMPLOYEE, CHIEF OPERATING OFFICER AND CHIEF
FINANCIAL OFFICER OF CALYPTE. You hereby resign, as of the Effective Date,
as an employee of Xxxxxxx and as Chief Financial Officer and as Chief
Operating Officer of Calypte. You and Xxxxxxx acknowledge that such
resignation is mutually amicable and results from your desire to pursue other
interests. You will receive payment of all accrued salary and vacation as
required by law, and you will continue to receive any benefits accorded to
you as a departed employee under the terms of the Company's benefits plans or
applicable law (e.g., option to elect continued health coverage under COBRA).
(b) ELECTION AS DIRECTOR OF CALYPTE. At the meeting of Xxxxxxx's
Board of Directors (the "BOARD") held next after the Effective Date, the
Board will elect you as a Director of Calypte. The Company will place your
name for election as a Director of the Company with respect to any election
of Directors, and you will serve as a Director of the Company, in each case
until the earliest of the date of your death, your written resignation from
the Board, or the date upon which you have not been re-elected as a Director
by the stockholders of the Company, or the date upon which the Board
determines in good faith that such nomination would not be in the best
interests of the Company or its stockholders. During your service as a
Director of Calypte you will be entitled to such indemnification, stock
and/or stock options and other benefits from the Company as are made
available from time to time by the Company to other Directors.
2. GENERAL. This Agreement may be executed in counterparts, each of
which will be deemed an original, but both of which together will constitute one
and the same instrument. This Agreement will be governed by the laws of the
State of California without regard to its body of law controlling conflict of
laws. This Agreement is the
complete and exclusive agreement between you and Calypte regarding the
specific subject matter of this Agreement and supersedes in their entirety
all prior agreements, understandings and communications, oral or written,
between us regarding the specific subject matter of this Agreement, will be
binding upon and inure to our respective successors and assigns, and upon
your heirs, executors and administrators, and may only be amended by a
writing signed by each of us or our respective successors, assigns or
authorized representatives. We acknowledge that you and the Company are,
simultaneously with execution and delivery of this agreement, executing and
delivering a Consulting Agreement of even date herewith.
Sincerely,
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
President and Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Xxxx XxXxxxxx
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Xxxx X. XxXxxxxx
Date signed: September 17, 1999
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