Exhibit 10.19
SEPARATION AGREEMENT AND GENERAL RELEASE
In consideration of the mutual covenants to be performed by Xxxx X.
Xxxxxx ("Employee"), and Bruker AXS Inc. (the "Company"), and set forth in their
entirety herein, the parties agree as follows this 7th day of November 2001:
1. EFFECTIVE DATE. This Agreement shall take effect upon execution by
Employee (the "Effective Date").
2. SEPARATION FROM EMPLOYMENT. Employee and the Company acknowledge that
Employee shall cease to be an employee of the Company on May 8, 2002 (the
"Separation Date"). As of the Separation Date, Employee is relieved of all
duties and responsibilities for the Company and is no longer authorized to
transact business on behalf of the Company. Until the Separation Date, Employee
shall continue to serve as the Company's Chief Financial Officer in Madison,
Wisconsin with a major focus on the following:
a. Implementation of the Company's financial reporting and control
system.
b. Closing of the Company's fiscal year 2001 and first quarter 2002.
c. Assistance during the Company's initial public offering.
3. PAYMENTS AND BENEFIT
a. The Company shall pay Employee a lump sum payment of $ 150,000,
less payroll deductions required to be made under local, state and federal law
(the "Severance Payment"), in three (3) equal quarterly installments of $ 50,000
each on the first day of the quarter starting in July 1st, 2002.
b. The Company will pay Employee all wages and accrued but unused
vacation pay through the Separation Date.
c. Employee shall have the right to continue to receive health
insurance after the Separation Date at Employee's expense in accordance with the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"). Employee will receive
separate correspondence regarding his COBRA rights.
d. On the Separation Date, 50,000 of Employee's stock options in
Company will vest and all other stock options of Employee in Company will
automatically be terminated.
e. Other than the payments and benefits described in this paragraph,
Employee acknowledges that he is not entitled to and shall not receive any
additional money, compensation or other benefits from the Company.
4. GENERAL RELEASE. In exchange for the consideration described in
paragraph 3 above, to which Employee acknowledges he is not otherwise entitled,
Employee hereby releases and forever discharges the Company, and its affiliated,
related, parent and subsidiary companies,
and their past and present officers, directors, agents, employees, shareholders,
successors, subsidiaries, attorneys, investors and any person or entity acting
for or on behalf of them (the "Releasees"), from liability for any and all
claims, damages, causes of action, wages or commissions, both in law and equity,
which Employee or his personal representative, heirs, or assigns, ever had, now
has or may have, whether known or unknown, and whether asserted or not, arising
out of any act event, neglect or omission occurring from the beginning of the
world to the date of this Agreement ("Claims"), including, but not limited to,
any Claims arising out of or in any way related to his employment by Company and
the termination of that employment. This includes, but is not limited to, any
Claims that may exist under any federal, state or local laws prohibiting
discrimination, such as Title VII of the Civil Rights Act of 1964, the Americans
with Disabilities Act, the Age Discrimination in Employment Act the Older
Workers Benefit Protection Act, the Employee Retirement Income Security Act
Wisconsin Stat. Xxx. ss.ss.111 ET SEQ., and any other federal, state or local
statutory or common law Claims affecting or relating to the claims or rights of
employees, as same may be amended from time to time. Excepted from this General
Release is the right to enforce performance of this Agreement, and to xxx for
damages for breach of this Agreement. Employee states that he has not previously
filed or joined in any complaints or charges or lawsuits against the Company
before any governmental agency or court of law. Employee will not file or permit
to be filed on his behalf, either individually or as a member of any class
seeking relief against the Releasees, any lawsuit or administrative complaint
asserting any Claims. In the event any of the Releasees are required to defend
against any suit or administrative complaint filed by or on behalf of Employee
in breach of this Agreement, Employee shall reimburse the Company for all
payments made to him or on his behalf under paragraph 3 and he shall be liable
for all expenses, including costs and attorneys' fees. incurred as a result of
such breach.
5. RESCISSION. Employee acknowledges that he has been advised to consult
with an attorney regarding the terms of this Agreement. Employee and Company
recognize that, under federal law, Employee is entitled to have twenty-one (21)
days to consider this Agreement before signing same, and seven (7) days to
rescind this Agreement after signing. Rescission by Employee must be made by
delivering a signed, written notice of rescission to the Company's CEO at the
Company's offices. If Employee rescinds this Agreement, it shall not be
effective or enforceable.
6. Other AGREEMENT. Employee hereby acknowledges that the
[Non-Disclosure] Agreement signed by Employee shall remain in full force and
effect in accordance with its terms, and that he remains bound by its terms.
7. NON-DISPARAGEMENT. Employee will not make any oral or written
statement, or take any other action, which disparages or criticizes Company's
management, employees, products or services, or damages the Company's reputation
or impairs its normal operations.
8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between Employee and Company with respect to the subject matter hereof. No
promises or oral or written statements have been made to either party other than
those in this Agreement. If any portion of this Agreement is found to be
unenforceable, then both Employee and Company desire
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that all other portions that can be separated from it or appropriately limited
in scope shall remain fully valid and enforceable.
9. ASSIGNMENT. Employee may not assign any of his rights or delegate any
of his duties or obligations under this Agreement. The rights and obligations of
the Company under this Agreement shall inure to the benefit of the successors
and assigns of the Company.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin. Any and all legal
proceedings regarding this Agreement or the subject matter hereof shall be
brought only in the state or federal courts of the State of Wisconsin, to whose
jurisdiction the parties submit.
11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which will be
deemed one and the same instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first written above.
BRUKER AXS INC.
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxx
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Xxxx X. Xxxxxx
Title: President & CEO
