SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE
This
SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter referred to as the
"Agreement" and/or "Separation Agreement") is made and entered into by and
between Xxxxxx Xxxx (hereinafter referred to as "Xx. XXXX") and Patient Safety
Technologies, Inc. (hereinafter referred to as "PST"). (Xx. XXXX and
PST are hereinafter collectively referred to as the
"Parties"). Certain additional releasing parties identified on the
signature page hereto as "Additional Parties" are deemed Parties on a several
not joint basis as to Xxxxxxxx 0, 0, 0, 00, 00, 00 xxx 00(x), (x), (x) (e), (f)
and (h) and no other Sections.
RECITALS
A. Xx.
XXXX was employed by PST from May 7, 2009 until the closing date of the
Company’s equity financing of at least $6 million (the "Separation
Date").
B. PST
and Xx. XXXX are parties to a separate STOCK OPTION AGREEMENT, dated May 7, 2009
pursuant to which Xx. XXXX has options to purchase 2,000,000 shares of PST
stock, of which 541,667 are currently vested will receive an extended vesting
period to the extent set forth in this Agreement.
C. PST
and Xx. XXXX are also parties to a separate EMPLOYMENT AGREEMENT, dated May 7,
2009.
D. In
order to settle certain matters between the Parties, PST desires to provide Xx.
XXXX with certain benefits, and Xx. XXXX desires to accept such benefits, all on
the terms and conditions set forth below.
E. Xx.
XXXX and the Additional Parties are willing to agree to certain elements of this
Agreement in consideration of the mutual covenants contained
herein.
NOW,
THEREFORE, in consideration of the premises and promises herein contained, the
adequacy and receipt of which are hereby acknowledged by both Parties, the
Parties agree as follows:
AGREEMENTS
1. Incorporation
of Recitals: The foregoing
Recitals are hereby incorporated into this Agreement.
2. Effect of
Termination: The Parties agree
that, as of the Separation Date, Xx. XXXX not only ceased to be employed by PST
but also ceased to be a director of PST and ceased to hold any office or title,
including, but not limited to, that of Chief Executive Officer at
PST.
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3. Separation
Benefits From PST: The Parties agree
that:
(a) They
shall treat the termination of Xx. XXXX'x employment with PST as if it were a
termination "without Cause" on the Separation Date and Xx. XXXX shall receive
the payments, continued vesting of options and benefits expressly provided for
in Section 4(a)(ii), Section 4(a)(iii)(2) and Section 4(a)(iii)(3) of the
EMPLOYMENT AGREEMENT, except that: (i) the
Parties waive any notice
otherwise required (including under Section 4(a)(i) of the EMPLOYMENT
AGREEMENT); and (ii) Xx. XXXX expressly and knowingly waives permanently any
benefits, payments or rights he would otherwise have or receive under Sections
4(a)(iii)(1) [Bonus] and Section 6 [Excise Taxes] of his EMPLOYMENT AGREEMENT or
any board resolution, contract, plan or arrangement that otherwise provided for
or sought to implement the same. The payments and benefits due under
this Section shall be paid commencing on the Separation Date and shall continue
to be subject to all of the terms and conditions of the EMPLOYMENT AGREEMENT,
including Section 4(a)(iv) thereof, it being understood that (i) this Separation
Agreement constitutes the “Release” described in the EMPLOYMENT AGREEMENT and
(ii) the severance payments owed under Section 4(a)(ii) of the EMPLOYMENT
AGREEMENT shall be payable in accordance with the Company’s standard payroll
practices.1 Xx.
XXXX understands that treating the termination as if it were "without Cause" is
strictly a means of defining the rights and obligations of the Parties and shall
not be construed as evidence or admission of any wrongdoing. Both PST
and Xx. XXXX have agreed to make the election in the second sentence of Section
4(a)(iii)(2) of the EMPLOYMENT AGREEMENT to pay Xx. XXXX cash in the amount of
$1,057 per month for 12 months, commencing on the Separation Date and payable
thereafter on the first of each month, in lieu of providing medical coverage and
other health and welfare benefits proportionately over the period in which
payments are made to Xx. XXXX under Section 4(a)(ii) of the EMPLOYMENT AGREEMENT
(i.e., over the same twelve (12) month period).
(b) Xx.
XXXX agrees and acknowledges that other than (i) an aggregate of the sum of (x)
$209,949 in accrued director/chairman of the board fees and unpaid chief
executive officer unpaid salary accrued prior to the last payroll date, (y)
cash-out of accrued vacation through the Separation Date (it being understood
that accrued vacation as of June 15, 2010 equaled $14,844) and (z) salary
accrued but unpaid since the last payroll date through the Separation Date
(collectively, the "Accrued Amounts"), and (ii) the amounts and benefits
provided for in Section 3(a) immediately above, PST does not and will not owe or
be obligated to pay, and Xx. XXXX is not entitled to receive or claim, any
wages, compensation, reimbursement, bonus (for 2009, 2010 or any other period)
or other payments (including accrued but unused vacation and reimbursable
business-related expenses) from or on behalf of PST as of the date hereof (for
services rendered or otherwise) or as a result of the termination of Xx. XXXX'x
employment or his EMPLOYMENT AGREEMENT.
(c) On
the date hereof, the Accrued Amounts are being paid in cash, less any legally
required tax withholding, to Xx. XXXX, and Xx. XXXX acknowledges receipt in full
of the same.
(d) Other
than the vesting extension expressly contemplated by Section 4(a)(iii)(3) of the
EMPLOYMENT AGREEMENT, Xx. XXXX shall not vest in any more PST
options. The terms of the OPTION AGREEMENT shall otherwise remain in
full force and effect, except that the OPTION AGREEMENT is hereby deemed amended
as follows: the exercise period for any options vested as of the date hereof
shall be extended until close of business on April 30, 2011 after which time
such option may no longer be exercised, and the exercise period for any options
that vest pursuant to Section 4(a)(iii)(3) of the EMPLOYMENT AGREEMENT shall be
close of business on September 24, 2011, after which time such options may no
longer be exercised. Xx. XXXX acknowledges and agrees that, other
than the options granted to him under his OPTION AGREEMENT and that certain
warrant dated April 16, 2008 issued by PST to Xx. XXXX (the “Warrant”), he is
not entitled to any equity interest in PST or any option or right with respect
to any such equity interest.
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(e) Xx.
XXXX specifically agrees that the consideration provided for in this Separation
Agreement is in lieu and full satisfaction of any and all payments, amounts,
benefits or consideration otherwise due to him, whether under the EMPLOYMENT
AGREEMENT or otherwise, and regardless of whether the terms of the EMPLOYMENT
AGREEMENT would (in the absence of this Agreement) require a greater payment or
amount and regardless of whether a "Change of Control" of the Company were
deemed to occur now or in the future.
4. Taxes: Xx. XXXX
acknowledges and agrees that PST has made no representations to him regarding
the tax consequences of any amounts, securities or benefits received by him
pursuant to this Agreement. Xx. XXXX also acknowledges that he is
solely responsible for payment of all taxes, state, federal and/or local, if
any, for which he may be liable on the amounts, securities or benefits he
receives pursuant to this Agreement. He also agrees to indemnify and
hold harmless PST, and all of its employees, principals and agents, from and
against any and all loss, cost, damage, or expense, including, but not limited
to, attorney's fees incurred by any of them, arising out of his failure to pay
the taxes, if any, for which he is liable.
5.
Mutual
General Release Of Claims:
(a) As
a material inducement to PST to enter into this Agreement, Xx. XXXX (on behalf
of himself, his heirs, and assigns) hereby releases and forever discharges PST
and its former, current, and future owners, officers, directors, trustees,
employees, agents, assigns, representatives, attorneys, insurers, the Additional
Parties, and all persons or entities acting by, through, under or in concert
with any of them (collectively "Releasees"), of and from any and all Claims (as
defined below) which Xx. XXXX may have now or in the future arising from any act
or omission or condition arising prior to his signing this Agreement, including,
but not limited to, all claims under state, federal, or common law, whether
based in contract, tort, statute or otherwise, and including, but not limited
to, claims of discrimination and claims in any way related to Xx. XXXX'x
employment by PST or the termination of such employment or the actions of the
Additional Parties in connection with their Schedule 13D filing or in connection
with their transactions with PST. Notwithstanding the foregoing, this
Section 5(a) does not release
Claims: (a) that cannot lawfully be released by this Agreement, or
(b) relating to (i) Xx. XXXX’x vested benefits pursuant to PST's 401k plan, (ii)
the agreements as to Xx. XXXX'x stock options as set forth herein, (iii) the
rights of the parties under (A) this Separation Agreement, (B) the Warrant or
(C) that certain Indemnification Agreement dated June 1, 2010 (the
“Indemnification Agreement”); it being understood that the Warrant and
Indemnification Agreement shall remain in full force and effect notwithstanding
this Separation Agreement. “Claims” means: liabilities,
claims, obligations, promises, agreements, demands, damages, actions, charges,
complaints, costs, losses, debts and expenses (including attorney's fees and
costs actually incurred), and causes of action of every kind, known or unknown,
disclosed or undisclosed, matured or unmatured.
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(b) As
a material inducement to Xx. XXXX to enter into this Agreement, PST and each
Additional Party (severally and not jointly with PST), each on behalf of
themselves, their respective former, current, and future owners, officers,
directors, trustees, employees, agents, assigns, successors, affiliates,
representatives, attorneys, insurers, and all persons or entities acting by,
through, under or in concert with any of them (collectively, the “PST Releasing
Parties”), hereby releases and forever
discharges Xx. XXXX (and his heirs and assigns), of and from any and all Claims
which a PST Releasing Party may have now or in the future arising from any act
or omission or condition arising prior to his signing this Agreement, including,
but not limited to, all claims under state, federal, or common law, whether
based in contract, tort, statute or otherwise and claims in any way related to
Xx. XXXX'x services to PST. Notwithstanding the foregoing, this
Section 5(b) does not release Claims: (a)that cannot lawfully be released by
this Agreement or (b) the rights of the parties under (A) this Separation
Agreement, (B) the Warrant or (C) the Indemnification Agreement. For
the avoidance of doubt the terms and conditions of the Indemnification Agreement
shall be applied without being affected by the release of Claims set forth in
this Agreement.
(c) Each
of the Parties and Additional Parties, each on behalf of themselves, their
respective former, current, and future owners, officers, directors, trustees,
employees, agents, assigns, successors, affiliates, representatives, attorneys,
insurers, and all persons or entities acting by, through, under or in concert
with any of them, represents and warrants that such person has not assigned or
transferred any of the Claims which are being released by such person
hereunder.
6. No
Complaints: Xx. XXXX
represents that he has not filed any complaints, charges, claims, or actions
against any Releasees with any state, federal, or local agency or court or any
other forum. He further represents and acknowledges that he waives
any right to any monetary recovery or other relief should the Equal Employment
Opportunity Commission or any other state or local fair employment practices
agency pursue any such Claims on his behalf.
7. Waiver Of
Unknown Claims: The Parties
understand and agree that the released Claims include not only Claims presently
known to the Parties but also include all unknown or unanticipated
Claims. The Parties knowingly and voluntarily waive any and all
rights or benefits that they may now have, or in the future may have, under the
terms of Section 1542 of the California Civil Code, which provides as
follows:
A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.
8.
Confidential/Proprietary
Information: As of the fifth
day after the Separation Date, Xx. XXXX
shall have returned to PST all keys, computers, and credit cards belonging to
PST and any other property belonging to PST, including intellectual property and
other proprietary information. Such property includes, but is not
limited to, all computer files, documents, letters, notes, programs, software,
media, photographs, lists, manuals, records, notebooks, and similar repositories
containing "Confidential Information," including all copies thereof, whether
prepared by Xx. XXXX or others. Xx. XXXX agrees not, directly or
indirectly, to use, disseminate, disclose, lecture upon, or publish articles
concerning any Confidential Information, unless specifically authorized in
writing by the Board of Directors of PST. The term "Confidential
Information" means all of the valuable, confidential, and proprietary financial,
technical, economic, and/or other types of proprietary information relating to
PST in whatever form, whether oral, written, or electronic, to which Xx. XXXX
has, or is given (or has had or been given), access as a result of his work for
PST. Such Confidential Information includes, without limitation,
non-public information regarding PST's plans, programs, systems, software,
accounting, financial affairs, personnel, and operations, and specifically
includes PST's customers' contact information, preferences, and financial
information. This restriction shall not apply to any information that
(a) becomes known generally to the public through no fault of Xx. XXXX; (b) is
required by applicable law, legal process, or any order or mandate of a court or
other governmental authority to be disclosed; or (c) is reasonably believed by
Xx. XXXX, based upon the advice of legal counsel, to be required to be disclosed
in defense of a lawsuit or other legal or administrative action brought against
Xx. XXXX; provided, that in the
case of clauses (b) or (c) above, Xx. XXXX shall, to the extent reasonably
practicable, give the Chief Executive Officer of PST reasonable advance written
notice of the Confidential Information intended to be disclosed and the reasons
and circumstances surrounding such disclosure, in order to permit PST to seek a
protective order or other appropriate request for confidential treatment of the
applicable Confidential Information.
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Xx. XXXX
also agrees not to: (1) use Confidential Information (including, but
not limited to, generally unavailable information regarding PST personnel,
including their compensation or performance record, whether in writing or not)
to solicit or attempt to solicit, or knowingly permit anyone under his authority
or control to solicit or attempt to solicit, any of PST's employees, agents or
consultants to terminate their relationship with PST; or (2) use Confidential
Information (including, but not limited to, generally unavailable information
regarding PST customers, including their contact information, their preferences,
or their financial information, whether in writing or not) to solicit or attempt
to solicit, or knowingly permit anyone under his authority or control to solicit
or attempt to solicit, any of PST's customers or their businesses, with whom he
become acquainted solely due to his employment, to do business like the business
they now do with PST. Xx. XXXX agrees that this provision contains
restrictions that are not greater than necessary to protect the interests of
PST.
Xx. XXXX
acknowledges that he remains bound by any proprietary and/or confidential
information agreement, or non-competition/non-solicitation agreement signed by
him in conjunction with his employment by PST except to the extent, if any, that
such agreement conflicts herewith (it being understood that additional or more
stringent restrictions in such agreements are not conflicts), in which case this
Agreement shall control.
9. Non-Disparagement: For a period of
two years after the Separation Date, Xx. XXXX agrees that he will not disparage
PST or any of the other Releasees in connection with any matter related to
PST. For a period of two years after the Separation Date, PST and the
Additional Parties, each on behalf of themselves, their respective former,
current, and future owners, officers, directors, trustees, employees, agents,
assigns, successors, affiliates, representatives, attorneys, insurers, and all
persons or entities acting by, through, under or in concert with any of them,
agrees that it will not disparage Xx. XXXX in connection with any matter related
to PST. Notwithstanding anything to the contrary, this Section 9 does
not prevent or limit a party from giving truthful testimony or other legally
compelled disclosure. Either party shall be free to disclose that Xx.
XXXX'x service to the Company as Chief Executive Officer ended on the Separation
Date on a mutually agreeable basis.
10.
No Future
Employment: Xx. XXXX hereby
waives any right he may have to reinstatement or future employment by PST, and
Xx. XXXX agrees not to seek such employment and not to perform any work for PST
unless such restrictions are cancelled or modified by mutual
consent. Until the 60th day
following the Separation Date, Xx. XXXX does agree, however, to be reasonably
available by telephone to answer reasonable questions of PST relating to an
orderly transition of his work.
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11. Indemnification
And Forfeiture In The Event Of Breach: Each of the
Parties and Additional Parties, each on behalf of themselves, their respective
former, current, and future owners, officers, directors, trustees, employees,
agents, assigns, successors, affiliates, representatives, attorneys, insurers,
and all persons or entities acting by, through, under or in concert with any of
them, agrees to indemnify and hold the other harmless from and against any and
all loss, cost, damage or expense, including but not limited to attorney's fees
incurred by the other, arising out of any breach of this Agreement or false
representation herein by the indemnifying party.
12.
No
Admission Of Liability: Each of the
Parties and Additional Parties, each on behalf of themselves, their respective
former, current, and future owners, officers, directors, trustees, employees,
agents, assigns, successors, affiliates, representatives, attorneys, insurers,
and all persons or entities acting by, through, under or in concert with any of
them, acknowledges and agrees in good faith that this Agreement shall never at
any time or for any purpose be considered as an admission of liability or
responsibility on the part of any party to this Section or its
affiliates.
13.
No
Reliance On Other Representations: Xx. XXXX
represents and acknowledges that in executing this Agreement, he does not rely
and has not relied upon any representation or statements made by any of the
Releasees with regard to the subject matter, basis, or effect of this Agreement
or otherwise beyond those expressly contained herein. Xx. XXXX
represents that he has carefully read and fully understands all provisions of
this Agreement, and that he is voluntarily entering into this Agreement after
adequate time to consider its terms.
14.
Confidentiality: Except as
required by law or court order or to enforce its terms, Xx. XXXX agrees that he
will keep, and has kept, the terms of this Separation Agreement and Release
confidential except for communications with his immediate family members,
attorneys and other persons who have a need to know the terms of the Agreement
in order to comply with its provisions or provide legal or tax
advice. Xx. XXXX understands and agrees that all persons who are
provided such information must be advised of the confidentiality of the
information and required to comply with the terms of this
Section. Should Xx. XXXX ever be subpoenaed or otherwise called upon
to testify or disclose the terms or amount of this Separation Agreement and
Release, he agrees to immediately notify the Board of Directors of PST and to
resist disclosure until PST has had a reasonable opportunity of not less than
ten (10) days to object or take other action to protect its
interests. Notwithstanding the foregoing, the Parties all acknowledge
that the Company is entitled to and expect to file this Agreement with the SEC
on a Current Report on Form 8-K or other appropriate SEC form or
report.
15.
Acknowledgements: Xx. XXXX
acknowledges that, other than the Accrued Amounts that are being paid on the
date hereof, he has received timely payment in full for all compensation (of any
sort, including, but not limited to, wages and vacation) earned by him during
him employment with PST, and for all reimbursement of expenses (of any sort)
incurred by him during him employment with PST and for which reimbursement would
be required. Xx. XXXX also acknowledges that he has no work-related
injury, illness, disease, or condition, and that he has not been unlawfully
denied any family or medical leave or otherwise subjected to unlawful
interference in that regard. Xx. XXXX further acknowledges that it is
his intent and understanding that he is entitled to no severance or separation
benefits other than as expressly provided for in this Agreement.
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16.
Right to
an Attorney, Time to Consider, Revocation. Xx. XXXX acknowledges and
agrees that he was provided twenty-one (21) days to consider this Agreement and
to consult with counsel and PST has advised Xx. XXXX of his right to do so. To
the extent that Xx. XXXX has taken less than twenty-one (21) days to consider
this Agreement, he acknowledges that he has had sufficient time to consider the
Agreement and to consult with counsel and that he did not desire additional
time. This Agreement will become effective on the Separation Date,
provided, however, that for 7 calendar days following the Separation Date, Xx.
XXXX may revoke this Agreement by notifying the undersigned representative of
PST in writing by registered letter. In the event of such revocation,
this Agreement shall be deemed rescinded and the parties hereto shall be placed
back as closely as possible to their positions prior to entering into this
Agreement. No other signatory hereto may revoke this
Agreement.
17.
Standstill. Xx. XXXX shall
not, alone or with any "group," for the 18 months following the date hereof,
directly or indirectly, acquire "beneficial ownership" of any securities of PST
constituting (including upon conversion or exercise of such securities) more
than 1% of the total outstanding shares of PST, where "group" and "beneficial
ownership" are as defined in Section 13(d) of the Securities Act of 1934 and the
rules promulgated pursuant thereto. For purposes of this Section 17,
any securities Xx. XXXX acquires through exercise of options held on the date
hereof shall be disregarded. In addition, during such 18 month
period, Xx. XXXX shall not, directly or indirectly, participate in any
solicitation of proxies in regard to PST.
18.
Insurance. In
addition to any other obligation under Xx. XXXX'x Indemnification Agreement with
PST, PST agrees and covenants that for a period of no less than four years
following the Separation Date (the "Coverage Period"), PST shall maintain in
full force and effect for the benefit of each Director (including Xx. XXXX) as a
named insured Director & Officer Liability Insurance on terms and conditions
(including but not limited to policy limits, deductibles, scope of coverage and
the like with a financially sound insurance carrier) no less favorable as such
insurance is currently in effect as of the Separation Date.
19.
Miscellaneous: In further
consideration of this Agreement, Xx. XXXX and PST agree as follows:
(a) The
terms mentioned in the preceding paragraphs of this Agreement are the entire and
only consideration for it, and each of the Parties shall be responsible for
payment of his or its own attorney's fees, costs, and legal expenses, if any;
provided that the prevailing party in any dispute arising out of or related to
this Agreement shall be entitled to collect its costs and expenses (including
attorneys’ fees) from the non-prevailing party(ies);
(b) The
language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the
Parties;
(c) This
Agreement is entered into in the State of California and shall be construed and
interpreted in accordance with its law;
(d) The
various provisions of this Agreement are severable and if any is unenforceable,
at law or in equity, that provision may be severed, leaving the others remaining
in full force and effect;
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(e) Headings
contained in this Agreement are for convenience only and shall not be considered
for any purpose in construing the Agreement;
(f) This
Agreement may only be modified by a written agreement identified as an
amendment/modification to this Agreement and signed by the Parties hereto;
and
(g) The
entirety of the STOCK OPTION AGREEMENT, EMPLOYMENT AGREEMENT, Warrant and
Indemnification Agreement, as may have been modified by this Agreement, are
incorporated herein by reference and shall survive the execution of this
Agreement.
(h) This
Agreement and the documents referenced herein contain the entire agreement
between the Parties to it with regard to the matters set forth in it and shall
be binding upon and inure to the benefit of the executors, administrators,
personal representatives, heirs, successors and assigns of each. This
Agreement fully supersedes any and all negotiations, and all prior written,
oral, or implied agreements or understandings between the Parties pertaining to
the subject matters hereof.
(i) This
Agreement may be executed in one or more counterparts (including by means of
telecopied or electronic signature pages), all of which shall be considered one
and the same agreement, and shall become effective when one or more such
counterparts have been signed by each of the parties hereto and delivered to the
other party hereto.
PLEASE
READ CAREFULLY. THIS SEPARATION AGREEMENT AND GENERAL RELEASE
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
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DATED:
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Xxxxxx
Xxxx
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DATED:
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By:
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Authorized
Signatory
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[Signatures
continued]
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Additional
Parties to Separation Agreement: Sections 5, 7, 9, 11, 12, 13 and 19(b), (c),
(d) (e), (f) and (h) only:
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DATED:
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Xxxx
X. Xxxxxxx
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Xxxx
X. Xxxxxxx
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DATED:
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Xxxxx
Xxxxxxx
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Xxxxx
Xxxxxxx
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DATED:
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Xxxxxxx
Xxx
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Xxxxxxx
Xxx
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DATED:
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Radisson
Trading Company
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By:
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Authorized
Signatory
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DATED:
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A
Plus International, Inc.
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By:
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Authorized
Signatory
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DATED:
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Catalysis
Partners, LLC
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by
Xxxxxxx Capital Management, LLC
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||||
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by:
Xxxx Xxxxxxx, Managing Member
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By:
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Authorized
Signatory
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DATED:
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Catalysis
Offshore, Ltd.
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by
Xxxxxxx Capital Management, LLC
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||||
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by:
Xxxx Xxxxxxx, Managing Member
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||||
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By:
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Authorized
Signatory
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DATED:
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Xxxxxxx
Capital Management, LLC
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by:
Xxxx Xxxxxxx, Managing Member
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By:
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Authorized
Signatory
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Page 10
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