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RELEASE AGREEMENT
1. In consideration of and in exchange for the agreement of American Medical
Systems, Inc. (AMS) to pay me the equivalent of an additional 13 weeks pay plus
an additional 2 weeks pay per year of service ($550,386.48) and for other good
and valuable consideration, the receipt of which is hereby acknowledged, I, for
myself, my heirs, administrators, executors and assigns, agree to release and
forever discharge AMS, its subsidiaries, affiliated companies, predecessors
(including Pfizer Inc., its affiliates and its current and former employees,
officers and directors), successors and assigns, its current and former
employees, officers and directors (collectively referred to in this Release
Agreement as "AMS") from any and all claims that I may have as a result of any
injuries, losses, damages or any other costs whatsoever, whether known or
unknown, or that I may at any time after the execution of this Release Agreement
by reason of any facts or circumstances from the beginning of time to the date
of this Release Agreement.
This Release Agreement includes, without limitation, any claims
relating to facts or circumstances arising out of or in any way connected with
or relating to my employment or its termination, including but not limited to,
breach of contract, impairment of economic opportunity, intentional infliction
of emotional harm or other tort, or violation of the Civil Rights Act of 1866,
as amended, the Civil Rights Act of 1964, as amended, the Civil Rights Act of
1991, the Age Discrimination in Employment Act of 1967, as amended, the
Americans With Disabilities Act of 1990, or any other federal, state or
municipal statute, ordinance or the common law relating to employment or
employment discrimination, or claims growing out of any legal restrictions on
the rights of AMS to discharge its employees, that I now have or claim to have,
or which I heretofore had, or which I may have or claim to have at any time
hereafter, and I expressly waive any and all remedies that may be available
thereunder. This Release Agreement does not extend to any rights to which I may
be entitled under any employee benefit plans by reason of my employment by AMS.
I understand that the payments to he made to me pursuant to this
Release Agreement shall not commence until after my revocation rights described
in Section 12 of this Release Agreement have expired. I further understand that
the total amount to be paid to me pursuant to this Release Agreement, plus such
additional severance benefits to which I am entitled without regard to this
Release Agreement, shall be paid in semi-monthly installments (less any
applicable income, employment or similar withholding taxes) at the rate $18,431
.07 per installment for a period of 42 installments beginning 1/15/99. I also
understand that payment for accrued vacation ($69,504.97) and my prorated bonus
($96,450.71) less any applicable income, employment or similar withholding
taxes, will be paid in 1999. None of the payments to be paid to me hereunder
shall he included in determining the benefits that I am entitled to receive
under any employee benefit plan maintained by AMS.
2. Although I retain the right to file a charge with the Equal Employment
Opportunity Commission, I hereby waive any and all rights to the receipt of
damages resulting from the disposition of any such charge.
3. I agree and acknowledge that this Release Agreement may he introduced as
evidence by AMS in the event I were to commence any legal, administrative,
judicial or arbitration proceeding against AMS.
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4. I agree, except as it is necessary for the filing of my income tax
returns, not to disclose the fact of or amount of this Release Agreement to any
person, representative, corporation or employee of any person or corporation
whatsoever other than my attorney; provided, however, that I may disclose this
Release Agreement to my immediate family, and to legal counsel or tax
accountants solely for the purpose of obtaining professional advice relating
thereto. I agree that should I act in violation of this paragraph, I will remit
to AMS any and all monies paid to me under this Release Agreement.
5. I further agree not to publish, publicize or disseminate in any way, any
information obtained by me or my representatives or agents that relates or
related to my employment or its termination or to any claim or action that was
raised or could have been raised in any administrative, judicial or other legal
or arbitration proceeding brought by me, or that could have been brought by me
against AMS as of the date of this Release Agreement.
6. The parties agree that they will not make any deprecating or defamatory
statements about each other, their employment relationship or the termination of
that employment relationship which are injurious to the other party.
7. I agree not to divulge or use any trade secrets, confidential
information, or other proprietary information of AMS that I obtained or had
access to during the course of my employment with AMS.
8. I agree to return any and all of AMS's property.
9. It is understood and agreed that this Release Agreement is not to be
construed as an admission of liability by AMS.
10. My signature below indicates that I had at least 21 days to consider
this Release Agreement and that I have been advised to consult with an attorney
prior to executing this Agreement.
11. This Release Agreement does not describe the terms of the Separation
Program. The terms are described separately in the Separation Program for AMS.
12. I understand that for a period of at least seven days following the
execution of this Release Agreement, I may revoke this Release Agreement and
this Release Agreement shall not become effective until the revocation period
has expired.
13. Lastly, my signature below indicates that I have carefully read and
reviewed this Release Agreement, and I fully understand all of its terms and
conditions; have not relied upon any other representations by AMS or its
employees or agents concerning the terms of this Release Agreement; and execute
and deliver this Release Agreement freely and voluntarily.
UNDERSTOOD, ACCEPTED AND AGREED
December 3, 1998
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Date
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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