EXHIBIT 10.15
SEPARATION AGREEMENT
AGREEMENT made as of the 31st day of December, 1996, by and between AVECOR
Cardiovascular Inc. (the "Company") and Xxxxx X. Xxxxxx ("Executive").
In consideration of the mutual covenants made herein and intending to be legally
bound hereby, the Company and Executive agree as follows:
1. Executive hereby resigns, effective immediately, as an officer, director
and employee of the Company and of AVECOR Cardiovascular Ltd., a subsidiary
of the Company.
2. Executive's base compensation and benefits shall be paid through December
31, 1996, in accordance with the terms of a letter agreement between the
parties dated December 27, 1995. Executive shall remain entitled to an
Executive Bonus for 1996 payable in accordance with the terms of said
letter agreement and the Company's Executive Bonus Plan.
3. From and after January 1, 1997, the Company shall pay to or for the benefit
of Executive the following:
a. An amount equal to Executive's annual base compensation, less any
deductions required by law, shall be paid through December 31, 1997,
payable from time to time in the manner in which Executive's base
compensation is currently paid. Payment of the foregoing amount shall
not constitute Executive an employee of the Company, and Executive
shall be under no obligation to provide any services to the Company.
b. The Company will continue to maintain for Executive's benefit medical
and dental insurance with the coverage currently in effect under the
Company's Medical and Dental Insurance Plans.
c. Executive's options to acquire 150,000 shares of the Company's common
stock will vest as to 37,500 of such shares and be exercisable as to
such shares in accordance with the terms of the applicable option
agreement, and the option will lapse and terminate as to the remaining
112,500 shares. In the case of Executive's incentive stock option,
the option will vest as to 8,333 shares and be exercisable through
March 31, 1997. In the case of Executive's non-statutory option, the
option will vest as to 29,167 shares and be exercisable through
January 31, 1997.
d. The Company will continue to indemnify Executive as authorized or
permitted by law in accordance with its Bylaws and the indemnification
provisions of the Minnesota Business Corporation Act for liabilities
incurred by or claims made against Executive by reason of his service
as an officer or director of the Company.
4. Except as provided in this Agreement, Executive acknowledges that he will
have no entitlement to any further compensation or benefits from the
Company.
5. Agreements between the Company and Executive regarding Non-Disclosure of
Confidential Information, Non-Competition and Ownership of Intellectual
Property will remain in effect according to their respective terms, and
pursuant to its terms, the Non-Competition Agreement will expire December
31, 1997.
6. This Agreement may be modified or amended only by a writing signed by each
of the parties hereto. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. This Agreement is not
assignable by either party without the prior written consent of the other
party.
7. This Agreement may be executed in two or more counterparts, each of which
shall for all purposes be deemed to be an original, and all of which shall
constitute the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
AVECOR CARDIOVASCULAR INC.
By: /s/ XXXXXXX XXXXXXXX
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Chief Executive Officer
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive
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