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October 21, 1998
Xxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xxxxx:
This letter is to confirm the agreement between you and Conceptus, Inc.
("Company") regarding your separation from employment with the Company.
1. Your employment with the Company will terminate on October 31,1998.
Although you are not otherwise entitled to receive any further payments
from the Company, after you sign this letter the Company will pay you in
twelve equal installments over a six month period, eighty-eight thousand
one hundred and thirty dollars ($88,130), less all applicable withholdings,
which is equal to six (6) months of your current base salary. The Company
will pay directly to Guardian your monthly medical insurance premiums for a
period of six months after October 31, 1998, for the level of your medical
insurance coverage in effect on October 31, 1998. Thus you will have
company paid COBRA coverage through April 30, 1999.
2. You may take off as much time as is necessary to search for new employment.
On your termination date you will be paid for all of your accrued but
unused vacation time.
3. In the event that you have not found regular full time employment by May 1,
1999, an additional three months salary will be paid as severance as well
as three additional months of company paid COBRA benefits.
4. You will also receive out placement assistance in the amount of two
thousand five hundred dollars ($2,500).
5. You will remain on the Board for the foreseeable future with Board
compensation per plan.
6. You will retain use of your office and your voice mail until your job
search is complete.
7. In consideration for receiving the severance payments described above, you
waive and release and promise never to assert any claims or causes of
action, whether or not now known, against Company or its predecessors,
successors, subsidiaries, officers, directors, agents, employees and
assign, with respect to any matter arising out of or connected with your
employment with the Company or the termination of that employment,
including without limitation, claims of wrongful discharge, emotional
distress, defamation, breach of contract, breach of the covenant of good
faith and fair dealing, any claims of discrimination based on sex, age,
race, national origin, or on any other basis, under Title VII of the Civil
Rights Act of 1964, as amended, the California Fair Employment and Housing
Act, the Age Discrimination in Employment Act of 1967, and all other laws
and regulations relating to employment.
0000 Xxxxxx Xxxxxx, Xxx Xxxxxx, XX 00000 Phone: 415/000-0000 Fax: 415/000-0000
Xxxxxxx Xxxxx Separation Agreement
October 21, 1998
Page 2
8. You expressly waive and release any and all rights and benefits under
Section 1542 of the Civil Code of the State of California (or any analogous
law of any other state), which reads as follows: "A general release does
not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which, if known by him,
must have materially affected his settlement with the debtor."
9. At all times in the future, you will remain bound by Confidentiality and
Nondisclosure Agreement signed by you on December 19, 1994, a copy of which
is attached.
10. As previously announced, your stock options numbered 531 and 533 totalling
40,000 shares, were repriced to $1.25 per share. You also have one option
still in the money, option number 68 for 50,000 shares. All of these
options will remain available for purchase until sixty days after the later
of: (1) termination of severance, or (2) termination of board service.
11. You will receive an extension on the stock purchase loan made to you on
March 1, 1995 until the later of: (1) termination of severance, or (2)
termination of board service.
12. You agree that you will not disclose to others the fact or terms of this
letter, except that you may disclose such information to your attorney or
accountant in order for such individuals to render services to you.
13. You agree that this letter renders null and void any and all prior
agreements between you and the Company.
Please indicate your agreement with the above terms by signing below.
Sincerely,
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
President and CEO
My agreement with the above terms is signified by my signature below.
Furthermore, I acknowledge that I have read and understand the foregoing letter
and that I sign this release of claims voluntarily, with full appreciation that
I am forever foreclosed from pursuing any of the rights I have waived.
Signed: /s/ Xxxxxxx Xxxxx Dated: 10/23/98
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