Exhibit 10.26
SEPARATION AGREEMENT
WHEREAS, XXXXXX X. XXXXXX III and DIANON SYSTEMS, INC. ("Company") wish
to end the employment relationship between them and wish to resolve any and all
claims, disputes or causes of action that do or may exist between them;
NOW THEREFORE, in consideration of the mutual covenants and other
valuable considerations contained herein, the Company and XXXXXX X. XXXXXX III
agree as follows:
1. XXXXXX X. XXXXXX III resigns his full-time employment and his
officer position with the Company effective as of December 6, 1996.
2. The Company shall pay XXXXXX X. XXXXXX III separation pay, at his
last rate of base salary subject to applicable deductions, for the period four
months after his termination and for so much of the following two months as
XXXXXX X. XXXXXX III has not obtained other employment (the "Separation
Period"). This separation pay shall be paid in equal installments on regular
payroll dates of the Company throughout the Separation Period.
3. Throughout the Separation Period, the Company shall contribute to
medical coverage for XXXXXX X. XXXXXX III and his dependents at the same rate it
contributes for active employees, provided XXXXXX X. XXXXXX III and his family
are eligible and elect continuation coverage.
4. The Company shall pay XXXXXX X. XXXXXX III the bonus he would have
received under the Company's 1996 Management Incentive Program had his
employment continued through the date on which payments under said program are
made. The Company commits that not less than 70% shall be used for XXXXXX X.
XXXXXX'x individual goals achievement in the calculation of said bonus under the
program's formula. This payment will be made at the same time payments to other
Management Incentive Program participants are made.
5. The Company shall make a contribution to XXXXXX X. XXXXXX III's
401(k) plan account for the year 1996.
6. The Company shall respond to inquiries about XXXXXX X. XXXXXX III by
prospective employers by disclosing only his salary, date of employment and
title.
7. XXXXXX X. XXXXXX III acknowledges his continuing obligation not to
use or divulge confidential Company documents and information to which he has
had access in the course of his employment with the Company. XXXXXX X. XXXXXX
III agrees that he shall return to the Company and retain no copies of, any
Company information, documents and/or equipment in his possession at the time
his employment with the Company terminates.
8. XXXXXX X. XXXXXX III, agrees to make himself reasonably available to
consult with the Company on Information Systems matters up to six days per month
during the Separation Period. The Company agrees to reimburse XXXXXX X. XXXXXX
III for any reasonable travel expenses he incurs in order to fulfill this
obligation.
9. XXXXXX X. XXXXXX III, on behalf of himself, his executors,
administrators and assigns, hereby releases the Company, its affiliates, and
their respective directors, officers, agents, employees, benefit plans,
fiduciaries and administrators of such benefit plans and their successors and
assigns (hereinafter "Released Company Parties") from any and all claims or
causes of action of any kind arising on or before the date he signs this
Agreement, other than vested rights under benefit plans, which XXXXXX X. XXXXXX
III has, had or may have against any of them, whether or not now known arising
from XXXXXX X. XXXXXX III's recruitment for employment with the Company, his
employment or officer position with the Company, or the termination of his
employment and officer position with the Company, including without limitation
any claims under the Age Discrimination in Employment Act.
10. XXXXXX X. XXXXXX III on behalf of himself, his heirs, executors,
administrators and assigns, further agrees never directly or indirectly to
commence or prosecute, or to permit or advise to be commenced or prosecuted, any
action, proceeding, or charge against any Released Company Party, in any state
or federal court, administrative agency or arbitral forum with respect to any
matter whether or not now known, for any claim based upon any act, transaction,
practice, conduct, or omission that occurred prior to the date he signs this
Agreement, including but not limited to, rights under the Age Discrimination in
Employment Act or any other federal, state, or local laws prohibiting age, race,
sex, national origin, religion, or other forms of discrimination, claims for
breach of contract or promissory estoppel or tort, and claims growing out of any
legal restrictions on the Company's right to terminate its employees or officers
which he now has, or claims to have, or which at any time heretofore had, or
which at any time hereafter may have.
11. The parties recognize and agree that this Agreement does not and
shall not constitute an admission of liability or wrongdoing by any Released
Company Party.
12. The parties agree that, except as necessary to comply and to obtain
compliance with this Agreement, or to comply with any federal, state, or local
law, they will not disclose the terms of this Agreement.
13. In the event XXXXXX X. XXXXXX III files a claim, lawsuit or
complaint against any Released Company Party in any court or governmental agency
with respect to the claims he has released under this Agreement, XXXXXX X.
XXXXXX III shall be liable for all costs and expenses including legal fees,
incurred by any Released Company Party in defense of that action.
14. XXXXXX X. XXXXXX III represents that he has carefully read and
completely understands this Agreement and that he has entered into this
Agreement voluntarily after having had an opportunity to consult with his legal
advisors.
15. XXXXXX X. XXXXXX III acknowledges that the commitments, waivers and
releases he gives in this Agreement are in exchange for valuable consideration
to which he is not otherwise entitled, and which constitutes a full accord and
satisfaction of any claims he may have against any Released Company Party.
16. XXXXXX X. XXXXXX acknowledges that he has been given a reasonable
time to review the waivers and releases contained in this Agreement prior to
signing it.
17. This Agreement constitutes the entire Agreement of the parties on
the subject matter hereof and supersedes any and all prior agreements,
understandings or commitments, oral or written.
18. This Agreement shall be governed by applicable Federal law and the
laws of the State of Connecticut.
XXXXXX X. XXXXXX III
12/24/96 /s/Xxxxxx X. Xxxxxx III
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Dated Signature
DIANON SYSTEMS, INC.
12/23/96 /s/Xxxxx X. Xxxxxxx
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Dated By: Xxxxx X. Xxxxxxx, President
