EXHIBIT 10.1
DATE
TO: Xxxxx Xxxxxx, CEO
CC: Audit Committee of the Board
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RE: RESIGNATION AS CHIEF FINANCIAL OFFICER
Gentlemen:
This letter confirms our agreement regarding my change of status with
IRIS and my continuing services to the Company after this date.
1. In accordance with my earlier conversations with Xxxxx Xxxxxx, I have
agreed to resign as Vice President, Chief Financial Officer and
Corporate Secretary of IRIS International, Inc., and each of its
subsidiaries (hereafter "the Company" or "Employer"), effective
immediately following the Company's filings of its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2006, which filing is
anticipated to occur no later than May 10, 2006. I shall continue as a
part-time employee to the Company until March 31, 2007 or such other
date as we may mutually agree. I shall be compensated at the rate of
$200 per hour up to $1,200 per day to assist the Company in any way the
Company may reasonably request. The Company's requests for such
services shall be reasonable and flexible with respect to my
availability; provided that in no event shall I be required to work
more than 40 hours in any thirty day period.
2. The Company shall announce my resignation in terms that are not
negative to my reputation and that recognize my past contributions to
the Company. Any press release(s) related to my departure shall be
worked out to the mutual satisfaction of both parties. No press release
shall be published or disseminated to the public without my prior
approval.
3. In accordance with my employment agreement, and in addition to the
amounts set forth in Paragraph 1 above, the Company shall pay me my
current salary for a period of twelve (12) months after my resignation,
commencing with the month following the effective date of my
resignation (hereafter "the Severance Period").
4. The Company shall also pay me all vested vacation pay, computed through
the date of this letter.
5. During the Severance Period, the Company shall maintain and continue to
provide me the same healthcare benefit coverage that was in place for
me and my family immediately prior to the date of this letter. I shall
retain my Laptop PC and my cell phone.
6. I shall have the normal 90 day period to exercise any vested
outstanding stock options as of the date I cease being a part-time
employee.
7. This letter and the terms and conditions set forth in Exhibit A
attached hereto shall constitute the entire agreement between the
parties and supersede all prior oral and written negotiations and
agreements.
8. I have been allowed a period of at least 21 days to consider the terms
of this letter, including the terms attached as Exhibit A, and I have
decided to execute this letter in fewer than 21 days with the express
understanding that I have been given and declined the opportunity to
consider this letter for a full 21 days. I also understand that I may
revoke the release contained in Exhibit A with respect to claims under
the federal Age Discrimination in Employment Act and the Older Worker's
Benefit Protection Act (collectively, the "ADEA"), at any time during
the 7 days following the date of execution of this letter, and the
release of claims under the ADEA only shall not become effective or
enforceable until such revocation period has expired.
If you have any questions or comments regarding the terms or conditions
contained in this letter or attached Exhibit, please contact me. If this letter
confirms our understanding,
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please indicate the Company's agreement by executing this letter in the space
provided and returning an original of the executed copy to me.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
ON BEHALF OF IRIS INTERNATIONAL, INC., THE UNDERSIGNED HEREBY COMMITS AND BINDS
THE COMPANY TO THE FOREGOING TERMS AND CONDITIONS.
DATE: May 11, 2006 IRIS INTERNATIONAL, INC.
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By: /s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
President and Chief Executive Officer
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EXHIBIT A
TERMS AND CONDITIONS
1. Employee will comply with the following:
a. On or before DATE OF RESIGNATION, Employee will return all
Employer keys, files, records, documents, plans, drawings,
specifications and equipment concerning the business of
Employer, its parent or subsidiary companies, or any related
entity, whether prepared by Employee or otherwise coming into
Employee's possession or control.
b. Employee will not engage in or assist in any litigation
against Employer, or any of its subsidiaries or affiliates
(including but not limited to IRIS Diagnostics, Advanced
Digital Imaging Research, and StatSpin), relating to anything
occurring prior to Employee's resignation, unless litigation
results from Employee's employment by the Company, or unless
compelled to do so by subpoena or other legal process.
2. Other than service as a part-time employee as described in Section 1
above, Employee will not seek reinstatement or re-employment by
Employer.
3. a. In exchange for receipt of the consideration provided for
above, Employee, on his own behalf, and for Employee's heirs,
executors, administrators, successors, and assigns, does hereby fully
and forever release and discharge Employer and its affiliated
shareholders and subsidiary corporations and related entities, and
their shareholders, employees and former employees, agents, directors,
officers, attorneys, predecessors, successors, assigns, heirs,
executors, administrators, and all other persons, firms, corporations,
associations, partnerships, or entities having any legal relationship
to any of them, of and from any and all claims, demands, causes of
action, charges and grievances, of whatever kind or nature, whether
known or unknown, suspected or unsuspected, which Employee now owns or
holds or has at any time before the date of his termination owned or
held against any of them, including, but not limited to, any and all
claims, charges, demands and causes of action: (1) which are alleged
in, set forth in, arise out of, or are in any way connected with any
transactions, occurrences, acts or omissions or claims; (2) which arise
out of or are in any way connected with Employee's employment with
Employer or the termination of Employee's employment with Employer on a
full-time basis; (3) which are related to or concern (i) violations of
any local, state or federal law based on race, sex, age, disability,
pregnancy or any other category protected by law, including, but not
limited to, the federal Age Discrimination in Employment Act and the
Older Worker's Benefit Protection Act; (ii) wrongful termination,
breach of express and implied-in-fact contract, breach of the covenant
of good faith and fair dealing,
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intentional and negligent infliction of emotional distress, defamation,
invasion of privacy, breach of employment contract, fraud or negligent
misrepresentation, intentional interference with contractual relations
and prospective economic advantage, and other torts; (4) any claim for
wages, benefits, salary, commissions or bonuses; or (5) which arise out
of or are in any way connected with any loss, damage or injury
whatsoever resulting from any act committed or omission made prior to
the Employee's last day of work as a full-time employee of the Company.
b. In exchange for receipt of the consideration provided for
above, Employer, on its own behalf, and for its administrators,
successors, and assigns, does hereby fully and forever release and
discharge Employee and his agents, attorneys, predecessors, successors,
assigns, heirs, executors, administrators, and all other persons,
firms, corporations, associations, partnerships, or entities having any
legal relationship to any of them, of and from any and all claims,
demands, causes of action, charges and grievances, of whatever kind or
nature, whether known or unknown, suspected or unsuspected, which
Employer now owns or holds or has at any time before the date of his
termination owned or held against any of them, including, but not
limited to, any and all claims, charges, demands and causes of action:
(1) which are alleged in, set forth in, arise out of, or are in any way
connected with any transactions, occurrences, acts or omissions or
claims; (2) which arise out of or are in any way connected with
Employee's employment with Employer or the termination of Employee's
employment with Employer on a full-time basis; (3) which are related to
or concern (i) violations of any local, state or federal law based on
race, sex, age, disability, pregnancy or any other category protected
by law, including, but not limited to, the federal Age Discrimination
in Employment Act and the Older Worker's Benefit Protection Act; (ii)
wrongful termination, breach of express and implied-in-fact contract,
breach of the covenant of good faith and fair dealing, intentional and
negligent infliction of emotional distress, defamation, invasion of
privacy, breach of employment contract, fraud or negligent
misrepresentation, intentional interference with contractual relations
and prospective economic advantage, and other torts; (4) any claim for
wages, benefits, salary, commissions or bonuses; or (5) which arise out
of or are in any way connected with any loss, damage or injury
whatsoever resulting from any act committed or omission made prior to
the Employee's last day of work as a full-time employee of the Company.
4. Employee acknowledges that, by virtue of Employee's employment at IRIS
International, Inc., Employee has been exposed to confidential and
proprietary information ("Confidential Information"). Unless compelled
to do so by subpoena or other legal process, Employee will not at ANY
time after conclusion of employment, in any fashion, form, or manner,
either directly or indirectly, divulge, disclose, or communicate to any
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person, firm, or corporation (other than Employee's legal counsel) in
any manner whatsoever any information of any kind, nature, or
description concerning any "Confidential Information" relating to the
business of Employer, including, without limitation, the names of any
of its customers, customer lists, the prices it obtains or has
obtained, or at which it sells or has sold its products, the names of
its suppliers, methods of obtaining new business, or any other
"Confidential Information" concerning the business of Employer, its
manner of operation or its plans, processes, or other data of any kind,
nature, or description. The parties hereby stipulate that, as between
them, the foregoing matters are important, material, and confidential,
and gravely affect the effective and successful conduct of the business
of Employer, and its good will, and that any breach of the terms of
this section is a material breach of this agreement.
5. Employee agrees that Employee will not, for Employee's own account or
jointly with another, directly or indirectly, for or on behalf of any
individual, partnership, corporation, or other legal entity, as
principal, agent or otherwise, solicit or induce any person employed by
Employer or any of its subsidiaries or affiliates to leave such
employment, whether or not such employment is pursuant to a written
contract and whether or not such employment is at-will, or hire any
person who has been employed by the Company or any of its subsidiaries
or affiliates.
6. The terms of this Agreement are made for the benefit of each person or
entity named above. It is the intention of the parties hereto in
executing this Agreement that, except for those obligations, promises
and covenants expressly set forth herein, it shall be effective as a
bar against each and every claim, demand, cause of action, charge or
grievance (whether known or unknown, suspected or unsuspected, alleged
or unalleged, actual or potential) that either of them may have as of
the date hereof. In furtherance of this intention, each of them
expressly waives any and all rights and benefits conferred upon him or
it by the provisions of Section 1542 of the California Civil Code,
which states:
"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."
The parties hereto have had the opportunity to speak with counsel of
his or its choice regarding the effect of this waiver.
7. This Agreement shall be given full force and effect according to each
and all of its express terms and provisions, including those terms and
provisions relating to unknown and
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unsuspected claims, demands and causes of action, if any, as well as
those relating to claims, demands and causes of action earlier
specified in this Agreement.
8. This Agreement does not constitute and shall not be construed as an
admission by either of the parties hereto, or any of the entities or
individuals referred to above, of the truth of any contested matter or
of any liability, any wrongful act, or any omission.
9. The parties' discussions pertaining to this Agreement are confidential,
and NEITHER PARTY SHALL DISCLOSE THE SUBSTANCES OF THOSE DISCUSSIONS TO
ANYONE, except that such discussions may be disclosed to their
attorneys and accountants and to governmental taxing authorities, to
Employee's spouse, or as may be required to enforce the rights
contained in this Agreement in an appropriate legal proceeding. Any
third party referenced above must, however, agree equally to be bound
by this confidentiality clause. Employee acknowledges that this
Agreement will be publicly disclosed as a material contract of the
Company, and filed with the Securities and Exchange Commission as an
exhibit to the Company's period filings.
10. The parties represent and agree that this Agreement is freely and
voluntarily executed. No promise, inducement, or agreement not
expressed in this Agreement has been made to Employee or Company.
11. If any term or provision of this Agreement is held to be invalid or
unenforceable, the remaining terms or provisions of this Agreement
shall continue to be valid and will be performed, construed and
enforced to the fullest extent permitted by law. The invalid or
unenforceable term or provision shall be deemed amended and limited in
accordance with the intent of the parties, as determined from the face
of the Agreement, to the extent necessary to permit the maximum
enforceability or validation of the term or provision. The terms of
this Agreement are to be construed pursuant to California law.
12. In the event of any dispute arising under this Agreement, or as a
result of Employee's employment, or any term, condition or the
termination thereof, the parties agree to submit to binding arbitration
before a mutually agreeable arbitrator with Judicial Arbitration
Mediation Services, in Los Angeles, California.
13. The date indicated and Employee's signature above acknowledge
Employee's and Employer's review, understanding and full, knowing and
voluntary acceptance of the terms and conditions set forth in this
Agreement.
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