Exhibit 99.1
EMPLOYMENT SEPARATION AGREEMENT
This Employment Separation Agreement (hereafter "Agreement") is entered
into by and between Xxx Xxxxxxxx ("Xxxxxxxx") and INNOVEX, INC. ("INNOVEX").
INNOVEX provided Xxxxxxxx with this Agreement on November 28, 2007.
R E C I T A L S:
WHEREAS, INNOVEX entered into an at-will Employment Agreement effective
September 1, 2004, with Xxxxxxxx; and
WHEREAS, Xxxxxxxx is currently employed by INNOVEX as the Vice President
and General Manager, Thailand; and
WHEREAS, INNOVEX and Xxxxxxxx desire to terminate the Employment Agreement
and end the employment relationship by mutual agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein, and for other good and valuable consideration, the receipt
and sufficiency of which are specifically acknowledged by INNOVEX and Xxxxxxxx,
the Parties (INNOVEX and Xxxxxxxx) knowingly and voluntarily agree as follows:
A G R E E M E N T S:
1. The Parties' Agreements.
(a) Separation of Employment. Xxxxxxxx and INNOVEX agree that
Xxxxxxxx'x last day of employment with INNOVEX is December 31, 2007
("Separation Date").
(b) Nondisparagement. Xxxxxxxx and INNOVEX agree not to intentionally
make or induce any other person to make disparaging statements of any kind,
oral or written, regarding the other, to any person or organization
whatsoever, including but not limited to representatives of local, state,
or federal agencies, members of the press or media, present and former
employees of INNOVEX, payers or patrons of services provided by INNOVEX, or
members of the public. The Parties agree that as to INNOVEX's obligations,
this provision shall apply only to the entity and its officers and
directors.
(c) Nonadmission. Xxxxxxxx and INNOVEX agree that this Agreement is
intended to bring about a resolution of all claims and potential claims
between them and that nothing in this Agreement is to be construed as an
admission by Xxxxxxxx or INNOVEX of any liability or unlawful conduct
whatsoever. INNOVEX specifically denies any liability or unlawful conduct
towards Xxxxxxxx.
2. Xxxxxxxx'x Agreements. In consideration of the terms of this Agreement,
the severance and benefits described below, and other good and valuable
consideration described herein, Xxxxxxxx agrees as follows:
(a) Receipt of All Compensation Due. Xxxxxxxx agrees that he is not
owed any payments or benefits related to his employment with INNOVEX, or
the termination thereof, except as provided for and agreed to in this
Agreement.
(b) Release of Claims. Xxxxxxxx agrees to release, agrees not to xxx,
and forever discharges INNOVEX, its present and former parent or holding
companies and affiliated entities, shareholders, officers, directors,
employees, representatives, consultants, insurers and agents, and the
successors and assigns of each, whether in their individual or official
capacities (collectively, "Releasees"), for and from any and all manner of
claims, demands, actions, causes of action, administrative claims,
liability, damages, claims for punitive or liquidated damages, claims for
attorney's fees, costs and disbursements, individual or class action
claims, or demands of any kind whatsoever, he has or might have against
them or any of them, whether known or unknown, in law or equity, contract
or tort, arising out of or in connection with his employment with INNOVEX,
or the termination of that employment, or otherwise, however originating or
existing, from the beginning of time through the date of his signing this
Agreement.
Xxxxxxxx releases and discharges Releasees not only from any and all
claims that he could bring on his own behalf, but also those that may or
could be brought by any other person or organization on his behalf, and
agrees not to voluntarily become a member of any class or to voluntarily
participate in any proceeding or case in which a claim or claims against
Releasees arise, in whole or in part, from any event that occurred before
or as of the date of signing this Agreement.
Without limiting the generality of the foregoing, this release
includes, but is not limited to, any claims Xxxxxxxx may have for wages,
bonuses, incentive compensation, commissions, penalties, deferred
compensation, vacation pay, sick pay, separation benefits or termination
pay under Section 3 of the Employment Agreement, defamation, invasion of
privacy, negligence, emotional distress, improper discharge (based on
contract, common law, or statute, including any federal, state or local
statute or ordinance prohibiting discrimination or retaliation in
employment), alleged violation of the United States Constitution, the
Minnesota Constitution, the Minnesota Human Rights Act, Title VII of the
Civil Rights Act, 42 U.S.C. ss. 2000 et seq., the Age Discrimination and
Employment Act, 29 U.S.C. ss. 621 et seq.,the Americans with Disabilities
Act, 42 U.S.C. ss.12101 et seq., the Employment Retirement Income Security
Act of 1976, 29 U.S.C. ss. 1001 et seq., and any claim for discrimination,
harassment or retaliation based on sex, race, color, creed, religion, age,
national origin, or any other protected status under state, federal or
local law.
Xxxxxxxx affirms that he has not caused or permitted, and to the full
extent permitted by law will not cause or permit to be filed, any charge,
complaint, or action of any nature or type against Releasees, including but
not limited to any action or proceeding raising claims arising in tort or
contract, or any claims arising under federal, state, or local laws, or
with any state or federal agencies. If he files, or has filed on his
behalf, an action of any nature, he agrees that the payments and benefits
described in this Agreement are in complete satisfaction of any and all
claims in connection with such action.
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(c) Notice of Rights Pursuant to the Federal Age Discrimination in
Employment Act and the Minnesota Human Rights Act. Xxxxxxxx acknowledges
and agrees that he has the right to consult with an attorney of his choice
prior to signing this Agreement. Xxxxxxxx also acknowledges and agrees he
has twenty-one (21) calendar days from receipt of this Agreement to
consider whether the terms are acceptable to him; and if he does not use
the entire twenty-one (21) calendar days to consider whether to sign this
Agreement, he is waiving any remaining days.
(d) Rescission. Xxxxxxxx acknowledges and agrees that he may rescind
this Agreement within seven (7) calendar days of his signing to bring
claims arising under the Federal Age Discrimination in Employment Act and
within fifteen (15) calendar days of his signing to bring claims under the
Minnesota Human Rights Act. He understands his rescission must (i) be in
writing; (ii) delivered by hand or mail to Xxxxxxx X. Xxxxxxx, Chairman and
CEO, INNOVEX INC., 0000 Xxxxxx Xxxxx, Xxxxx X000, Xxxxxxxx, XX 00000,
within the requisite seven (7) day or fifteen (15) day period; and (iii) if
delivered by mail, must be postmarked within the statutory period, properly
addressed to Xxxxxxx X. Xxxxxxx, and sent by certified mail, return receipt
requested. If he rescinds this Agreement, he will not receive the severance
and benefits set forth in paragraph 3 of this Agreement. This Agreement
will be effective following the fifteen (15) day rescission period,
provided that Xxxxxxxx does not rescind the Agreement within such period.
(e) Return of Property. Xxxxxxxx acknowledges and agrees that all
documents and materials relating to the business of or the services
provided by INNOVEX are the sole property of INNOVEX. By signing this
Agreement, Xxxxxxxx further agrees and represents that he has returned to
INNOVEX on his last day of employment all of its property, including but
not limited to, all computer equipment, keys and security access cards, all
records and other documents and materials, whether on computer disc, hard
drive or other form, and all copies thereof, within his possession or
control, which in any manner relate to the business of, or the duties and
services Xxxxxxxx performed on behalf of INNOVEX.
(f) Obligations Survive Termination of Employment. Xxxxxxxx agrees
that any and all of his obligations under Sections 5, 6, and 7 of the
Employment Agreement (regarding Confidential Information, Inventions and
Covenants Not to Compete (including Non-Solicitation of Business and
Employees) survive the termination of his employment, and the remedies to
enforce those provisions under the Employment Agreement remain in full
force and effect after his last day of employment.
3. INNOVEX Agreements. In consideration of the terms of this Agreement, the
Release of Claims and covenants described above and other good and valuable
consideration described herein, provided that Xxxxxxxx executes and does not
rescind this Agreement and complies with his continuing obligations under the
Employment Agreement that survive termination of employment, INNOVEX agrees as
follows:
(a) Severance. INNOVEX will pay to Xxxxxxxx the sum of fifty-one
thousand five hundred dollars ($51,500) equal to three months base salary
(not including any incentive pay or bonuses) and subject to applicable
state and federal tax withholding in a single lump sum payment which will
be paid, provided that Xxxxxxxx does not rescind this Agreement pursuant to
paragraph 2(d) of this Agreement, following the fifteen (15) day period
referred to in said paragraph 2(d).
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(b) Health and Dental. Xxxxxxxx will continue to receive health and
dental benefits through the end of the month following the Separation Date
and thereafter, shall have the right to continue group health, dental, and
life insurance coverage pursuant to applicable federal and state group
continuation laws, provided Xxxxxxxx makes appropriate, timely, written
elections, qualifies under the plans, and is not covered under any such
other plans. Information regarding these rights will be delivered to
Xxxxxxxx under separate correspondence.
(c) Vacation Accrual. Xxxxxxxx will receive his final paycheck,
payment of any and all accrued, unused vacation as of the Separation Date.
(d) Stock Options. If Xxxxxxxx holds vested but unexercised options in
Innovex stock, Xxxxxxxx is advised, that he has a limited period of time in
which to exercise those stock options. Xxxxxxxx should refer to the
Incentive Stock Option Agreement for directions as to his rights and
responsibilities with respect to the exercising of such stock options. Any
stock options which are not fully vested as of the date of the Separation
Date shall remain unvested.
4. Acknowledgments. The Parties acknowledge and agree that they have
carefully read and understand all provisions of this Agreement and have entered
into this Agreement knowingly and voluntarily.
5. No Other Representations. The Parties acknowledge and agree that they
have not relied on any representations or statements made by the other, whether
oral or written, other than the express statements of this Agreement, in
executing this Agreement. The Parties acknowledge and agree that they have not,
and their agent or attorney has not, made any promise, representation, or
warranty whatsoever, express or implied, not contained in this Agreement to
induce the other to execute this Agreement. This Agreement is the result of
negotiation and compromise among the Parties and shall not be interpreted
against INNOVEX for originally drafting this Agreement.
6. Counterparts. This Agreement may be executed in counterparts.
7. Assignment. Xxxxxxxx may not assign this Agreement. It is understood and
agreed that this Agreement shall be binding upon and inure to the benefit of the
respective Parties and their heirs, representatives, successors, assigns.
8. Taxes. Xxxxxxxx agrees to hold INNOVEX harmless and agrees to indemnify
INNOVEX for any taxes, interest, penalties or other costs or damages incurred by
INNOVEX, including attorneys' fees and court costs arising out of or in
connection with any dispute, claim or cause of action concerning state, federal
or local payroll taxes, however originating or existing, from the payments and
benefits provided to Xxxxxxxx in connection with his separation of employment.
9. Governing Law. It is understood and agreed that this Agreement shall be
governed by, construed, and enforced in accordance with and subject to the laws
of the State of Minnesota. It is also understood that if a court of competent
jurisdiction shall declare any of the terms and conditions of this Agreement to
be unenforceable, then the remaining provisions not declared by such tribunal to
be unenforceable shall remain in full force and effect.
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10. Full Agreement with Release of Claims. This Agreement contains the full
agreement of the Parties and supersedes and terminates any and all oral and
written prior agreements, negotiations, and understandings between the Parties
regarding separation from employment. Notwithstanding the foregoing, as
indicated previously, those obligations under the Employment Agreement which
survive separation from employment shall remain in full force and effect. This
Agreement may not be modified, altered, or changed in any way, except by written
agreement executed by the Parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as set forth
below.
Date: November 28, 2007 INNOVEX INC.
/s/ Xxxxxxx X. Xxxxxxx
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By: Xxxxxxx X. Xxxxxxx
Its: Chairman and CEO
I have read and understand and agree to the terms and conditions set forth, and
have signed this Agreement freely, voluntarily, and with full knowledge and
understanding of its meaning.
Date: December 6, 2007 /s/ E. Xxxxxx Xxxxxxxx
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E. Xxxxxx Xxxxxxxx
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