GENERAL RELEASE AGREEMENT
Exhibit
10.50
This
General Release Agreement (the “Agreement”) is made and entered into by and
between CYTORI THERAPEUTICS, INC. (Company) and Xxxx Xxxxxx.
WHEREAS,
Xxxx Xxxxxx has been employed by CYTORI THERAPEUTICS, INC. as its Vice President
of Research – Regenerative Cell Technology since December 9, 2005;
WHEREAS,
for sound business reasons and in the best interests of the Company, the Company
has decided to end Xxxx Xxxxxx’x employment with the Company effective August 2,
2007;
WHEREAS,
Xxxx Xxxxxx and the Company do not anticipate that there will be any disputes
between them or legal claims arising out of Xxxx Xxxxxx'x separation from the
Company, the parties nevertheless desire to ensure a completely amicable parting
and to settle fully and finally any and all differences or claims that might
otherwise arise out of Xxxx Xxxxxx'x employment with the Company relative to
the
termination of his employment;
NOW,
THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:
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1.
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Separation
from Employment Relationship. The
employment relationship terminated and ceased as of August 2, 2007
(Separation Date).
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2.
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Consideration. In
consideration of Xxxx Xxxxxx agreeing to enter into this General
Release
Agreement, CYTORI agrees to pay Xxxx Xxxxxx a lump sum of sixty-six
thousand, six hundred and sixty seven dollars (total =$ 66,667) less
standard tax and withholding amounts. It is understood that
there will be no continuation of any benefits, except in accordance
with
applicable law, or additional vesting of stock options beyond the
Separation Date and/or otherwise provided in connection with the
1997
Stock Option and Stock Purchase Plan and/or 2004 Equity Incentive
Plan
unless expressly provided herein. Xxxx Xxxxxx’x right to exercise stock
options vested as of the Separation Date shall extend through and
terminate on December 31, 2007. Xxxx Xxxxxx shall also be entitled
to
outplacement services under DBM’s outplacement “DBM Select”
program.
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3.
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Confidentiality. The
parties understand and agree that this Agreement, and the matters
discussed in negotiating its terms, is entirely
confidential. It is therefore expressly understood and agreed
that Xxxx Xxxxxx will not reveal, discuss, publish or in any way
communicate any of the terms, amount or fact of this Agreement to
any
person, organization or other entity, except as may be required by
law and
except to Employee’s immediate family members and professional
representatives, who shall be informed of and bound by this
confidentiality clause. It is also agreed and understood that Company
may
make any disclosure of the terms of the Agreement as may be required
by
law.
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4.
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Release of Claims. Xxxx Xxxxxx, for himself and his heirs, successors and assigns, does hereby agree to waive, release, acquit and forever discharge Company, and Company’s parents, subsidiaries, affiliates, and related entities or companies, and all past and present officers, directors, shareholders, employees, agents, partners, attorneys, heirs, successors, and assigns, (hereinafter “Released Parties”) from any and all claims, actions, complaints and causes of action for monetary damages (hereinafter collectively referred to as “claims”), of whatever nature, whether known or unknown, which exist or may exist on Xxxx Xxxxxx’x behalf against Released Parties as of the date of this Agreement, including but not limited to any and all tort claims, contract claims, wage claims, commission claims, bonus claims, overtime claims, wrongful termination claims, public policy claims, retaliation claims, statutory claims, personal injury claims, emotional distress claims, privacy claims, defamation claims, fraud claims, and any and all claims arising under any federal, state or other governmental statute, law, regulation or ordinance relating to employment, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the California Labor Code, and the California Fair Employment and Housing Act covering discrimination in employment, including race, color, religious creed, national origin, ancestry, physical or mental disability, medical condition, marital status, military status, family care leave, pregnancy, sex, sexual orientation, age, and harassment or retaliation. Limitation of Release-Notwithstanding the foregoing, none of the terms of this Agreement shall be construed so as to release those rights which as a matter of law or public policy cannot be waived, including but not limited to unwaivable rights or claims the Employee may have under the California Labor Code, California Fair Employment and Housing Act, or with the U.S. Equal Employment Opportunity Commission, provided that Employee agrees not to seek any monetary damages or other relief in any such proceeding. |
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5.
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Waiver
of Rights Under Section 1542. It is further
understood and agreed that Xxxx Xxxxxx hereby expressly waives and
relinquishes any and all claims, rights or benefits that he may have
under
California Civil Code section 1542, which provides as
follows:
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“A
general release does not extend to claims which the creditor does
not know
or suspect to exist in him favor at the time of executing the release
which if known by he must have materially affected him settlement
with the
debtor.”
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| In connection with such waiver and relinquishment, Xxxx Xxxxxx acknowledges that he may hereafter discover claims or facts in addition to or different from those which he now knows or believes to exist with respect to the matters released herein, and he expressly agrees to fully, finally and forever settle and release any and all claims, known or unknown, suspected or unsuspected, which exist or may exist on him behalf against the Released Parties at the time of execution of this Agreement, including, but not limited to, any and all claims relating to or arising from him employment with Company or the termination of that employment. |
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6.
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Continuing
Obligations Regarding Confidential or Proprietary
Information. Xxxx Xxxxxx agrees to abide by all the surviving
provisions of the Employment, Confidentiality and Assignment of Inventions
Agreement which he executed on December 19, 2005, including but not
limited to, promises to protect all confidential and proprietary
information of Company.
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7.
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Release of Age Discrimination Claims. In addition to the Release in Section 4 above, Xxxx Xxxxxx agrees to the release of all known and unknown claims, including expressly the waiver of any rights or claims arising out of the Federal Age Discrimination in Employment Act (“ADEA”) 29 U.S.C. § 621, et seq., and in connection with such waiver: | |
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a.
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Xxxx Xxxxxx is hereby advised to consult with an attorney prior to signing this Agreement. | |
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b.
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Xxxx Xxxxxx shall have a period of forty-five (45) days from the date of receipt of this Agreement in which to consider the terms of the Agreement. Xxxx Xxxxxx may at his option execute this Agreement at any time during the 45-day period. | |
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c.
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Xxxx Xxxxxx may revoke this Agreement at any time during the first seven (7) days following his execution of this Agreement, and this Agreement shall not be effective or enforceable until the seven-day period has expired. | |
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8.
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Employer
Property And Trade Secrets. Xxxx Xxxxxx will
return to Company any and all of its property and documents which
he may
have in his possession. Including but not limited to the
following:
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·
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Any
proprietary devices and equipment, cameras, video equipment
etc.
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·
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Any
Company information, including electronic files, hard copies
etc.
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Xxxx
Xxxxxx further agrees never to disclose to any person or entity any confidential
or proprietary information of or about Company, except upon the express
authorization and consent of Company.
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9.
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Non-Disparagement. Xxxx
Xxxxxx agrees that he will not at any time defame, disparage or impugn
the
reputation of Company or any employees of Company in any future
communications with any third-party or entity. “Disparage,” as
used in this Agreement, means to make any statement, written or oral,
that
casts the Company in a negative light of any kind, or implies or
attributes any negative quality to the
Company.
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10.
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COBRA. Xxxx
Xxxxxx hereby acknowledges that Company has advised him that pursuant
to
the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA)
he has
a right to elect continued coverage under Company’s group health plan, at
his own expense, for a period of eighteen months from the date of
his
termination.
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11.
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Ownership
of Claims. Xxxx Xxxxxx represents
and warrants that he is the sole and lawful owner of all rights,
title and
interest in and to all released matters, claims and demands as herein
contained and that there has been no assignment or other transfer
of any
interest of any claim or demand which he may have against
Company.
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12.
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Successors
and Assigns. It is further
expressly understood and agreed by Xxxx Xxxxxx that this Agreement
and all
of its terms shall be binding upon each party’s respective
representatives, heirs, executors, administrators, successors and
assigns.
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13.
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No
Admission Of Wrongdoing. This Agreement shall not in any way
be construed as an admission by the released parties of any acts
of
wrongdoing whatsoever against Xxxx Xxxxxx or any other
person.
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14.
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Entire
Agreement. This General Release Agreement sets forth the
entire agreement between the parties hereto, and fully supersedes
any and
all prior agreements or understandings between the parties hereto
pertaining to the subject matter
hereof.
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15.
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Venue.
Any proceeding brought to enforce this agreement shall be brought
in San
Diego Co., CA.
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16.
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Construction. If any provision herein shall be deemed void, invalid, unenforceable, or otherwise stricken, in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provision or provisions and to alter the bounds thereof in order to render it valid and enforceable. The parties hereby agree to substitute a valid provision that will most closely approximate the economic/legal effect and intent of the invalid provision. The parties agree to execute any additional documents that may reasonably be necessary to effectuate the purposes of this agreement. |
I
HAVE
READ AND CAREFULLY CONSIDERED THIS GENERAL RELEASE AGREEMENT, AND I HAVE HAD
A
REASONABLE PERIOD OF TIME TO CONSIDER THIS AGREEMENT PRIOR TO
SIGNING. COMPANY HAS INDICATED THAT I AM FREE TO DISCUSS THIS
AGREEMENT WITH MY FAMILY AND HAVE IT REVIEWED BY MY ATTORNEY PRIOR TO SIGNING
IF
I SO DESIRE. I AM SIGNING THIS AGREEMENT FREELY AND VOLUNTARILY.
Signed:
/s/ Xxxx
Xxxxxx
Xxxx
Xxxxxx
Date:
August 6, 2007
Signed:
/s/ Xxxxxxxxxxx X.
Xxxxxxx
XXXXXXXXXXX
X. XXXXXXX
CEO
Date: August 13, 2007
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