SEPARATION AGREEMENT
WHEREAS, XXXX XXXXXXX 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 XXXX XXXXXXX agree as
follows:
1. XXXX XXXXXXX resigns his full-time employment and his officer
positions with the Company effective as of September 27, 1996.
2. The Company shall pay XXXX XXXXXXX separation pay, subject to
applicable deductions, in the amount of twenty-six thousand, six hundred
eighty-three dollars ($26,683) representing the difference between pay at his
last rate of base salary for the period of nine months after termination (the
"Separation Period") and the gross amount of a performance bonus awarded him
during the course of his employment. This separation pay shall be paid in equal
installments on regular payroll dates of the Company throughout the Separation
Period.
3. The Company shall pay XXXX XXXXXXX 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. This
payment will be made at the same time payments to other Management Incentive
Program participants are made.
4. XXXX XXXXXXX agrees to comply with the provisions of the Employee
Proprietary Information Agreement appended to this Agreement as Exhibit A,
subject to Paragraph 9 of this Agreement.
5. XXXX XXXXXXX agrees to cooperate with the Company and its
representatives regarding any claims or potential claims or litigation by or
against the Company involving matters about which XXXX XXXXXXX possesses
knowledge. It is the intent of the parties to require XXXX XXXXXXX'x physical
presence at a site remote from his home or business only when necessary to the
effective delivery of such cooperation.
6. XXXX XXXXXXX, agrees to make himself reasonably available to consult
with the Company on financial and administrative matters during the Separation
Period.
7. XXXX XXXXXXX, 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 XXXX XXXXXXX has, had or may have
against any of them, whether or not now known arising from XXXX XXXXXXX'x
recruitment for employment with the Company, his employment or officer positions
with the Company, or the termination of his employment and officer positions
with the Company, including without limitation any claims under the Age
Discrimination in Employment.
8. XXXX XXXXXXX 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 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.
9. Notwithstanding the provisions of the Employment Proprietary
Information Agreement attached hereto as Exhibit A, the Company releases XXXX
XXXXXXX from the obligation not to engage in any similar or competitive business
entity or research as of the expiration of the Separation Period. The parties
further agree that should XXXX XXXXXXX engage in such activity or research with
any entity principally engaged in urology testing and/or pathology testing
during the Separation Period, the Company's obligation to make payments pursuant
to Paragraphs 2 and 3 of this Agreement shall terminate without affecting the
remaining provisions of this Agreement.
10. The Company hereby releases XXXX XXXXXXX from any and all claims or
causes of action of any kind arising on or before the date it executes this
Agreement, which the Company has had or may have against him, whether or not now
known, except any claims involving improper actions by XXXX XXXXXXX with the
intent or effect of personal gain to XXXX XXXXXXX.
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 XXXX XXXXXXX 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, XXXX XXXXXXX shall
be liable for all costs and expenses including legal fees, incurred by any
Released Company Party in defense of that action. In the event the Company files
a claim, lawsuit or complaint against XXXX XXXXXXX in any court or governmental
agency with respect to the claims it has released under this Agreement, the
Company shall be liable for all costs and expenses, including legal fees,
incurred by XXXX XXXXXXX in defense of that action.
14. XXXX XXXXXXX 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,
which he has been encouraged to do in writing by the Company (Exhibit B).
15. XXXX XXXXXXX 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 Party.
16. XXXX XXXXXXX acknowledges that he has been given twenty-one (21)
days to review the waivers and releases contained in this Agreement prior to
signing it.
17. XXXX XXXXXXX shall have seven (7) days after the execution of this
Agreement to revoke the waivers and releases contained in this Agreement and
this Agreement shall not be effective unless and until those seven (7) days have
elapsed without XXXX XXXXXXX so revoking.
18. 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.
19. This Agreement shall be governed by applicable Federal law and the
laws of the State of Connecticut.
XXXX XXXXXXX
Dated: 9/19/96 Signature: /s/ Xxxx Xxxxxxx
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DIANON SYSTEMS, INC.
Dated: 9/19/96 Signature: /s/ Xxxxx X. Xxxxxxx
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