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May 29, 1998
Xx. Xxx Xxxxxxxx
0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Dear Xxx:
This letter is to confirm the agreement between you and Conceptus, Inc.
("Company") regarding your separation from employment with the Company.
1. Your employment with the Company will terminate on May 31,1998. Although
you are not otherwise entitled to receive any further payments from the
Company, after you sign this letter the Company will pay you in eighteen
equal installments over a nine month period, one hundred twelve thousand
five hundred dollars ($112,500), less all applicable withholdings, which is
equal to nine (9) months of your current base salary. The Company will pay
directly to Guardian your monthly medical insurance premiums for a period
of nine months after May 31, 1998, for the level of your medical insurance
coverage in effect on May 29, 1998.
2. You have been paid thirteen thousand seven hundred forty six dollars and
sixty four cents ($13,746.64) which represents all of your accrued but
unused vacation time. You agree that prior to the execution of this letter
you were not entitled to receive any further monetary payments from the
Company, and that the only payments and benefits that you are entitled to
receive from the Company in the future are those specified in this letter,
including those referenced in Paragraph "9" of this letter.
3. You will also receive out placement assistance in the amount of two
thousand five hundred dollars ($2,500).
4. In consideration for receiving the severance payments described above, you
waive and release and promise never to assert any claims or causes of
action, whether or not now known, against Company or its predecessors,
successors, subsidiaries, officers, directors, agents, employees and
assign, with respect to any matter arising out of or connected with your
employment with the Company or the termination of that employment,
including without limitation, claims of wrongful discharge, emotional
distress, defamation, breach of contract, breach of the covenant of good
faith and fair dealing, any claims of discrimination based on sex, age,
race, national origin, or on any other basis, under Title VII of the Civil
Rights Act of 1964, as amended, the California Fair Employment and Housing
Act, the Age Discrimination in Employment Act of 1967, and all other laws
and regulations relating to employment. The sole exception to this global
release is of any claims you may have arising out of the agreement
referenced in Paragraph "9" of this letter.
0000 Xxxxxx Xxxxxx, Xxx Xxxxxx, XX 00000 Phone: 415/000-0000 Fax: 415/000-0000
Xxxxx Xxxxxxxx Separation Agreement
May 29, 1998
Page Two
5. You expressly waive and release any and all rights and benefits under
Section 1542 of the Civil Code of the State of California (or any analogous
law of any other state), which reads as follows: "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."
6. At all times in the future, you will remain bound by Confidentiality and
Nondisclosure Agreement signed by you on January 7, 1993, a copy of which
is attached.
7. Your stock options dated 6/7/94 and 7/11/95 will be fully vested on
5/31/98, after which you have sixty days to exercise your options for the
vested but unexercised shares.
8. You agree that you will not disclose to others the fact or terms of this
letter, except that you may disclose such information to your attorney or
accountant in order for such individuals to render services to you.
9. You agree that except as expressly provided in this letter and the letter
from Xxxxxxx Xxxxxxxx to Xxxx Xxxxxx dated April 7, 1998, the contents of
which letter are deemed to be a part of this letter agreement, this letter
renders null and void any and all prior agreements between you and the
Company.
Please indicate your agreement with the above terms by signing below.
Sincerely,
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
President and CEO
My agreement with the above terms is signified by my signature below.
Furthermore, I acknowledge that I have read and understand the foregoing letter
and that I sign this release of claims voluntarily, with full appreciation that
I am forever foreclosed from pursuing any of the rights I have waived.
Signed: /s/ Xxxxx Xxxxxxx Dated: 5/29/98
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