1
SEPARATION AGREEMENT
The Employer and Employee wish to end their employment relationship in an
honorable, dignified and orderly fashion. Toward that end, the parties have
agreed to separate according to the following terms.
This Separation Agreement ("Agreement") and Release, which is attached and
incorporated by reference as Exhibit A ("the Release") are made by and between
Xxxxxxx Xxxxx ("Employee") on behalf of the Employee's agents, heirs, and
successors, and American Medical Systems, Inc., Pfizer, Inc., and their
respective parent or subsidiary corporations, affiliates, Board members,
successors, predecessors present or former officers, directors, agents,
employees, attorneys, whether in their individual or official capacities,
benefit plans and insurers ("Employer").
The Employer does not believe that it has any claims against the Employee,
nor do the parties believe that the Employee has any claims against the
Employer. Nevertheless, the parties have agreed upon the following separation
terms to resolve any actual and potential claims arising out of the Employee's
employment with and separation from Employer.
IN CONSIDERATION OF THIS ENTIRE SEPARATION AGREEMENT, THE PARTIES AGREE AS
FOLLOWS:
1. CONSIDERATION. Employer shall, after receipt of a fully-executed
Separation Agreement and Release, and after expiration of statutory recission
periods without any rescission of the Release:
(1) Provide the Employee with the gross amount of $146,675.48, subject to
appropriate taxes and withholding, as severance and compensation for
any and all alleged claims which may have arisen at any time during
the Employee's employment with, or in the course of separation from
employment with the Employer.
(2) The parties agree that the above consideration is over and above
anything owed to the Employee by law, contract or under the policies
of Employer, and it is provided to the Employee in exchange for
entering into this Agreement.
3. CONFIDENTIALITY. It is the intent of the parties that this Agreement be
and is confidential. The Employee warrants that he/she has not and will not
disclose the terms of this Agreement, to any person other than his/her spouse,
attorney, tax advisor, or representatives of the E.E.O.C., or the Minnesota
Department of Human Rights, who shall be bound by the same prohibitions against
disclosure as bind the Employee, and the Employee shall be responsible for
advising these individuals of this confidentiality provision and obtaining their
commitment to maintain such confidentiality.
4. MUTUAL RELEASE. In consideration of the compensation paid by and other
undertakings of Employer stated in this Agreement, the Employee will sign the
attached Release (Exhibit A) at the same time he/she signs this Agreement.
2
5. STIPULATION OF NO CHARGES. The Employee affirmatively represents that
he/she has not filed nor caused to be filed any charges, claims, complaints, or
actions against the Employer before any federal, state, or local administrative
agency, court, or other forum. The Employee further waives any right to any form
of recovery or compensation from any legal action filed or threatened to be
filed by him/her or on his/her behalf based on his/her employment or terms of
employment with or resignation from Employer.
6. NON-DISPARAGEMENT. The parties to this Agreement agree that they will
make no disparaging or defamatory comments regarding the other parties in any
respect or make any comments concerning any aspect of their relationship or the
conduct or events which precipitated the Employee's separation. Furthermore, the
Employee agrees not to assist or encourage in any way any individual or group of
individuals to bring or pursue a lawsuit, charge, complaint, or grievance, or
make any other demands against Employer.
7. DAMAGES FOR VIOLATION OF DUTY OF CONFIDENTIALITY. Any violation by the
Employee of the confidentiality and/or non-disparagement provisions of this
Agreement shall entitle Employer to bring a legal action for appropriate
equitable relief as well as damages, including reasonable attorneys' fees. If
Employee violates his/her duty of confidentiality and/or non-disparagement as
provided in this Agreement, Employee shall be obligated to return to the
Employer the consideration he/she has received under this Agreement.
8. NON-ADMISSIONS. The parties expressly deny any and all liability or
wrongdoing and agree that nothing in this Agreement shall be deemed to represent
any concession or admission of such liability or wrongdoing or any waiver of any
defense.
9. INVALIDITY. In case any one or more of the provisions of this
Agreement shall be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained in
this Agreement will not in any way be affected or impaired thereby.
10. MUTUAL RETURN AND RELEASE OF ALL PROPERTY: The Employee agrees to
immediately return any and all of the Employer's property to the Employer.
11. VOLUNTARY AND KNOWING ACTION. The Employee acknowledges that having
had sufficient opportunity to review this Agreement and Release with his/her
attorneys, that he/she has read and understands the terms of this Agreement and
attached Release, and that he/she has voluntarily and knowingly entered into
this Agreement.
12. RESCISSION/REVOCATION. The Employee may consider the terms of this
Separation Agreement and Release for up to twenty-one (21) days and may decide
to rescind/revoke (cancel) this Agreement within fifteen (15) calendar days of
execution of this Agreement with respect to claims under the Minnesota Human
Rights Act, and within seven (7) calendar days for claims under the Age
Discrimination in Employment Act. Rescission/revocation of any portion of this
Agreement will be deemed to be a rescission/revocation of all of the Agreement.
To be effective, Employee's rescission/revocation must be in writing and
delivered to the Employer either by hand or by mail, within the applicable
rescission/revocation period. If sent by mail, the rescission/revocation must
be:
2
3
(a) post-marked within the seven (7) or fifteen (15) day period;
(b) properly addressed to Xxxxx X. Xxxx, Vice President of Human
Resources, American Medical Systems, Inc., 00000 Xxxx Xxxx Xxxx,
Xxxxxxxxxx, XX 00000-0000, and
(c) sent by certified mail, return receipt requested.
Employer shall not be obligated to provide any consideration to Employee
pursuant to this Agreement in the event the Employee elects to rescind/revoke
this Agreement. Any attempt by Employee to rescind any part of this Agreement or
Release obligates Employee to immediately return all consideration under this
Agreement to the Employer.
13. COMPLIANCE WITH PRIOR AGREEMENT. The Employee remains bound by the
terms of the Employment Agreement which he/she previously entered into with the
Employer, a copy of which is attached as Exhibit B.
14. GOVERNING LAW. This Agreement will be construed and interpreted in
accordance with applicable federal laws and the laws of the State of Minnesota.
THE EMPLOYEE
Dated: July 15, 1999 /s/ Xxxxxxx Xxxxxxx Xxxxx
------------------------- ----------------------------------
THE EMPLOYER
Dated: 6/2/99 By: /s/ Xxxxx X. Xxxx
------------------------- ---------------------------------------
Its: Vice President, Human Resources
--------------------------------------
3
4
EXHIBIT A
RELEASE
Definitions. I intend all words used in this Release to have their plain
meanings in ordinary English. Technical legal words are not needed to describe
what I mean. Specific terms I use in this Release have the following meanings:
A. "I," "me," and "my" include both me, Xxxxxxx Xxxxx, or anyone who
has or obtains any legal rights or claims through me.
B. "Employer," as used in this Release, shall at all times mean
American Medical Systems, Inc., Pfizer, Inc., and their
respective parent or subsidiary corporations, affiliates, Board
members, successors, predecessors, present or former officers,
directors, agents, employees, attorneys, whether in their
individual or official capacities, benefit plans and plan
administrators, and insurers ("Employer").
C. My Claims mean any or all of the actual or potential claims of
any kind whatsoever I have now against Employer, regardless of
whether I now know about those claims, in any way related to my
employment with or separation from the Employer, including, but
not limited to, claims for invasion of privacy; breach of
contract; fraud or misrepresentation; violation of the Minnesota
Human Rights Act, Title VII of the 1964 Civil Rights Act, the
Fair Labor Standards Act, the Americans With Disabilities Act,
the National Labor Relations Act, the Age Discrimination in
Employment Act, the Family and Medical Leave Act, all as amended,
Minn. Stat.ss.181.932, or any other federal, state, or local
statute, law, rule, regulation, ordinance or order, including but
not limited to those civil rights laws based on protected class
status; assault, battery, defamation, intentional or negligent
infliction of emotional distress; breach of the covenant of good
faith and fair dealing; promissory estoppel; negligence; and all
other claims for unlawful employment practices, and all other
common law or statutory claims. I understand that I am not
releasing claims under the Age Discrimination in Employment Act,
which arise after the date on which I sign this Release and the
Agreement to which it is attached.
Agreement to Release My Claims. I am receiving satisfactory consideration from
Employer to which I am not otherwise entitled by law, contract, or under any
policy of Employer. I agree to give up all My Claims and withdraw any and all my
charges and lawsuits (if any) against Employer in exchange for that
consideration. I will not bring any lawsuits, file any charges, complaints, or
notices, or make any other demands against the Employer based on My Claims. The
consideration I am receiving is a full and fair payment for the release of all
My Claims. Employer does not owe me anything in addition to what I will be
receiving.
Additional Agreements and Understandings. Even though the Employer is paying me
to release My Claims, I understand and acknowledge that the Employer does not
admit that it may be responsible or legally obligated to me. In fact, the
Employer expressly denies that it or he/she is responsible or legally obligated
for My Claims or that it or he/she has engaged in any
4
5
wrongdoing. I am also hereby advised to consult with an attorney before I sign
this Release and the Agreement to which it is attached.
Nothing contained herein, however, shall be construed to prohibit you from
filing a charge with the Equal Employment Opportunity Commission, but your
release includes a release of your right to file a court action or to seek
individual remedies or damages in any Equal Employment Opportunity
Commission-filed court action, and your release of these rights shall apply with
full force and effect to any proceedings arising from or relating to such a
charge.
Acceptance Period. You have been informed that the terms of this Agreement shall
be open for acceptance by you for a period of at least twenty-one (21) days
after the date set forth above, during which time you may consider whether or
not to accept this Agreement and seek counsel to advise you regarding the same.
You agree that changes to this Agreement, whether material or immaterial, will
not restart this acceptance period.
Right to Rescind and/or Revoke. You have the right to revoke this Agreement only
insofar as it extends to potential claims under the Age Discrimination in
Employment Act by informing the Employer of your intent to revoke this Agreement
within seven (7) calendar days following your execution of it.
You likewise have the right to rescind this Agreement only insofar as it extends
to potential claims under the Minnesota Human Rights Act by written notice to
Employer within fifteen (15) calendar days following your execution of this
Agreement. Any such rescission must be in writing and hand-delivered to Employer
or, if sent by mail, postmarked within the applicable time period, sent by
certified mail, return receipt requested, and addressed as follows:
(a) post-marked within the seven (7) or fifteen (15) day period;
(b) properly addressed to Xxxxx X. Xxxx, Vice President of Human
Resources, American Medical Systems, Inc., 00000 Xxxx Xxxx Xxxx,
Xxxxxxxxxx, XX 00000-0000, and
(c) sent by certified mail, return receipt requested.
You agree that if you exercise any right of rescission or revocation, Employer
may at its option either nullify this Agreement in its entirety or keep it in
effect as to all claims not rescinded or revoked in accordance with the
rescission or revocation provisions of this Agreement. In the event Employer
opts to nullify the entire Agreement, neither you nor Employer will have any
rights or obligations whatsoever under this Agreement. Any rescission or
revocation, however, does not affect your separation from employment effective
as of the date set forth in Section 1.
I have read this Release carefully and understand all its terms. I have reviewed
this Release with my own attorney. In agreeing to sign this Release, I have not
relied on any statements or explanations made by Employer or their attorneys.
I understand and agree that this Release and the Settlement Agreement to which
it is attached contain all the agreements between Employer and me. We have no
other written nor oral agreements.
5
6
Dated: July 15, 1999 /s/ Xxxxxxx Xxxxxxx Xxxxx
--------------------- -------------------------------------
Signature
Xxxxxxx Xxxxxxx Xxxxx
-------------------------------------
Name (Print)
Subscribed and sworn to before me
this 15th day of July
/s/ Xxxx X. Xxxxxx
---------------------------
Notary Public
6
