SEPARATION AGREEMENT & GENERAL RELEASE
SEPARATION AGREEMENT & GENERAL RELEASE
This Separation Agreement & General Release (“Agreement”) is entered into by Xxxxx Xxxxxxxxxxx
Xxxxxxx (“Xxxxxxx”) and MicroMed Cardiovascular, Inc. (“MicroMed”).
Whereas Xxxxxxx and MicroMed have mutually agreed to terminate Xxxxxxx’x Employment Agreement
with MicroMed dated August 19, 2002 (the “Employment Agreement”) as of Nov. 17’th 2006 (the
“Effective Date”).
Now, therefore, Xxxxxxx and MicroMed agree as follows:
1. Xxxxxxx and MicroMed agree that this Agreement completely and permanently
terminates the Employment Agreement, except as provided in Paragraph 2 below. Xxxxxxx also
hereby waives and releases all claims (known or unknown) against MicroMed, and any current or
former officer, director, employee, agent, or attorney of MicroMed that accrued or existed as of
the Effective Date. MicroMed hereby waives and releases all claims against Xxxxxxx that accrued or
existed on effective date. Xxxxxxx agrees that she has received all salary, compensation, benefits
and other payments she is owed under the Employment Agreement or otherwise, and that MicroMed owes
her nothing more under the Employment Agreement or otherwise except as specifically set out
herein.
2. Xxxxxxx agrees that her obligations regarding confidentiality and return of
property contained in Section 3 of the Employment Agreement survive termination of the Employment
Agreement, except that Xxxxxxx shall be permitted to keep her laptop computer. Xxxxxxx further
agrees that the noncompetition and nonsolicitation provisions contained in Section 4 of the
Employment Agreement survive termination of the Employment Agreement for a period of six months
after the Effective Date.
3. MicroMed agrees to pay Xxxxxxx x xxxxxxxxx payment in the lump-sum amount of one
hundred fifty six thousand six hundred sixty six dollars ($156,666.00), less withholdings
required by law. This payment will be made on or before November 30, 2006.
4. After Nov. 30’th, 2006, Xxxxxxx will be eligible to elect continuation coverage
under MicroMed’s group health plans for the period required by the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”). If Xxxxxxx elects continued coverage for herself and her
dependents under MicroMed’s group health and dental plans pursuant to COBRA, MicroMed will pay the
required premium for such coverage from the 1’st of Dec. through the date 8 months after the
Effective Date, whereupon Xxxxxxx will be thereafter fully responsible for payment of the required
premium for COBRA continuation coverage. Xxxxxxx will be entitled to no other employee benefits
from MicroMed after the Effective Date.
5. Xxxxxxx and MicroMed acknowledge that this written Agreement constitutes
their complete agreement. They further agree that, except as provided in Paragraph 2, this
Agreement supersedes and replaces any and all earlier written or oral agreements between them
including without limitation the employment agreement. Xxxxxxx agrees that she has completely and
carefully read this Agreement. Xxxxxxx further acknowledges that she fully understands her
rights and obligations under the Agreement. Further, Xxxxxxx declares that this Agreement is
fair
and reasonable and that she enters into the Agreement freely, voluntarily and without
coercion. Xxxxxxx understands that MicroMed is relying upon the representations she makes in this
Agreement.
6. After November 17, 2006 MicroMed agrees not to object to or oppose the
application of unemployment insurance.
7. This Agreement can be modified only by a writing signed by both Xxxxxxx and the
Chief Executive Officer of MicroMed. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, without regard to the choice of law provisions
thereof.
| /s/ Xxxxx Xxxxxxxxxxx Xxxxxxx | |||||||||
| Xxxxx Xxxxxxxxxxx Xxxxxxx | |||||||||
| Dated Signed: | 14th November 2006 | ||||||||
| MICROMED CARDIOVASCULAR, INC. | |||||||||
| By: | /s/ Xxxxxxxx zur Xxxxxx | ||||||||
| Xxxxxxxx zur Nieden | |||||||||
| Chief Executive Officer | |||||||||
| Dated Signed: | 14th November 2006 | ||||||||
