Severance Agreement - Bio-Rad Laboratories Inc. and Jim Bennett
DATE: January 15, 1997
TO: Jim Bennett
FROM: David Schwartz
SUBJECT:
CONFIDENTIAL
This letter will confirm our discussions concerning the most
appropriate utilization of your expertise and experience after you
decide to leave your present position as Executive Vice
President/Chief Operating Officer of Bio-Rad ("Present Position"), in
return for your signing this "non-compete" agreement.
1. You will give Bio-Rad at least six months' notice if you decide to
leave your Present Position. Additionally, you will provide such
notice so that, including the hours worked under Paragraph 3 below,
your total hours worked in any year in which the end of the six-month
notice period occurs will not exceed 999 hours.
2. You will be nominated by the management of Bio-Rad to continue as a
member of the Board of Directors; and if this nomination is ratified
by the shareholders, you will remain a director for a minimum of three
years.
3. After you leave your present Position, you will continue as an
employee taking on a variety of assignments as mutually agreed to with
the CEO for a total of six weeks of cumulative work during each twelve-
month period, for up to five consecutive 12-month periods following
your leaving your Present Position.
You will be paid for the six weeks of cumulative work per twelve-month
period at the weekly rate of $2,500/week, plus the same weekly pay
rate as is in effect for your Present Position when your notice period
ends. If you cease being a Director, the cumulative weekly payments
shall be reduced by $2,500. This salary will be paid in 24 equal
installments during each 12-month period. Mutually agreed assignments
extending beyond the six weeks of cumulative work will be compensated
at the same weekly pay rate as is in effect when your notice period
ends.
Medical, dental, vacation, sick leave, profit sharing, bonus, further
grants of stock options, and any other benefits or payments not
excepted in this letter will cease when you leave your Present
Position.
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4. You will be permitted to exercise all vested stock options granted to
you prior to leaving your Present Position. If you become unable to
carry out your assigned duties under this letter, or if you retire,
the Stock Option Committee has granted you the right to exercise your
stock options for up to two years after you cease employment.
5. If you compete in any way with Bio-Rad during the term of your
employment, or two years thereafter, you will forfeit your right to
exercise your stock options and to receive the payments provided for
in this letter.
If this letter correctly confirms our agreement, please sign in the
space provided for below and return one original to me. The other
original is for your files.
Cordially,
/s/ David Schwartz
David Schwartz
I hereby confirm and agree to the conditions
of the agreement as stated above.
/s/ James J. Bennett
James J. Bennett