Voluntary Severance Agreement and General Release - Immersion Medical and Richard Stacey
VOLUNTARY SEVERANCE AGREEMENT AND GENERAL RELEASE
This is an Agreement and General Release (Agreement) between Immersion
Medical, ("the Company") and Richard Stacey (Employee), collectively referred to
herein as the "Parties". In order to forever resolve and settle any and all
disputes regarding Employee's employment with the Company or any other disputes
with the Company the Employee may have, the Parties agree as follows:
1. The Parties agree that, as of April 13, 2004, Employee's employment
with the Company ended.
2. Employee agrees that he/she will submit any business expense reports
to the Company within thirty (30) days after receipt of this Agreement, and the
Company agrees to pay all such properly submitted expense reports subject to
Company policy in accordance with its customary procedures.
3. Employee agrees that he/she shall immediately return to the Company
all Company property, including but not limited to all computer equipment, keys,
passwords, tangible proprietary information, documents, books, records, report,
contract, customer and contact lists, computer files and data (and any copies
thereof), which exist in any medium, which were prepared or obtained by Employee
in the course of or incident to his/her employment.
4. The Company agrees that it will continue to pay Employee's salary
equal to 12 months of base salary which will include all lawful deductions.
Employee recognizes that for purposes of the continuation coverage requirement
of group health plans under the Consolidated Omnibus Budget Reconciliation Act
of 1985 (COBRA), as amended, and the group health provisions of the Maryland
Annotated Code, a "qualifying event: and "applicable change in status" occurs as
of April 13, 2004. The Company also agrees to subsidize the employee's entire
COBRA premium for a 12 month period beginning May 2004. The Company agrees to
give Employee all notices and information required under such laws.
5. Employee agrees that he/she will not disparage or make any derogatory
or negative statements related to the Company and/or its officers, directors or
employees.
6. Employee agrees that in consideration of the promises set forth in
paragraph 4 he/she will, and hereby does, forever and irrevocably release and
discharge the Company, its officers, directors, employees, agents, parents,
affiliates, predecessors, successors, purchasers, assigns, and representatives,
of any and all grievances, claims, demands, debts, defenses, actions or causes
of action, obligations, damages, and liabilities whatsoever which he/she now
has, has had, or may have, whether the same be at law, in equity, or mixed, in
any way arising from or relating to any act, occurrence, or transaction before
the date of this Agreement. This is a General Release. Employee expressly
acknowledges that this General Release includes, but is not limited to,
Employee's intent to release the Company from any claim under contract, tort,
defamation, misrepresentation, and wage and hour, as well as any claim of age,
race, sex, religion, national origin or any other claim of employment
discrimination under the Age Discrimination of
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Employment Act (29 U.S.C. ss.621 et seq.), Title VII of Civil Rights Act of 1964
(42 U.S.C. ss.2000e et seq.), the Employee Retirement Income Security Act (29
U.S.C. ss.1001 et seq.), Article 49B of the Maryland Annotated Code, and any
other law prohibiting employment discrimination.
7. Employee and the Company understand and agree that the General Release
includes not only claims presently known to Employee, but also includes all
unknown or unanticipated claims, rights, demands, actions, obligations,
liabilities, and causes of action of every kinds and character that would
otherwise come within the scope of the General Release as described in paragraph
6. Employee understands that he/she may hereafter discover facts different from
what he/she now believes to be true, which if known, could have materially
affected this Agreement, but he/she nevertheless waives any claims or rights
based on different or additional facts. Employee knowingly and voluntarily
waives any and all rights or benefits that he/she may now have, or in the future
may have, under terms of Section 1542 of the California Civil Code (or other
similar law or regulation or another jurisdiction), which provides 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/her must have materially affected his settlement with the debtor."
8. Employee agrees not to sue the Company or to join in any lawsuit
against the company, or any other person or entity specified in paragraph 6,
concerning any matter, which arose on or before the date of this Agreement. The
Parties agree that to the extent, if any, Employee may have a right to file or
participate in a claim or charge against the Company, which cannot be waived,
the Agreement shall not be intended to waive such a right. However, even if
Employee has a right to file or participate in a claim or charge against the
Company, he/she agrees that he/she shall not obtain, and herby waives his/her
right to, any relief (legal, equitable, or other) from such a claim or charge.
9. The Parties agree that the terms of the Agreement are strictly
confidential and expressly covenants not to display, publish, disseminate, or
disclose any terms of this Agreement to any person or entity. Employee agrees
that any judicially determined breach of the promise contained in this paragraph
by him/her shall be considered to be a material breach of the terms of this
Agreement and, in addition to any other remedies the Company may have. The
Company shall be entitled to recover all of the monies paid to him/her under the
terms of the Agreement.
10. Employee agrees that he/she shall not be regarded as the prevailing
party for any purpose, including, but not limited to, determining responsibility
for or entitlement to attorneys' fees, under any statue or otherwise.
11. Employee understands that he/she has forty five (45) days from his/her
receipt of the Agreement to consider his/her decision to sign it. By signing
this Agreement, Employee expressly acknowledges that his/her decision to sign
the Agreement was of his/her own free will.
12. Employee understands that he/she may revoke this Agreement for up to
and including seven (7) days after his/her execution of the Agreement, and that
the Agreement shall not become effective until the expiration of eight days from
its execution.
13. Employee has been advised by the Company to consult an attorney
regarding the terms of this Agreement before signing.
14. Employee expressly acknowledges and understands that this Agreement is
not an admission of liability under any statue or otherwise by the Company, and
does not admit any
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violation of Employee's legal rights, but is solely entered into as an exchange
for the terms described above.
15. The Parties agree that this Agreement shall be binding upon and inure
to the benefit of the assigns, heirs, executors, and administrators of Employee
and the officers, directors, employees, agents, parents, affiliates,
predecessors, successors, purchasers, assigns, and representatives of the
Company. Except for the non-competition and confidentiality agreement previously
executed by the parties, the Agreement contains the entire agreement and
understanding of the parties, that there are no additional promises or terms
among the parties other than those contained herein, and that this Agreement
shall not be modified except in writing signed by each of the parties. The
parties hereto expressly reaffirm their respective duties and obligations under
the aforesaid non-competition and confidentiality agreement.
16. This Agreement shall in all respects be interpreted, enforced, and
governed under the laws of the State of Maryland. The language of all parts of
this Agreement shall in all cases be construed as a whole, according to its fair
meaning, and not strictly for or against any of the parties.
17. Employee represents that he/she has read this Agreement, that he/she
understand all of its terms, and that he/she enters into this Agreement
voluntarily and with knowledge of its effect.
4/16/2004 /s/ Richard Stacey
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Date Employee (Richard Stacey)
Immersion Medical
By: /s/ Mary Brown
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Mary Brown