Exhibit 10.1
RESIGNATION AND GENERAL
RELEASE AGREEMENT
This Resignation and General Release
Agreement (the “Agreement”) is made as of the date
subscribed below, by and between Tim Hart (“Hart”) and
SeraCare Life Sciences, Inc. (“Company”).
RECITALS
A. WHEREAS, Hart was employed by
Company as Chief Financial Officer; and
B. WHEREAS, Hart desires to resign
as Chief Financial Officer, and Hart and the Company mutually
desire to set forth the parties’ rights and obligations upon
such resignation.
NOW, THEREFORE
, in consideration of the above
recitals and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, and intending to be
legally bound, Hart and Company agree as follows:
1. Resignation . Hart hereby
resigns his position as Chief Financial Officer for Company and as
an officer of the Company and its subsidiary and affiliated
businesses effective February 14, 2005 (“Resignation
Date”). Except as otherwise provided in this Agreement, all
benefits and perquisites of employment as Chief Financial Officer
ceased as of the Resignation Date. Hart and the Company acknowledge
that they have no further employment or contractual relationship
except as may arise out of this Agreement. Hart acknowledges that
he has received all amounts owed for his regular and usual salary
as Chief Financial Officer, and his usual benefits and accrued but
unused vacation through the Resignation Date.
2. Severance. In
consideration for the covenants undertaken and releases given
herein by Hart, and provided that Hart (a) executes this Agreement,
(b) is not in breach or default of this Agreement and (c) has
performed all of his obligations under this Agreement, Company
shall pay to Hart a lump sum payment in a total gross amount of
Twenty Thousand Dollars and No Cents ($20,000.00). Such payment
shall be paid within 10 days following Hart’s execution of
this Agreement. Such payment is for and in lieu of any other
payments or benefits (and none shall accrue) beyond the Resignation
Date.
3. Stock Options. That
certain stock option granted by the Company to Hart on or about
October 28, 2003 to purchase 20,000 shares of the Company’s
common stock at a per share exercise price of $8.19 is hereby
terminated. Hart shall have no further rights with respect thereto
or in respect thereof. Notwithstanding anything to the contrary in
the Company’s 2001 Stock Incentive Plan, the following rules
shall apply with respect to that certain stock option granted by
the Company to Hart on or about June 4, 2003 to purchase 20,000
shares of the Company’s common stock at a per share exercise
price of $4.05: (1) Hart shall continue to vest in such option in
accordance with its stated vesting schedule as though his
employment by the Company had not terminated, (2) Hart shall have
90 days from the date that such option becomes fully vested to
exercise such option (subject to earlier termination pursuant to
the Company’s
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2001 Stock Incentive Plan in the event of a
change in control or similar event), (3) the option, to the extent
not exercised at the end of such 90-day period, shall terminate and
Hart shall have no further rights with respect thereto or in
respect thereof, and (4) the other terms and conditions of the
option shall continue to apply.
4. Releases.
a. Release by Hart. In
consideration of the covenants undertaken herein by the Company,
and except for those obligations created by or arising out of this
Agreement, Hart, on his own behalf and on behalf of his
descendants, dependents, heirs, executors, administrators, assigns
and successors, does hereby covenant not to sue and acknowledges
full and complete satisfaction of and hereby releases, absolves and
discharges the Company and its heirs, successors and assigns,
parent, subsidiaries, divisions and affiliated corporations, past
and present, as well as its and their trustees, directors,
officers, agents, attorneys, insurers and employees, past and
present, and each of them (hereinafter collectively referred to as
“Releasees”), with respect to and from any and all
claims, demands, liens, agreements, contracts, covenants, actions,
suits, causes of action, wages, obligations, debts, expenses,
attorneys’ fees, damages, judgments, orders and liabilities
of whatever kind or nature in law, equity or otherwise, whether now
known or unknown, suspected or unsuspected, and whether or not
concealed or hidden, which Hart now owns or holds or has at any
time heretofore owned or held as against said Releasees, or any of
them, arising out of or in any way connected with his employment
relationship with the Company, or his resignation as an Chief
Financial Officer, or any other transactions, occurrences, acts or
omissions or any loss, damage or injury whatever, known or unknown,
suspected or unsuspected, resulting from any act or omission by or
on the part of said Releasees, or any of them, committed or omitted
prior to the date of this Agreement, including specifically but
without limiting the generality of the foregoing, any claim under
Title VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act, the Age Discrimination in Employment Act of 1967,
as amended by the Older Worker’s Benefit Protection Act
(“ADEA”), the Family and Medical Leave Act, the
California Fair Employment and Housing Act, or the California
Family Rights Act.
b. Release by Company. Except
for those obligations created by or arising out of this Agreement,
the Company hereby acknowledges full and complete satisfaction of
and releases and discharges, and covenants not to sue, Hart from
and with respect to any and all claims, agreements, obligations,
losses, damages, injuries, demands and causes of action, known or
unknown, suspected or unsuspected, arising out of or in any way
connected with Hart’s employment relationship with or
termination from the Company, or any other occurrences, actions,
omissions or claims whatever, known or unknown, suspected or
unsuspected, which the Company now owns or holds or has at any time
heretofore owned or held as against Hart.
c. Section 1542 Waiver. It is
a further condition of the consideration hereof and is the
intention of the parties in executing this instrument that the same
shall be effective as a bar as to each and every claim, demand and
cause of action hereinabove specified and, in furtherance of this
intention, the parties hereby expressly waive any and all rights or
benefits conferred by the provisions of SECTION 1542 OF
THE
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CALIFORNIA CIVIL CODE and
expressly
