Exhibit
10.2
CONFIDENTIAL SEPARATION
AGREEMENT
AND GENERAL RELEASE OF ALL
CLAIMS
This Confidential Separation
Agreement and General Release of All Claims
(“Agreement”) is made by and between Northstar
Neuroscience, Inc. (“Northstar”) and Scott Lynch
(“Employee”) with respect to the following
facts:
A. Employee is currently employed by
Northstar as the Vice President of Marketing pursuant to an
Executive Employment Agreement dated January 2, 2007
(“Employment Agreement”). Pursuant to Employee’s
Employment Agreement, Employee is entitled to severance benefits in
the event her employment is terminated under certain
circumstances.
B. Northstar is restructuring and is
eliminating Employee’s position. Employee’s employment
will cease effective August 31, 2008 (“Separation
Date”). Northstar wishes to reach an amicable separation with
Employee and assist Employee’s transition to other
employment.
C. Pursuant to the Employment
Agreement, the parties are entering into this Agreement. The
parties desire to settle all claims and issues that have, or could
have been raised, by Employee in relation to Employee’s
employment with Northstar and arising out of or in any way related
to the acts, transactions or occurrences between Employee and
Northstar to date, including, but not limited to, Employee’s
employment with Northstar or the termination of that employment, on
the terms set forth below.
THEREFORE, in consideration of the
promises and mutual agreements hereinafter set forth, it is agreed
by and between the undersigned as follows:
1. Severance Package .
Northstar agrees to provide Employee with the severance benefits
described in the Employment Agreement. As a point of clarification
with respect to the prorated bonus that is included in the
Severance Package described in the Employment Agreement, any
prorated bonus owed to Employee will be paid by February 28,
2009 after Northstar is able to determine whether a bonus is
payable and, if so, the amount of such prorated bonus. Employee
acknowledges and agrees that this Severance Package constitutes
adequate legal consideration for the promises and representations
made by Employee in this Agreement.
1.1 Outplacement Services .
Northstar agrees to provide eligible employees with an outplacement
services package selected by the Company and provided through Lee
Hecht Harrison or Transitions Team, to be determined, following the
Separation Date. In no event will Employee receive cash or other
severance benefits in lieu of outplacement services.
2. General Release
.
2.1 Employee unconditionally,
irrevocably and absolutely releases and discharges Northstar, and
any parent and subsidiary corporations, divisions and affiliated
corporations, partnerships or other affiliated entities of
Northstar, past and present, as well as Northstar’s
employees, officers, directors, agents, shareholders, successors
and assigns (collectively, “Released Parties”), from
all claims related in any way to the transactions or occurrences
between them, directly or indirectly, to date, to the fullest
extent permitted by law, including, but not limited to,
Employee’s employment with Northstar, the termination of
Employee’s employment, Employee’s ownership of
Northstar stock, and all other losses, liabilities, claims,
charges, demands and causes of action, known or unknown, suspected
or unsuspected, arising directly or indirectly out of or in any way
connected with Employee’s employment with Northstar or
Employee’s status as a Northstar stockholder. This release is
intended to have the broadest possible application and includes,
but is not limited to, any securities-related claims and any
claims
for breach of contract, wrongful
termination, defamation, employment discrimination, harassment,
retaliation, and any other tort, contract, common law,
constitutional or other statutory claims, arising under state,
federal or local law, including, but not limited to alleged
violations of the federal Fair Labor Standards Act, Title VII of
the Civil Rights Act of 1964, the Americans with Disabilities Act,
and all claims for attorneys’ fees, costs and
expenses.
2.2 Employee acknowledges that
Employee may discover facts or law different from, or in addition
to, the facts or law that Employee knows or believes to be true
with respect to the claims released in this Agreement and agrees,
nonetheless, that this Agreement and the release contained in it
shall be and remain effective in all respects notwithstanding such
different or additional facts or the discovery of them.
2.3 Employee declares and represents
that Employee intends this Agreement to be complete and not subject
to any claim of mistake, that the release herein expresses a full
and complete release of all claims known and unknown, suspected and
unsuspected and that, regardless of the adequacy or inadequacy of
the consideration, Employee intends the release herein to be final
and complete. Employee executes this release with the full
knowledge that this release covers all possible claims against the
Released Parties, to the fullest extent permitted by
law.
2.4 Employee expressly waives
Employee’s right to recovery of any type, including damages
or reinstatement, in any administrative or court action, whether
state or federal, and whether brought by Employee or on
Employee’s behalf, related in any way to the matters released
herein.
3. Representation Concerning
Filing of Legal Actions . Employee represents that, as of the
date of this Agreement, Employee has not filed any lawsuits,
charges, complaints, petitions, claims or other accusatory
pleadings against Northstar or any of the other Released Parties in
any court or with any governmental agency. Employee further agrees
that, to the fullest extent permitted by law, Employee will not
prosecute, nor allow to be prosecuted on Employee’s behalf or
assist in any manner any third party in pursuing, in any
administrative agency, whether state or federal, or in any
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