Exhibit
10.1
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 Bradford Gliner
(“Employee”) with respect to the following
facts:
A. Employee is currently employed by
Northstar as the Vice President, Research pursuant to an Executive
Employment Agreement dated May 10, 2006 (“Employment
Agreement”). Pursuant to Employee’s Employment
Agreement, Employee is entitled to severance benefits in the event
his employment is terminated under certain
circumstances.
B. Northstar is restructuring and is
eliminating Employee’s position. Employee’s employment
will cease effective October 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, the Age Discrimination in
Employment Act of 1967, as amended, and all claims for
attorneys’ fees, costs and expenses. However, this general
release is not intended to bar any claims that, by statute, may not
be waived, such as any challenge to the validity of
Employee’s release of claims under the Age Discrimination in
Employment Act of 1967, as amended, as set forth in this
Agreement.
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.
4. Mutual Nondisparagement
. Employee agrees that Employee will not make any voluntary
statements, written or oral, or cause or encourage others to make
any such statements that defame, disparage or in any way criticize
the personal and/or business reputations, practices or conduct of
Northstar or any of the other Released Parties. Accordingly,
Northstar agrees that its officers and directors will not make any
voluntary statements, written or oral, or cause or encourage others
to make any such statements that defame, disparage or in any way
criticize the personal and/or business reputations, practices or
conduct of Employee.
5. Confidentiality and Return of
Northstar Property .
5.1 Confidential Separation
Information . Employee agrees that the terms and conditions of
this Agreement, as well as the discussions that led to the terms
and conditions of this Agreement (collectively referred to as the
“Confidential Separation Information”) are intended to
remain confidential between Employee and Northstar. Employee
further agrees
