Exhibit 10.15
CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL
RELEASE
This Confidential Severance Agreement
and General Release (the “Agreement”) is made and
entered into by and between Nanosphere, Inc. (the
“Company”) and Stephen Wasko (“Employee”)
(collectively, “the Parties”).
This Agreement sets forth the terms
and conditions pursuant to which the Employee is separating from
employment with the Company.
1. Separation of
Employment . In consideration of the foregoing, and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Employee shall separate from employment with the
Company effective June 30, 2007 (the “Separation
Date”) and shall resign his position as vice president of
finance, treasurer, secretary and chief financial officer effective
as of June 4,2007.
2. Severance Pay . From
the day immediately following the Separation Date through
November 30,2007 (the “Severance Period”), the
Company will pay Employee an amount equal to the base salary at the
rate as of the Separation Date ($7,846.15 per pay period) that
Employee would have received had Employee remained in the employ of
the Company during the Severance Period on a full-time basis, less
all ordinary deductions for local, state and federal taxes which
are required by law to be withheld and any other deductions
previously authorized by Employee related to participation in
employee benefit plans in which Employee is enrolled as of the
Separation Date, as discretionary severance pay (“Severance
Pay”), which amount shall be distributed in accordance with
the Company’s regular payroll schedule. If at the end of the
Severance Period, Employee is without employment and not
self-employed whereby self-employment equals or exceeds an amount
that reasonably replaces the “Severance Pay”, the
Company will pay Employee additional Severance Pay on a
month-by-month basis for a period not to exceed the earlier of
3 months or such time as Employee has found full-time
employment or becomes self-employed, as described immediately
above, provided that the Employee can demonstrate to the
Company’s satisfaction that he has made reasonable efforts to
obtain employment.
3. Group Health Insurance
Benefits . From the Separation Date through the earliest of
(i) the end of the Severance Period, as it may be extended per
Section 2 above, or (ii) the date on which Employee
becomes covered as the primary insured under another group health
plan with no pre-existing condition limitation or exclusion,
Employee shall be entitled to Company paid group heath insurance
coverage under the Company’s group health insurance plan (as
such plan, and employee benefit cost sharing structure, is then in
effect and as it may be amended at any time and from time to time
during the period of coverage). Employee agrees to notify the
Company if prior to the end of the Severance Period, as it may be
extended per Section 2 above, Employee becomes covered as the
primary insured under another group health plan with no pre-
existing condition limitation or exclusion. The period during which
Employee is being provided with health insurance pursuant to this
Agreement shall be credited against Employee’s period of
COBRA coverage, if any. If Employee is entitled to continuing
health insurance coverage under COBRA, the costs associated with
Employee’s election of COBRA benefits after termination of
any health insurance coverage provided by the Company pursuant to
this Agreement shall be the Employee’s responsibility.
4. Stock Options .
Vesting of stock options held by Employee will cease on
June 1, 2007 in accordance with the Company’s stock
option agreements and plan. The Company extends the option deadline
for exercise by Employee until December 31,2007.
5. No Further
Obligations . Except for the obligations expressly set forth in
this Agreement, the Company shall make no further payments or
contributions on behalf of the Employee or Employee’s family
members, whether for salary, vacation, sick days, life insurance,
long term disability insurance or any other form of insurance or
for any other compensation or benefits following the Separation
Date.
6. Release . For and in
consideration of the Severance Pay, the payments and other benefits
provided for in this Agreement, and the other covenants of the
Company made herein, Employee agrees that by executing this
Agreement Employee does hereby, on behalf of Employee,
Employee’s heirs, executors, administrators, representatives,
successors and assigns, irrevocably and unconditionally release and
forever discharge the Company, all affiliated or related entities,
successors, predecessors, assigns or representatives, and any
present and former officers, directors, trustees, board members,
employees, agents, attorneys, and insurers, and all persons acting
for, by, through, under or in concert with any of them (hereinafter
“Released Parties”), of and from any and all claims,
demands, liabilities, actions, causes of action, rights,
obligations, suits, debts, accounts, claims for attorneys’
fees, interest, expenses and costs, damages, judgments, and
executions of any nature whatsoever, which Employee,
Employee’s heirs, executors, administrators, representatives,
successors, or assigns, had, now have, or may hereafter have, from
the beginning of time to the date hereof, against any of the
Released Parties, whether based on federal or state statute, common
law, rule or regulation, whether in law or in equity, contract or
tort, whether liquidated or unliquidated, whether known or unknown,
related to Employee’s employment with the Company and/or the
termination therefrom. This general release includes but is not
limited to claims arising out of or in connection with:
(i) any allegation that the Company wrongfully or unlawfully
terminated, discharged, or laid off Employee; (ii) any
allegation of violation of the Age Discrimination in Employment
Act, the Americans with Disabilities Act, Title VII of the Civil
Rights Act of 1964, as amended, the Civil Rights Acts of 1866,
1871, and 1991, including Sections 1981 and 1983 of the Civil
Rights Act, the Worker’s Adjustment and Retraining
Notification Act, the National Labor Relations Act, the
Rehabilitation Act of 1973, the Corporate and Criminal Fraud
Accountability Act of 2002, Title VIII of the Sarbanes-Oxley Act of
2002, the Illinois Human Rights Act, and the Illinois Whistleblower
Act; (iii) any allegation of defamation, intentional or
negligent infliction of emotional distress, workplace harassment,
discrimination, or
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