Mr. John
J. Puisis
811 Lenox
Glenview, IL 60025
RE:
Severance Agreement and
Release
This will confirm
our proposal concerning the termination of your employment with
Third Wave Technologies, Inc. (“Company”) on
December 14, 2005 (“Separation Date”). In
connection with the separation, the Company offers you the
following benefits:
(1)
The Company shall provide you with the following:
(A)
The Company will pay you your
regular wages through the Separation Date;
(B)
The Company will pay you for any
accrued vacation that you have not used as of the Separation
Date;
(C)
If you participated, you will retain
all your vested rights in the Company’s 401(k)
plan;
(D)
You will receive a severance payment
equal to 24 months of your then current Base Salary,
6/24 th
of which shall be paid in a lump sum
within 3 business days of the Revocation Date, with the balance to
be paid in 18 equal monthly installments (the first installment due
on the first day of the calendar month following the month in which
termination occurs).
(E)
All stock options granted to you
shall immediately be accelerated and shall be considered fully
vested. Notwithstanding anything contained in the Option Grant
Agreements to the contrary, your vested Non-Qualified Stock Options
shall be open for exercise until the latest date on which those
options would expire or are eligible to be exercised under the
Option Grant Agreements, determine without regard to such
termination or resignation; provided, however, that in the event of
a conflict between any Option Grant Agreement this Agreement shall
control. You and the Company acknowledge and agree that such
extended exercise period shall not apply to any Incentive Stock
Options the exercise periods for which shall continue to be
governed by the terms of the Option Grant Agreements. You
understand and agree that any extended exercise period granted to
Incentive Stock Options issued to Executive on or prior to
July 17, 2003 converted those Incentive Stock Options into
Non-Qualified Stock Options.
(F)
The Company will provide you and
your eligible dependents, with the right to participate, at your
own expense, in the plan in accordance with the mandates of the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”). Unless you and, if applicable, your eligible
dependents exercise these rights in a timely manner, coverage under
the Company’s group health insurance plan will cease as of
the last day of the month in which the Separation Date occurred. In
addition, you will receive an amount equal to 1/12
th of 7.6% of your Base Salary payable each month
(the first installment due on the first day of the calendar month
following the month in which termination occurs) in twelve
(12) monthly installments, or a monthly amount equal to
1/12 th
of such greater percentage as may be
in effect for senior employees of the Company immediately prior to
your termination; which amount is intended, but not required, to be
used by you to acquire such medical, dental, hospitalization,
accident, disability, life insurance and any other benefits as you
may determine. As of the Separation Date, you will cease to
participate in all other Company benefit plans.
(G)
You will receive an outplacement
consulting package up to a maximum value of $15,000 that shall be
selected at your discretion.
(H)
The Company agrees not to contest
any claim for unemployment filed after the Separation
Date.
All payments
described above, will be subject to normal deductions for income
and employment taxes and will be made to you no later than the time
required by applicable law.
(2)
Your Undertakings . In exchange for the benefits provided to
you under Paragraph 2, above, you agree as follows:
(A)
You agree, on behalf of yourself,
your heirs, successors and assigns, to release the Company, its
affiliates and subsidiaries and their respective past and present
officers, directors, stockholders, partners, members, agents and
employees (collectively “Released Parties”) from any
claims arising on or before the date you sign this agreement. This
includes, but is not limited to, giving up: (i) any claims
under the Age Discrimination in Employment Act (ADEA) of 1967,
the Older Worker Benefit Protection Act, the Americans with
Disabilities Act, the Employee Retirement Income Security Act, the
Civil Rights Act of 1964, as amended, or claims under any other
federal, state or local employment discrimination or employee
benefit laws, (ii) any defamation, privacy, wrongful discharge
or other tort or breach of co
|
