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Separation Agreement

Release Agreement

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Governing Law: Minnesota     Date: 3/31/2006
Industry: Medical Equipment and Supplies     Sector: Healthcare

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This Separation Agreement (“Agreement”) and Release, which is attached hereto and incorporated by reference as Exhibit A (“Release”), are made by and between Wesley G. Peterson on behalf of himself, his agents, heirs, executors, administrators, and attorneys (“Peterson” or “Employee”) and Optical Sensors Incorporated d/b/a väsamed and its related corporations, parent corporation, subsidiaries, successors and assigns, present or former officers, directors, shareholders, agents, assigns, employees, and attorneys, delegates, benefit plans and plan administrators, and insurers, whether in their individual or official capacities (“Employer” or “väsamed”).

WHEREAS, the parties to this Agreement have mutually agreed to settle and resolve all actual and potential claims, threatened causes of action, and matters arising out of Employee’s employment with and separation from Employer, and which have been or could be brought against Employer; and

WHEREAS, the parties to this Agreement have considered their rights, options and alternatives under this Agreement and the attached Release.

NOW, THEREFORE, in consideration of the foregoing recitals and all of the terms and conditions set forth herein, the parties agree as follows:

1. Separation Date . By this Agreement, the Parties jointly agree that Employee’s last date of employment with Employer shall be effective at the end of business on March 31, 2006 (“Separation Date”). Until the Separation Date, Employee will continue to receive his full current salary, and will continue his full current participation in the Employer’s employee benefit plans, consistent with the terms of those plans.

2. Release . The Employee will execute the Release attached hereto as Exhibit A on March 31, 2006, or such other date mutually agreed upon in writing by the parties.


















3. Payment and other Consideration . The Employer will, after receipt of an executed Agreement and Release, and after the expiration of all rescission periods regarding that Release, provide the Employee with the following consideration:




Severance Payment : Employer will pay the Employee a lump sum severance payment, subject to applicable withholding taxes, in the gross amount of Thirty-Eight Thousand Three Hundred Thirty Three and 33/100 Dollars ($38,333.33) (“Severance Payment”). The parties agree that this amount shall constitute sufficient consideration to support this Agreement and Release. The Employee shall not receive any separate or additional payment for holidays, or other days, nor will any 401(k) contributions be taken from that Severance Payment, and no 401(k) match will be made as a result of that distribution.

The foregoing Severance Payment shall be subject to legally required state and federal income tax withholding, employee FICA contributions, and any other deductions from gross pay required by law.




Benefit Continuation : On or after March 31, 2006, Employer shall provide the Employee with information and election materials regarding continuation coverage in accordance with applicable state and/or federal law.




Agreement Not to Contest Claim for Unemployment Benefits . The Employer will not contest the Employee’s claim for unemployment benefits, although the Employer may dispute inaccurate factual allegations in any related claim or proceeding. Employer will cooperate with the Department of Economic Security and provide the Department with information about Employee as requested.




Agreement Not to Contest Re: Spousal Maintenance . Employer agrees not to contest, refute, deny or otherwise challenge, except in response to a request for verification by any court, administrative agency, or other governmental unit, or by any third party pursuant to a valid subpoena, any characterization of the termination of Employee’s employment (as being either a voluntary resignation or an involuntary discharge of employment) that Employee may hereafter choose to include as part of an attempt by Employee to modify his current spousal maintenance obligations. In the event that such inquiry is made by any court, administrative agency, other governmental unit, or by any third party pursuant to a valid subpoena, Employer shall truthfully respond to such inquiry. Nothing in this Agreement shall impose on Employer any responsibility for or liability arising out of any effort by Employee to modify his spousal maintenance and Employee shall indemnify Employer for reasonable attorney’s fees and expense incurred by Employer relative to such effort.




Severance Payment is Additional Compensation. The parties agree that the Consideration set forth in Section 3 is over and above anything owed to Employee by law or contract, and will be provided to Employee in exchange for, and specifically contingent upon, his entering into this Agreement and the attached Release.




















Modification of Effect of Separation on Options . The parties agree that each of Employee’s option agreements is amended to the extent necessary to provide that each option or portion thereof vested as of the Separation Date will remain exercisable through the date set forth on Exhibit B; provided, however, no further options will vest subsequent to the Separation Date and all other terms of each applicable option agreement and the Employer’s 1993 Stock Option Plan will remain in effect, including, but not limited to, the term of each option and the ability to terminate all rights of Employee with respect to the options in the event Employee materially breaches the terms of any confidentiality or non-compete agreement entered into with the Employer.

4. Compliance with Prior Agreements and Employer Policies Regarding Confidentiality . The Employee remains bound by the continuing obligations to which he agreed under his Employee Non-Compete Agreement and Employee Confidentiality and Assignment of Inventions Agreement, the terms of which are hereby incorporated by reference into this Agreement.

5. Employee Warranties and Covenant Not to Sue . Employee warrants and represents that he has not heretofore assigned or transferred in any manner, or purported to assign or transfer in any manner, to any person or entity, any claim or portion thereof or interest therein that is the subject of this Agreement. Employee further warrants that he has not filed nor caused to be filed any claims, complaints, or actions against Employer before any federal, state, or local court, administrative agency, arbitration organization, or other forum. Employee further understands that he will not have any right to receive or retain the payments described in Section 3 of this Agreement if he commences or is part of a legal action that is based on any claim waived under the Release. Upon the occurrence of any such event (aside from an action brought to challenge the validity of a release of claims covered by the Age Discrimination in Employment Act or the Older Worker’s Benefit Protection Act), the Employee will forfeit to the Employer the payments described in Section 3 of this Agreement, and the value of any other consideration he received pursuant to this Agreement. Employee will also be liable to Employer for attorneys fees and costs directly incurred by the Employer in defending any claim released by Employee under this Agreement.

This covenant not to sue does not apply to an action brought to challenge the validity of a release of claims covered by the Age Discrimination in Employment Act or the Older Worker’s Benefit Protection Act.

6. Non-Disparagement . The parties to this Agreement agree that they will make no disparaging comments regarding the other parties in any respect or make any comments concerning any aspect of their relationship or the conduct or events which precipitated Employee’s separation or negotiation of this Agreement. Furthermore, each party agrees not to assist or encourage in any way any individual or group of individuals to bring or pursue a lawsuit, charge, complaint, or grievance, or make any other demands against the other party. In any and all future proceedings of whatever nature, each party agrees that he/it will testify truthfully and will testify against the other party to this Agreement only to the extent that he/it is compelled to do so by a lawful subpoena or other judicial or administrative action.


















7. Non-Admissions . The parties expressly deny any and all liability or wrongdoing and agree that nothing in this Agreement shall be deemed to represent any concession or admission of such liability or wrongdoing or any waiver of any defense.

8. Severability . In case any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired thereby.

9. Return of Property/Commitment to Cooperate in Transition . Employee agrees that both before and after the Separation Date, he will assist and cooperate with the Employer in the transition of his responsibilities to other väsamed employees. Employee also agrees to return, on or before his last day of active employment, all Employer property in Employee’s possession or control, including any computers, fax machin

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