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Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release ("Agreement") is
entered into by and between Deborah Neymark ("Employee") and
Vascular Solutions, Inc. ("Employer").
WHEREAS, Employee’s services for the Employer will
terminate on the close of business on August 15, 2008 (the
"Employment Termination Date"); and
WHEREAS, Employee and Employer desire to fully and finally
settle all issues, differences and actual and potential claims
between then, including, but in no way limited to, any claims that
might arise out of Employee’s employment with Employer and
the termination thereof;
NOW, THEREFORE, in consideration of the mutual promises
contained herein, Employer and Employee agree as follows:
1. Employee
represents, understands and agrees that her employment with
Employer terminates on August 15, 2008 (the "Employment Termination
Date"). Employee agrees to assist in the transition of her work and
responsibilities to representatives of the Tamarack Group and to be
generally available for responding to questions and providing
information on an as-needed and as-available basis through December
31, 2008. The Employee will coordinate her services solely through
the representatives of the Tamarack Group. The provision of these
transition services will not interfere with Employee’s
ability to accept and perform full-time employment with another
business prior to December 31, 2008.
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2.
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In consideration of Employee’s services and
agreements hereunder, Employer agrees to provide to Employee the
following payments and benefits:
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(a)
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Through the Employment Termination Date, the
Employer will continue Employee’s current salary and
benefits.
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(b)
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Employee’s final paycheck will include
payment for all accrued and unused vacation time through the
Employment Termination Date.
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(c)
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Between the Employment Termination Date and
December 31, 2008, Employer will continue to pay Employee an amount
equal to Employee’s current base salary as a consulting
payment in normal bi-weekly payroll increments, subject to Employee
continuing to assist in providing transition services as outlined
in paragraph (a) and complying with all other aspects of this
Agreement.
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(d)
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Within five working days after the completion and
submission of a properly completed expense report (which shall be
submitted by Employee prior to August 8, 2008), the Employer will
reimburse the Employee for all outstanding legitimate business
expenses.
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(e)
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Employee will receive benefits under the
Employer’s health insurance plan through August 31, 2008.
Employer will pay the amounts due under COBRA for the continuation
of Employee’s health benefits through December 31, 2008.
Thereafter, Employee will continue to be eligible under COBRA for
continuation coverage at her expense.
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(f)
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Employee’s participation as an employee
under the Employer’s stock option plan, stock purchase plan
and all bonus plans shall terminate as of the Employment
Termination Date. No bonus shall be earned or paid for 2008 under
the Employer’s bonus plan.
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(g)
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The payments and benefits called for in this
paragraph 2 shall be in lieu of, and discharge, any obligations of
Employer to Employee for compensation or any other expectations of
remuneration or benefit on the part of the Employee, including any
accrued vacation time, compensation time or any other benefit owed
to Employee.
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3.
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As an essential inducement to Employer to enter
into this Agreement, and as consideration for the foregoing
promises of Employer, Employee agrees as follows:
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(a)
Employee acknowledges that during his/her employment with Employer
he/she has been exposed to, or acquired, Confidential Employer
Information as defined hereafter in this subparagraph. Employee
understands and agrees that such confidential Employer Information
has been disclosed to him/her in confidence and for the sole
benefit of the Employer. Employee agrees that commencing on the
date of this Agreement he/she (i) will diligently protect the
confidentiality of all confidential Employer Information; (ii) will
not disclose or communicate any confidential Employer Information
to any third party without writ
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