EXHIBIT 10.1
SEPARATION AGREEMENT AND
GENERAL RELEASE
This Separation Agreement and General Release
(“Agreement”) dated February 28, 2009 is between
Eric Walters (for himself, his spouse, family, agents and attorneys
collectively, “Executive” or
“You”)), and AdvanSource Biomaterials Corporation (the
“Company”).
WHEREAS, Executive and the Company previously
entered into an Employment Agreement dated as of the 3
rd day of April, 2006 and an amendment thereto
dated 10 th
day of July 2007, which was
effective on the 1 st day of April 2007 (collectively, all of the
foregoing agreements shall be referred to as the “Previous
Agreements”);
WHEREAS, Executive and the Company desire for
this Agreement to supersede all Previous Agreements as of the
effective date of Executive’s resignation; and
WHEREAS, Executive and the Company acknowledge
that this Agreement is desirable and would not otherwise be entered
into unless the Agreement supersedes the Previous Agreements as of
the effective date of Executive’s resignation;
WHEREAS, Executive and the Company desire for
this Agreement to resolve amicably and on mutually satisfactory
terms any and all issues relating to the Executive’s
resignation from employment with the Company;
WHEREAS, Executive desires to resign his
position as Vice President and Chief Financial Officer and the
Company recognizes Executive’s valuable service to the
Company;
NOW, THEREFORE, in consideration of the mutual
promises and forbearances set forth in this Agreement, and other
good and valuable consideration which Executive and the Company
hereby acknowledge, Executive and the Company agree as
follows:
a. Background
and Recitals . The foregoing Background and
Recitals are incorporated into and made a part of the Terms and
Conditions of the Agreement.
b. Resignation
of Employment . Executive resigns his position
with the Company as Vice President and Chief Financial Officer as
of the date of this Agreement.
2.
Severance
Benefit . In connection with the termination
of Executive’s employment with the Company effective February
28, 2009, if Executive sign and does not revoke this Agreement,
Executive will receive the following Severance Benefits:
|
|
34 weeks of
Salary Continuation, paid on regularly scheduled Company paydays,
less legally required federal and state payroll deductions (also
referred to the “Severance Pay”).
|
|
|
If Executive
was enrolled in the Company’s medical, dental, and vision
plans on his termination date, he may elect to continue his
participation and that of his eligible dependents in those plans
under the federal law known as COBRA. If Executive does
so by signing and returning the COBRA election form no later than
the date he signs and returns this Agreement, then the Company will
pay the Company’s share of premiums for his coverage and that
of his eligible dependents for 34 weeks, or until he becomes
eligible for equivalent coverage through a new employer, whichever
is shorter. At the conclusion of 34 weeks, if Executive
remains eligible for COBRA, he may continue his enrollment in these
plans but will be responsible for all premiums. In no
event will he be eligible for coverage longer than the period
provided for under COBRA.
|
Severance
Benefits will begin on the first regularly scheduled payday after
the Effective Date of this Agreement, as defined in paragraph 13
below.
3.
General Release
. In exchange for the Severance
Benefits described in paragraph 2, by signing this Agreement,
Executive is are waiving and releasing all known or unknown claims
of every kind and nature he have or may have, as of the day he
signs this Agreement, against the Company, its parent,
subsidiaries, predecessors, successors, affiliates, trustees,
officers, directors, fiduciaries, insurers, employees and agents
(jointly “the Released Parties”) arising out of your
employment, including the termination of his
employment. The claims
Executive
is releasing include, but are not limited to, any and
all allegations that the Released Parties:
|
|
discriminated
against Executive in violation of the Age Discrimination in
Employment Act (“ADEA”), the Family and Medical Leave
Act, or on the basis of race, color, sex (including sexual
harassment), national origin, ancestry, disability, religion,
sexual orientation, marital status, parental status, veteran
status, source of income, entitlement to benefits, union
activities, or any other status protected by local, state or
federal laws, constitutions, regulations, ordinances or executive
orders; or
|
|
|
violated the
Company’s personnel policies or procedures, any covenant of
good faith and fair dealing, or any express or implied contract of
any kind; or
|
|
|
violated public
policy, statutory or common law, including claims
for: personal injury; invasion of privacy; retaliatory
discharge; negligent hiring, retention or supervision; defamation;
intentional or negligent infliction of emotional distress and/or
mental anguish; intentional interference with contract; negligence;
detrimental reliance; loss of consortium to Executive or any member
of his family; and/or promissory estoppel;
|
|
|
are in any way
obligated for any reason to pay Executive damages, expenses,
litigation costs (including attorneys’ fees), wages and/or
penalties, backpay, frontpay, disability or other benef
|
|
