SEPARATION AGREEMENT AND
RELEASE
This Separation
Agreement and Release together with Exhibits
(“Agreement”) is made by and between VNUS Medical
Technologies, Inc. (the “Company”), and Scott Cramer
(“Employee”).
WHEREAS, Employee
was employed by the Company;
WHEREAS, the
Company and Employee have agreed that the Employee’s
employment relationship with VNUS will end as of the Effective
Date;
NOW THEREFORE, in
consideration of the mutual promises made herein, the Company and
Employee (collectively referred to as “the Parties”)
hereby agree as follows:
1.
Effective Date . The Parties agree that Employee’s
employment ends as of April 6, 2007 (the “Effective
Date”).
2.
Compensation . Employee understands that it is the
Company’s position that it is not required to pay severance
benefits to Employee. However, to assist Employee in transition to
new employment, and in consideration for the promises below, the
Company shall pay to Employee his current base salary as of the
date of his separation for three (3) months, in accordance
with the Company’s normal payroll practice, ending
July 15, 2007. The severance shall be less appropriate
deductions for federal and state withholding and other legally
required deductions. Also, from April 6, 2007 through
July 6, 2007, the Employee will make himself reasonably
available by telephone or e-mail during normal business hours, as
requested by the Company, to provide non-paid consulting services.
Also, Employee is entitled to receive the bonus payment due to him
for the first quarter of 2007, as calculated under Employee’s
bonus plan, and payable by the Company on or before May 15,
2007.
3.
Benefits. VNUS Medical Technologies will continue current
health benefits through April 2007. After that date, Employee
shall have the right to convert his existing health insurance
benefits to individual coverage pursuant to COBRA. The Company will
pay for Employee’s COBRA premiums once the Company-paid
coverage has ended, for the period of three (3) months.
Information on this coverage will be provided to Employee in his
exit package. All other benefits offered to Employee will cease as
of the Effective Date. If Employee obtains new health insurance
coverage prior to July 30, 2007, he must inform the Company in
writing and his Company-paid COBRA coverage shall cease as of the
date of his new coverage becoming effective.
4.
Company Common Stock . The Stock Agreements between Employee
and the Company are fully incorporated into this Agreement. As of
April 6, 2007, the Employee has a total of 58,229 vested and
exercisable stock options. Vesting of stock options and restricted
stock units will cease on the Effective Date. Employee will have
ninety (90) days after the
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Effective Date
within which to exercise any vested options, which will expire
90 days after the Effective Date.
5.
Company Property . Employee agrees to return to VNUS Medical
Technologies all building keys, pagers, company identification or
passkey cards, printers, scanners, facsimile equipment or other
VNUS Medical Technologies property in his possession or assigned to
him by the Company by April 6, 2007. Employee agrees to return
to the Company all computers assigned to him by the Company by
July 13, 2007.
6.
Confidential Information . Employee shall continue to
maintain the confidentiality of all confidential and proprietary
information of the Company and shall continue to comply with the
terms and conditions of the Confidentiality Agreement between
Employee and the Company. Employee shall return all confidential
and proprietary information in his possession to the Company on the
Effective Date of this Agreement.
7.
Release of Claims . Employee agrees that the foregoing
consideration represents settlement in full of all outstanding
obligations owed to Employee by the Company. Employee, on behalf of
himself, and his respective heirs, family members, executors and
assigns, hereby fully and forever releases the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, from, and agrees not to
sue concerning, any claim, duty, obligation or cause of action
relating to any matters of any kind, whether presently known or
unknown, suspected or unsuspected, that he may possess arising from
any omissions, acts or facts that have occurred up until and
including the Effective Date of this Agreement including, without
limitation,
(a) any and all
claims relating to or arising from Employee’s employment
relationship with the Company and the termination of that
relationship;
(b) any and all
claims relating to, or arising from, Employee’s right to
purchase, or actual purchase of shares of stock of the Company,
including, without limitation, any claims for fraud,
misrepresentation, breach of fiduciary duty, breach of duty under
applicable state corporate law, and securities fraud under any
state or federal law;
(c) any and all
claims for wrongful discharge of employment; termination in
violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and
fair dealing, both express and implied; promissory estoppel;
negligent or intentional infliction of emotional distress;
negligent or intentional misrepresentation; negligent or
intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander;
negligence; personal injury; assault; battery; invasion of privacy;
false imprisonment; and conversion;
(d) any and all
claims for violation of any federal, state or municipal statute,
including, but not limited to, Title VII of the Civil Rights Act of
1964, the Civil
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