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Exhibit
10.29
SEPARATION AGREEMENT
AND RELEASE
THIS SEPARATION AGREEMENT
AND RELEASE (“Agreement”) is entered into as of
this 31 st
day of October, 2007, by and
between MSC-Medical Services Company, on behalf of itself, any
subsidiaries, parent(s) and related or affiliated entities and
their past, present or future directors, administrators, officers,
employees, shareholders, agents, attorneys, representatives and
assigns (collectively, “MSC”), and Craig Rollins
(“Employee”). Employee has decided to resign and
therefore, the parties have agreed to terminate their employment
relationship effective November 1, 2007. In conjunction with
this Agreement and in exchange for the good and valuable
consideration consisting of the mutual promises, covenants and
compensation as set forth below, the sufficiency of which is
acknowledged by both parties, it is agreed as
follows:
1. Resignation from
Employment . Effective November 1, 2007, Employee is
no longer an employee of MSC.
2. Payments .
In connection with Employee’s resignation of employment, MSC
agrees to provide Employee with certain compensation to which
Employee would not be entitled absent Employee’s execution of
this Agreement. Employee shall receive the following:
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(a) |
MSC agrees to pay Employee severance pay in an amount equal to
two (2) months of his base salary in effect as of the date
hereof (less tax-related payroll deductions) (the “Severance
Pay”) to be paid in accordance with MSC’s normal pay
practices commencing on November 1, 2007 through
December 31, 2007 (the “Severance
Period”). |
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(b) |
Should Employee elect continuing medical and dental benefits
under COBRA, MSC agrees to pay Employee’s COBRA premium
payments during the Severance Period. All other benefits shall
cease. After the expiration of the Severance Period, Employee may
continue such coverage for any remaining period of eligibility,
provided Employee pays the entire cost of the premiums then in
effect. |
3. Severance Period
Duties . During the Severance Period, Employee agrees to
assist MSC in duties as assigned by the Chief Executive Officer or
the Board of Directors of MSC from time to time (up to, and not to
exceed, 15 hours per week during the Severance Period), including
but not limited to, cooperating in the transitioning of any matters
associated with the Employee’s former duties as Executive
Vice President of Sales. In the event said duties cause Employee to
travel to meet with MSC’s customers, MSC shall pay or
reimburse Employee for all reasonable travel, entertainment and
other expenses incurred by him in connection with the performance
of these duties in accordance with the policies and procedures of
MSC.
4. No Admission
. This Agreement is not an admission by MSC that it has acted
wrongfully and MSC respectively disclaims any liability to
Employee. MSC enters into this Agreement solely for the purpose of
maintaining an amicable and cooperative relationship with
Employee.
5.
Confidentiality/Non-disclosure of Agreement .
Employee agrees that the terms of this Agreement are confidential
and further agrees not to disclose the facts, terms, or amount of
compensation provided to him to any person other than his attorney,
spouse, income tax preparer, or similar professional, or as
required by a lawfully issued subpoena. To the extent that Employee
discloses this information to these persons, he agrees to instruct
all such professionals or his spouse that this information must be
kept confidential.
6.
Confidentiality/Non-disclosure of MSC Information .
Employee agrees that he will not divulge or give anyone any
confidential information obtained by him during his employment with
MSC as to matters involving MSC’s business or affairs,
including, without limitation, information relating to the clients,
business plans, or other proprietary information or trade secrets
and as to MSC’s relationships with actual or potential
clients or the needs or requirements of such clients. Employee also
agrees not to disclose any information concerning legal matters or
confidential information in which MSC is involved, except as
required by a lawfully issued subpoena. In the event Employee
receives any such subpoena, he will immediately notify the Director
of Human Resources for MSC.
7.
Noncompetition/Non-Solicitation . Employee agrees, to
the extent and on the terms set forth below, not to utilize his
special knowledge of the business of MSC and his relationships with
customers and suppliers of MSC or others to compete with MSC. For a
period beginning on the date hereof and ending two years from the
date on which the Employee ceases to be employed by MSC (the
“Non-Compete Period”), the Employee shall not, except
as an employee or agent of MSC, engage or have an interest,
anywhere in the United States of America or any other geographic
area where MSC did business as of the date hereof or at any time
during the Employee’s employment by MSC or in which its
products or services are or were marketed or sold, alone or in
association with others, as principal, agent, partner, stockholder,
or through the investment of capital, lending of money or property,
rendering of services or otherwise, in any business competitive
with or similar to that engaged in by MSC as of the date hereof or
by MSC at any time during Employee’s employment by MSC.
During the Non-Compete Period, the Employee shall not, except as an
employee or agent of MSC, directly or indirectly, on behalf of
himself or any other person or entity, (a) call upon, accept
business from, or solicit the business of any person or entity who
is, or who had been at any time during the preceding two years or
at any time during the Employee’s employment by MSC, a
customer of MSC or any successor to the business of MSC (each a
“Customer”), or otherwise divert or attempt to divert
any business from MSC or any successor or otherwise induce,
request, advise or persuade any Customer to cease to do business
with or reduce the amount of business which such Customer has
customarily done or is reasonably expected to do with MSC or any
successor (provided, that this subsection shall not be deemed to
preclude Employee from calling upon any such Customers for their
business with respect to procurement of marketing and/or
promotional materials); or (b) recruit or otherwise solicit or
induce any person who is an employee of, or otherwise engaged by,
MSC, or hire any such person until one (1) year after such
person has left the employ of MSC, or any such successor or any
person with whom such person was placed for employment or
engagement during the preceding one year. The Employee shall not at
any time, directly or indirectly, except as an employee or agent of
MSC, use or purport to authorize any person or entity to use any
name, mark, logo, trade dress or other identifying words or images
which are the same as or similar to those used currently or in the
past by MSC in connection with any product or service, whether or
not such use would be in a business competitive with that of
MSC.
8.
Nondisparagement . The Employee shall not (and shall
cause his representatives and agents or any entity or business
directly or indirectly controlled by him to not) commit any act or
omission that would tend to disparage or adversely affect the
reputation of MSC or any present or future subsidiaries, parents or
affiliates of MSC or any of its principals, officers, directors,
shareholders, members, employees, businesses or operations. Without
in any way limiting the generality of the foregoing, the Employee
shall not (and shall cause his representa
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