SEPARATION AND GENERAL RELEASE
AGREEMENT
This Separation
and General Release Agreement (this “Agreement”) is
being entered into as of this 20th day of March 2007, by and
between IsoTis, Inc., a Delaware corporation (the
“Company”), and Alan Donze, an individual
(“Employee”) (each of the Company and Employee is
sometimes hereinafter referred to individually as a
“Party” and collectively as the “Parties”),
with respect to the following facts.
WHEREAS, Employee
and IsoTis SA were the parties to that certain Employment Agreement
(the “2006 Employment Agreement”) dated as of
May 17, 2006, and Employee’s position with IsoTis SA was
Vice President of Sales.
WHEREAS, the
Company acquired IsoTis SA in or about
January 2007.
WHEREAS, Employee
and the Company are the parties to that certain Employment
Agreement dated as of January 31, 2007, as amended by that
certain Amendment to Employment Agreement dated as of
February 22, 2007 (collectively, the “2007 Employment
Agreement” and with the superseded 2006 Employment Agreement,
the “Employment Agreements”). Terms not defined herein
and defined in the 2007 Employment Agreement shall have the
meanings ascribed to them in the 2007 Employment
Agreement.
WHEREAS, Employee
is currently employed by the Company as Senior Vice President of
Sales (the “Position”).
WHEREAS, the
Parties wish to terminate their employment relationship subject to
the terms and conditions set forth below.
WHEREFORE in
consideration of the foregoing premises and the terms and
conditions set forth below, the Parties agree as
follows:
a.
Termination Date. Employee hereby voluntarily resigns his Position
and his employment with the Company as of April 5, 2007 (the
“Termination Date”). Except as otherwise provided for
in this Agreement, the rights and obligations of Employee and the
Company under the Employment Agreements shall terminate on the
Termination Date and shall have no further force or effect after
the Termination Date.
b.
In lieu of any compensation, benefits or severance under the
Employment Agreements, the Company and Employee agree as
follows:
(1) Employee
may retain the Apple computer provided to him by the Company,
provided that Employee removes any Company information or
data.
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(2) On
the Termination Date, the Company shall pay to Employee the 2006
Bonus Payment that would have paid on June 1, 2006 had he
remained employed through that date in the amount of one hundred
twenty thousand dollars ($120,000), less applicable
withholding.
c.
No Future Compensation or Benefits. Except as provided for in this
Agreement, Employee understands and agrees that he is giving up any
right or claim to further compensation from the Company, and that
he has no further rights, and the Company has no further
obligations under the Employment Agreements.
d.
Announcements. Employee and the Company agree that the Company may
release an internal announcement of Employee’s departure from
the Company and external announcements as required by law and/or as
it deems appropriate for business purposes. With regard to the
circumstances of Employee’s departure, the announcements
shall state that Employee resigned his employment with the Company
and his resignation was accepted. To the extent required by law,
the Company shall report the terms of separation.
2.
Releases by Employee .
a.
Employee Release . In exchange for the consideration set
forth in this Agreement, Employee does hereby release and forever
discharge the “Company Releasees” herein, consisting of
the Company, its parent, subsidiary and affiliate corporations, and
each of their respective past and present parents, subsidiaries,
affiliates, associates, owners, members, stockholders,
predecessors, successors, assigns, employees, agents, directors,
officers, partners, representatives, lawyers, and all persons
acting by, through, under, or in concert with them, or any of them,
of and from any and all manner of claims or causes of action, in
law or in equity, of any nature whatsoever, known or unknown, fixed
or contingent (hereinafter called “Claims”), that
Employee now has or may hereafter have against the Company
Releasees by reason of any and all acts, omissions, events or facts
occurring or existing prior to the date hereof. The Claims released
hereunder include, without limitation, any alleged breach of any
express or implied agreement (including, without limitation, the
Employment Agreements); any alleged torts or other alleged legal
restrictions relating to Employee’s employment by the Company
and the termination thereof; and any alleged violation of any
federal, state or local statute or ordinance including, without
limitation, Title VII of the Civil Rights Act of 1964, as amended,
42 USC Section 2000, et seq .; Americans with
Disabilities Act, as amended, 42 U.S.C. § 12101 et
seq .; the Rehabilitation Act of 1973, as amended, 29 U.S.C.
§ 701 et seq .; Civil Rights Act of 1866, and
Civil Rights Act of 1991; 42 USC Section 1981, et
seq .; Equal Pay Act, as amended, 29 USC
Section 206(d); regulations of the Office of Federal Contract
Compliance, 41 CFR Section 60, et seq .; The
Family and Medical Leave Act, as amended, 29 U.S.C. § 2601
et seq .; the Fair Labor Standards Act of 1938, as
amended, 29 U.S.C. § 201 et seq .; the Employee
Retirement Income Security Act, as amended, 29 U.S.C. § 1001
et seq .; and the California Fair Employment and
Housing Act, California Government Code Section 12940,
et seq . This release shall not apply to the
Company’s obligations under this Agreement or to the
Company’s obligations under applicable law, including,
without limitation, California Labor Code Section 2802, to
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