EXHIBIT 10.14
VOLUNTARY SEPARATION AGREEMENT
AND RELEASE
THIS VOLUNTARY SEPARATION AGREEMENT
AND RELEASE (this "Agreement") is entered into as of the date
hereinafter set forth by and between Ventana Medical Systems, Inc.,
(the "Company" or "Ventana"), and Mr. Tim B. Johnson
("Mr. Johnson").
WHEREAS, Mr. Johnson has been
employed by Company since February 14, 2002; and
WHEREAS, the parties have agreed to
sever their employment relationship on an amicable basis, and
settle any claims or disputes between them.
Now, THEREFORE, in consideration of
the promises and the mutual covenants and understandings set forth
hereafter, the parties agree as follows:
Introduction:
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1.
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Mr. Johnson’s last day of active
employment as Senior Vice President, GBS with Ventana will conclude
effective the close of business, January 5, 2007.
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2.
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Mr. Johnson will assume the role of
Operations Specialist from January 6, 2007 through
March 30, 2007 with no change in base pay.
Mr. Johnson’s last day of active employment with Ventana
will conclude effective the close of business, March 30,
2007.
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3.
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All earned PTO
will be used during Operations Specialist employment.
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SECTION I
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4.
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Mr. Johnson is entitled to receive the
Benefits and Compensation listed below in this Paragraph 4
regardless of Mr. Johnson’s decision to sign this
Agreement:
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(a)
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Mr. Johnson will receive
the 2006 bonus per the bonus plan, to be paid in cash, less
authorized and required deductions, on the same date on which
bonuses are paid to other Company vice presidents receiving
bonuses.
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(b)
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These payouts will be paid in a
lump sum and subject to and reduced by any and all payroll taxes,
required withholding, and other authorized or required
deductions.
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(c)
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Mr. Johnson is eligible to
continue his healthcare (medical, dental and vision) which will
continue through the end of the termination month. Mr. Johnson
will be eligible to continue these benefits for himself and
eligible dependents up to 18 months under COBRA. Details of COBRA
rights and responsibilities will be forwarded to Mr. Johnson
upon notice of termination to Ventana payroll.
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(d)
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Within fifteen
(15) days, Mr. Johnson must complete all travel and
expense reports, in accordance wit7hVentana’s regular
requirements, and settle all advances. Mr. Johnson will be
reimbursed for travel and other expenses, for those expenses
reported in the normal manner.
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SECTION II
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5.
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In addition to
the Benefits and Compensation listed under Section I,
Mr. Johnson will receive, subject to Section III, Paragraph 8,
the following consideration (collectively, the "Separation Pay") if
Mr. Johnson elects to sign this Agreement: Mr. Johnson
understands that Ventana is agreeing to provide the Separation Pay
in part because of and in exchange for the release of claims and
other provisions provided in Section III (below) and that the
Separation Pay is in addition to any other payment or things of
value to which Mr. Johnson may already be entitled or is
receiving from Ventana:
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(a)
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Additional
severance payment in the gross amount of $10,000.00 per pay period
consistent with Ventana’s practices, for 13 weeks (April 1,
2007 through June 30, 2007). This severance will be subject to
and reduced by any and all payroll taxes, required withholding, and
other deductions. Ventana also agrees to pay COBRA premiums for
April through June, 2007 should Mr. Johnson elect COBRA
coverage as mentioned in Section I, Paragraph 4, part (c),
above.
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(b)
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If
Mr. Johnson notifies Ventana in writing that he has not
accepted an offer of full-time employment as of June 30, 2007,
then he will receive an additional severance payment of 6 weeks
from July 1, 2007 through August 10, 2007 at his current
pay. If Mr. Johnson has not accepted an offer of full-time
employment as of June 30, 2007 Ventana also agrees to pay
COBRA coverage through August 2007.
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SECTION III
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6.
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Mr. Johnson understands and acknowledges
that the National Labor Relations Act, Title VII of the Civil
Rights Act of 1964, as amended, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act, the Americans With
Disabilities Act, the Vietnam Era Veterans’ Readjustment
Assistance Act of 1974, the Arizona Civil Rights Act, the Arizona
Employment Protection Act (collectively the "Acts") and other
applicable federal, state or local laws provide the right to an
employee to bring charges, claims, or complaints against an
employer if the employee believes he has been discriminated against
on a number of bases including race, ancestry, color, religion,
sex, pregnancy, marital status, national origin, age, status as a
veteran of the Vietnam era, and physical or mental disability or
medical condition. Mr. Johnson, with full understanding of the
rights afforded him under these Acts, statutes and laws, agrees
that he will not file or cause to be filed against Ventana, or the
Release Parties (as hereinafter defined), any charges, complaints,
or actions based on any alleged violation(s) of these Acts,
statutes and laws, or any successor or replacement Acts, statutes
or laws. Mr. Johnson hereby waives any rights to assert a
claim for any relief available under these Acts, statutes and laws
(including, but not limited to, back pay, attorney fees, damages,
reinstatement and/or other injunctive relief) he may otherwise
recover based upon any alleged violation(s) of these Acts, statutes
and laws, or any successor or replacement Acts, statutes or laws.
This release excludes any claim which cannot be released by private
agreement.
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7.
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In
consideration of the Separation Pay and other covenants set forth
herein, including the confidentiality covenants set forth herein,
and with full understanding of the rights afforded him under at law
or under the Acts, Mr. Johnson, in his individual capacity,
and marital community capacities, on behalf of his marital
community, and on behalf of his descendents, dependents, heirs,
executors, administrators, assigns, successors, agents, and
attorneys, past, present and future, and each of them, in their
respective and individual capacities, hereby covenants not to sue
Ventana and fully releases and discharges Ventana, and its
officers, directors, partners, shareholders, affiliates,
subsidiaries, divisions, joint ventures, assigns, successors,
agents, employees, attorneys, and insurers, past, present and
future, and each of them, in their representative and individual
and marital capacities (hereinafter collectively referred to as
"Released Parties") from any and all claims, judgments, back pay,
front pay, compensatory and punitive damages, emotional distress
claims, harm to reputation claims, wages, demands, rights, liens,
agreements, contracts, covenants, torts, actions, suits, causes of
action, actions alleging illegal harassment or discrimination under
local, federal or common law, obligations, debts, costs, expenses,
attorneys’ fees, damages, orders and liabilities of whatever
kind or nature in law, equity or otherwise, whether known or
unknown, whether matured or unmatured, which Mr. Johnson has,
may now have, or at any time heretofore had or hereafter has
against Released Parties, arising out of or in any way connected
with Mr. Johnson’s employment relationship with Ventana,
Mr. Johnson’s resignation or termination from
employment, or based on any other transactions, occurrences, acts,
or omissions or any loss, damage or injury whatever, known or
unknown matured or unmatured, resulting from any act or omission by
or on the part of Ventana or the Released Parties, or any of them,
committed or omitted prior to the date of this Agreement. All such
Claims are forever barred by this Agreement and without regard to
whether these Claims are based on any alleged breach of duty
arising in contract or tort; any alleged employment discrimination
or other unlawful discriminatory act; or any claim or cause of
action regardless of the forum in which it may be brought,
including, without limitation, claims for breach of contract,
wrongful termination, defamation, intentional infliction of
emotional distress or under the National Labor Relations Act, Title
VII of the Civil Rights Act of 1964, as amended, the Civil Rights
Act. of 1991, the Age Discrimination in Employment Act, the
Americans With Disabilities Act, the Vietnam Era Veterans’
Readjustment Assistance Act of 1974, the Employee Retirement
Security Income Act, the Arizona Civil Rights Act, the Arizona
Employment Protection Act, the Arizona Wage & Hours Laws,
and other applicable federal, state and local laws, or any
successor or replacement statutes and all claims under statutory
and common law, and all claims under statutory or common law, all
other statutory rights, all common law rights, claims for sick
leave, holiday pay, vacation pay, life insurance, or any other
fringe benefit of Ventana (other than as described in Section
I
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