Exhibit 10.1
SEPARATION AGREEMENT
This
Separation Agreement (hereafter “ Agreement
”) is entered into by and between Terry Dauenhauer
(“Dauenhauer”) and INNOVEX, INC.
(“INNOVEX”).
R E C I T A L S:
WHEREAS , INNOVEX entered into an Amended and
Restated Employment Agreement effective December 31,
2008, with Dauenhauer (the “Employment Agreement”);
and
WHEREAS , Dauenhauer is currently employed by INNOVEX as
the Chief Executive Officer and is a member of the Board of
Directors of INNOVEX; and
WHEREAS , Dauenhauer desires to voluntarily resign his
employment with Innovex and resign as a member of the
Board of Directors of INNOVEX; and
WHEREAS , Dauenhauer and INNOVEX desire to end
the employment relationship on the terms set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein, and for other good and valuable
consideration, the receipt and sufficiency of which are
specifically acknowledged by INNOVEX and Dauenhauer, the Parties
(INNOVEX and Dauenhauer) knowingly and voluntarily agree as
follows:
A G R E E M E N T S:
1. Separation of Employment
. Dauenhauer and INNOVEX agree that Dauenhauer’s
last day of employment with INNOVEX and the effective date of his
resignation as an officer, employee and a member of the Board of
Directors of INNOVEX is October 12, 2009 (“Separation
Date”).
2. Dauenhauer’s
Agreements . In consideration of the terms of this
Agreement, the severance and benefits described below, and other
good and valuable consideration described herein, Dauenhauer agrees
as follows:
(a)
Receipt of All Compensation Due . Dauenhauer
agrees that he is not owed any payments or benefits related to his
employment with INNOVEX, or the termination thereof, except as
provided for and agreed to in this Agreement.
(b)
Release of Claims . Dauenhauer agrees to release,
agrees not to sue, and forever discharges INNOVEX, its present and
former parent or holding companies and affiliated entities,
shareholders, officers, directors, employees, representatives,
consultants, insurers and agents, and the successors and assigns of
each, whether in their individual or official capacities
(collectively, “Releasees”), for and from any and all
manner of claims, demands, actions, causes of action,
administrative claims, liability, damages, claims for punitive or
liquidated damages, claims for attorney's fees, costs and
disbursements, individual or class action claims, or demands of any
kind whatsoever, he has or might have against them or any of them,
whether known or unknown, in law or equity, contract or tort,
arising out of or in connection with his employment with INNOVEX,
or the termination of that employment, or otherwise, however
originating or existing, from the beginning of time through the
date of his signing this Agreement.
Dauenhauer releases and discharges
Releasees not only from any and all claims that he could bring on
his own behalf, but also those that may or could be brought by any
other person or organization on his behalf, and agrees not to
voluntarily become a member of any class or to voluntarily
participate in any proceeding or case in which a claim or claims
against Releasees arise, in whole or in part, from any event that
occurred before or as of the date of signing this
Agreement.
Without limiting the generality of
the foregoing, this release includes, but is not limited to, any
claims Dauenhauer may have for wages, bonuses, incentive
compensation, commissions, penalties, deferred compensation,
vacation pay, sick pay, separation benefits or termination pay
under the Employment Agreement, defamation, invasion of privacy,
negligence, emotional distress, improper discharge (based on
contract, common law, or statute, including any federal, state or
local statute or ordinance prohibiting discrimination or
retaliation in employment), alleged violation of the United States
Constitution, Title VII of the Civil Rights Act, 42 U.S.C. §
2000 et seq ., the Age Discrimination and Employment
Act, 29 U.S.C. § 621 et seq .,the Americans with
Disabilities Act, 42 U.S.C. §12101 et seq ., the
Employment Retirement Income Security Act of 1976, 29 U.S.C. §
1001 et seq ., and any claim for discrimination,
harassment or retaliation based on sex, race, color, creed,
religion, age, national origin, or any other protected status under
state, federal or local law.
Dauenhauer affirms that he has not
caused or permitted, and to the full extent permitted by law will
not cause or permit to be filed, any charge, complaint, or action
of any nature or type against Releasees, including but not limited
to any action or proceeding raising claims arising in tort or
contract, or any claims arising under federal, state, or local
laws, or with any state or federal agencies. If he
files, or has filed on his behalf, an action of any nature, he
agrees that the payments and benefits described in this Agreement
are in complete satisfaction of any and all claims in connection
with such action.
(c)
Notice of Rights Pursuant to the Federal Age Discrimination in
Employment Act . Dauenhauer acknowledges and agrees
that he has the right to consult with an attorney of his choice
prior to signing this Agreement. Dauenhauer
als
