Exhibit 10.51
SEPARATION AGREEMENT AND GENERAL RELEASE
1. This agreement ("Agreement") is made between Scott Mestman
("Employee") and Intraop Medical Corporation ("Company") and their
owners,
agents, officers, shareholders, employees, directors, attorneys,
subscribers,
subsidiaries, affiliates, successors, assigns and co-employer
TriNet HR
Corporation ("Releasees").
2. Employee is terminated from Company's employment effective the
end
of business day on July 2, 2008. Releasees and Employee desire to
conclude the
termination in an amicable way and outline conditions for which
separation
compensation may be paid.
3. Company agrees to pay Employee continuing salary and
non-recoverable
draw, including current benefits and benefit subsidies, through
September 30,
2008, less all applicable state and federal payroll deductions.
Employee will
further be entitled to the compensation shown on Exhibit A. This
amount will be
paid after the time for revoking this Agreement, as described in
Section 13
below, has expired. Employee acknowledges that Employee is
receiving the
compensation outlined in this section in consideration for waiving
Employee's
right to claims referred to in this Agreement and that Employee
would not
otherwise be entitled to payment in the manner outlined herein.
4. Employee acknowledges receipt of all wages owed and, in exchange
for
the compensation set forth in paragraph 3, forever gives up, waives
and releases
any and all claims, charges, complaints, grievances or promises of
any and every
kind Employee may have up to the date of this Agreement against
Releasees and
related persons, including any and all claims for wages, overtime
wages,
PTO/vacation payments, wage and hour penalties, unreimbursed
expenses, age
discrimination, race or national origin discrimination, physical
handicap and
medical condition discrimination, breach of contract or wrongful
termination
from employment under California and federal laws, including but
not limited to
the United States Civil Rights Act as amended, 42 U.S.C. Section
2000e et seq;
the Age Discrimination in Employment Act of 1967, as amended, 29
U.S.C. Section
621 et seq; and the California Fair Employment and Housing Act,
California
Government Code Section 12900 et seq.
5. Employee agrees that by signing this Agreement and accepting
the
payment described above, Employee gives up any and all rights
Employee may have
to file a claim or complaint of any kind against Releasees or any
related
persons. Employee therefore specifically and freely waives any and
all rights
Employee may have under California Civil Code section 1542, which
states:
"A general release does not extend to claims which the creditor
does
not know or suspect to exist in his favor at the time of executing
the
release, which if known by him must have materially affected
his
settlement with the debtor."
6. Employee agrees that this Agreement is private and that
Employee
will not discuss the fact that it exists or its terms with anyone
else except
Employee's advisor as described in section 8 below, Employee's tax
accountant,
or as required by law.
7. Both Employee and Company agree not to disparage the other
party,
the other party's officers, directors, employees, shareholders and
agents, in
any manner likely to be harmful to them or their business, business
reputation,
personal reputation; provided that both Employee and Company will
respond
accurately and fully to any question, inquiry, or request for
information when
required by legal process.
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8. Employee has been advised of Employee's right to consult an
attorney
before Employee signs this agreement. Em
