Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
RECITALS
This Separation Agreement and Release
(“Agreement”) is made by and between Debra Young
(“Employee”) and Vermillion, Inc.
(“Vermillion” or the “Company”),
collectively referred to as the (“Parties”):
WHEREAS, Employee was employed by the
Company as its Chief Financial Officer;
WHEREAS, Employee’s employment
is terminated effective November 1, 2007;
WHEREAS, the Parties, and each of
them, wish to resolve any and all disputes, claims, complaints,
grievances, charges, actions, petitions and demands that Employee
may have against the Company as defined herein, including, but not
limited to, any and all claims arising or in any way relating to
Employee’s employment with, or separation from, the
Company;
NOW THEREFORE, in consideration of
the promises made herein, the Parties hereby agree as
follows:
COVENANTS
1. Consideration .
(a) Severance pay : The
equivalent of Employee’s base salary ($225,500.00) as
currently in effect for a period of six (6) months following
the date of termination (the “Severance Period”),
totaling $112,750.00, to be paid periodically (and with the
requisite tax withholdings) in accordance with the Company’s
standard payroll practices;
(b) Benefits:
Continuation of Company health and dental benefits through COBRA
premiums paid by the Company directly to the COBRA administrator
during the Severance Period; provided, however, that such premium
payments shall cease prior to the end of the Severance Period if
Employee commences other employment with reasonably comparable or
greater health and dental benefits. Employee shall notify Company
within 24 hours of commencing employment with reasonably comparable
or greater health and dental benefits. Company shall issue Employee
a Form 1099 for the amount of the COBRA premiums paid on her
behalf;
(c) Bonus : Employee
will not be eligible for any bonus, vesting of stock options or
other benefits or cash or equity compensation of any kind not
described above, except as may be required by law.
2. Confidential
Information . Employee agrees to continue to maintain the
confidentiality of all confidential information of the Company, and
shall continue to abide by the terms of Proprietary Information and
Inventions Agreement, which is incorporated herein by reference
(“Confidentiality Agreement”). Employee acknowledges
that, as of the date of this Agreement, she has not engaged in any
conduct which violates the terms of the Confidentiality Agreement.
Employee further agrees to return (not delete or destroy), and not
retain any hard or electronic copies of, all Company property and
data in her possession (including information stored on home
computers, other computer media such as USB storage devices, and in
Web accounts) on or before her final day of employment with the
Company. By signing this Agreement and accepting the benefits
hereunder, Employee certifies that she is in compliance with her
obligations under this Provision, and understands that her
compliance with this provision was a material inducement to the
Company providing her with the benefits described in this
Agreement.
3. Payment of Sums Owed
. Employee acknowledges and represents that the Company has paid
all salary, wages, bonuses, accrued vacation, commissions and any
and all other benefits due to her, once the aforementioned amounts
are paid.
4. Release of Claims .
Employee agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to her by
the Company. Employee, on her own behalf, and on behalf of her
respective heirs, family members, executors, and assigns, hereby
fully and forever releases the Company and its officers, directors,
employees, attorneys, investors, agents, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, from any claim, duty,
obligation or cause of action relating to any matters of any kind,
whether presently known or unknown, suspected or unsuspected, that
she may possess arising from any omissions, acts or facts that have
occurred up until and including the Effective Date of this
Agreement including, without limitation:
(a) any and all claims relating to or arising from her
employment relationship with the Company and the termination of
that relationship;
(b) any and all claims under the law of any jurisdiction
including, but not limited to, wrongful discharge of employment,
constructive discharge from employment, termination in violation of
public policy, discrimination (including age discrimination),
retaliation, failure to accommodate a disability, breach of
contract, both express and implied, breach of a covenant of good
faith and fair dealing, both express and implied, promissory
estoppel, negligent or intentional infliction of emotional
distress, negligent or intentional misrepresentation, negligent or
intentional interference with contract or prospective economic
advantage, unfair business practices, defamation, libel, slander,
negligence, personal injury, assault, battery, invasion of privacy,
false imprisonment, and conversion;
(c) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Americans with
Disabilities Act of 1990, the Fair Labor Standards Act, the
Employee Retirement Income Security Act of 1974, the California
Fair Employment and Housing Act, and the California Labor
Code;
(d) any and all claims for violation of the federal, or any
state, constitution;
(e) any and all claims arising out of any other laws and
regulations relating to employment or employment
discrimination;
(f) any claim for any loss, cost, damage, or expense arising
out of any dispute over the non-withholding or other tax treatment
of any of the proceeds received by Employee as a result of this
Agreement; and
(g) any and all claims for attorneys’ fees and
costs.
The Parties agree that the release
set forth in this section shall be and remain in effect in all
respects as a complete general release as to the matters released.
This release does not extend to any obligations incurred under this
Agreement.
5. Claims Not Released .
This Agreement does not release any claims that the law does not
permit Employee to release.
6. Pursuit of Claims.
Employee acknowledges that she has not filed, initiated, or
prosecuted (or caused to be filed, initiated, or prosecuted) any
lawsuit, complaint, charge, action, compliance review,
investigation, or proceeding with respect to any claim this Release
purports to waive, and promises never to do so in the future,
whether as a named plaintiff, class member, or otherwise. However,
the preceding sentence shall not preclude Employee from filing or
prosecuting a charge with any administrative agency with respect to
any such claim as long as she does not seek any damages, remedies,
or other relief for herself personally, which Employee promises not
to do, and any right to which Employee hereby waives. If Employee
is ever awarded or recovers any amount as to a claim she has
purported to waive in this Release, Employee agrees that the amount
of the award or recovery shall be reduced by the amounts she was
paid under this Release and the Supplemental Release attached
hereto as Exhibit A, increased appropriately for the time
value of money, using an interest rate of 10 percent per
annum . To the extent such a setoff is not effected, Employee
promises to pay, or assign to the Company her right to receive, the
amount that should have been set off.
7. Acknowledgement of Waiver
of Claims Under ADEA . Emp
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