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Exhibit 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (
" Termination Agreement " ) is entered into as
of December 8, 2006, by and among American Medical Systems
Holdings, Inc., a Delaware corporation (" AMS "),
Laserscope, a California corporation and indirect subsidiary of AMS
( " Laserscope " ), InnovaQuartz Incorporated,
an Arizona corporation and wholly-owned subsidiary of Laserscope
(the " Company " ), Stephen Griffin ("
Mr. Griffin " ), The Griffin Family Revocable
Trust (the " Griffin Trust " ), and Brian Barr
( " Mr. Barr "). The Griffin Trust and
Mr. Barr as sometimes referred to herein individually as a "
Stockholder " and collectively as the " Stockholders
." Mr. Griffin and Mr. Barr as sometimes referred to
herein individually as a " Company Principal " and
collectively as the " Company Principals ."
RECITALS
WHEREAS, Laserscope, the Griffin
Trust, Mr. Griffin, Mr. Barr, and the Company are parties
to that certain Stock Purchase Agreement, dated as of
April 30, 2006 (the " Purchase Agreement
" ), pursuant to which Laserscope acquired all of the issued
and outstanding stock of the Company.
WHEREAS, AMS and Laserscope desire
to buy out the Earnout Amounts under the Purchase Agreement.
WHEREAS, the Company and
Mr. Griffin entered into that certain Employment Agreement,
dated May 1, 2006 (the " Griffin Employment Agreement
"), and the parties desire to terminate Mr. Griffin’s
employment with the Company and engage Mr. Griffin as a
consultant to the Company.
WHEREAS, the Company and
Mr. Barr entered into that certain Employment Agreement, dated
May 1, 2006 (the " Barr Employment Agreement
" ), and the parties desire to confirm termination of
Mr. Barr’s employment with the Company.
WHEREAS, the parties seek to
terminate all of their obligations (other than the Barr Lease, as
defined below) under the Purchase Agreement and release each other
from all claims they may have against each other, whether arising
under the Purchase Agreement, the Griffin Employment Agreement, and
the Barr Employment Agreement or otherwise.
NOW, THEREFORE, in consideration
of the covenants and agreements contained herein, and for other
good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Termination of
Purchase Agreement . Laserscope, the Griffin Trust,
Mr. Griffin, and Mr. Barr agree that all of their
respective obligations under the Purchase Agreement are hereby
terminated and none of the parties hereto shall have any obligation
whatsoever to any
other party under the Purchase Agreement. In furtherance of, and
without limiting, the foregoing: (a) Section 1.3 of the
Purchase Agreement is hereby terminated and the Stockholders shall
have no right to receive Earnout Amounts thereunder,
(b) Section 6 of the Purchase Agreement is hereby
terminated and none of the parties will have any obligations or be
subject to any restrictions thereunder; and (c) Section 8
of the Purchase Agreement is hereby terminated and none of the
parties will have any rights to indemnification or be subject to
indemnification obligations thereunder.
2. Termination of Griffin
Employment . The parties agree that
Mr. Griffin’s employment with the Company and the
Griffin Employment Agreement shall terminate effective as of the
date hereof, and neither the Company nor Mr. Griffin shall
have any obligations under the Griffin Employment Agreement, except
that Griffin’s obligations under Section 7
(Non-Solicitation) and Section 8 (Non-Competition) shall
remain in full force and effect, as modified herein. AMS,
Laserscope and the Company acknowledge that Griffin’s
obligations under Section 8 do not apply to
Mr. Griffin’s activities in the field of analytical
chemistry and that the field of analytical chemistry specifically
excludes all therapeutic medical applications. Section 7
(Non-Solicitation) of the Griffin Employment Agreement is hereby
amended to the extent necessary to permit Mr. Griffin to sell
analytical chemistry products to the Company’s customers,
provided that Mr. Griffin shall not be permitted to sell
analytical products that compete with the Company’s current
products to existing customers for a period of one year from the
date hereof. Mr. Griffin represents and warrants to AMS,
Laserscope and the Company that he has complied and will comply
with all of his obligations under Section 5 (Inventions) and
Section 6 (Company Property; Returning Company Documents) of
the Confidential Information and Assignment Agreement, dated
April 30, 2006, between the Company and Mr. Griffin, and,
upon execution of this Termination Agreement, Mr. Griffin will
execute the Termination Certification attached to the Confidential
Information and Assignment Agreement and the Employment Release
attached hereto as Exhibit C. Upon execution of this
Termination Agreement, the Company and Mr. Griffin shall enter
into the Consulting Agreement attached as Exhibit A and the
Patent License Agreement attached as Exhibit B. The parties
hereto agree that in order to enable Mr. Griffin to pursue
activities in the field of analytical chemistry subsequent to the
date hereof, Mr. Griffin’s obligations under such
Confidential Information Assignment Agreement shall not apply to
the use and disclosure of information retained in the unaided
memory of Mr. Griffin that he has not deliberately memorized
for the purpose of subsequently using or disclosing ("Residual
Information"); provided that the use and disclosure of Residual
Information by Mr. Griffin shall remain subject to
Section 8 (Non-Competition) of the Griffin Employment
Agreement. In addition, the parties hereto acknowledge and agreed
that Mr. Griffin’s Relationship (as defined in the
Confidential Information Assignment Agreement) is terminated as of
the date hereof and therefore his obligations with regards such
matters as assignment of inventions conceived subsequent to the
date hereof shall be governed pursuant to the terms of his
Consulting Agreement.
3. Termination of Barr
Employment . The parties confirm that
Mr. Barr’s employment with the Company and the Barr
Employment Agreement shall terminate effective as of the date
hereof, and neither the Company nor Mr. Barr shall have any
obligations under the Barr Employment Agreement, except that
Barr’s obligations under Section 6 (Non-Solicitation)
and Section 7 (Non-Competition) shall remain in full force and
effect, provided Barr’s obligations under Section 7
(Non-Competition) shall not apply to Mr. Barr’s
activities in the
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field of analytical chemistry. Mr. Barr acknowledges that
he has been paid salary through August 4, 2006 and that he is
not entitled to any additional salary or other compensation. The
parties acknowledge that the field of analytical chemistry
specifically excludes all interventional medical applications.
Section 6 (Non-Solicitation) of the Barr Employment Agreement
is hereby amended to the extent necessary to permit Mr. Barr
to sell analytical chemistry products to the Company’s
customers, provided that Mr. Barr shall not be permitted to
sell analytical products that compete with the Company’s
current products to existing customers for a period of one year
from the date hereof. Mr. Barr represents and warrants to AMS,
Laserscope and the Company that he has complied and will comply
with all of his obligations under Section 5 (Inventions) and
Section 6 (Company Property; Returning Company Documents) of
the Confidential Information and Assignment Agreement, dated
April 30, 2006, between the Company and Mr. Barr, and,
upon execution of this Termination Agreement, Mr. Barr will
execute the Termination Certification attached to the Confidential
Information and Assignment Agreement and the Employment Release
attached hereto as Exhibit D. The parties hereto agree that in
order to enable Mr. Barr to pursue activities in the field of
analytical chemistry subsequent to the date hereof,
Mr. Barr’s obligations under such Confidential
Information Assignment Agreement shall not apply to the use and
disclosure of ("Residual Information"); provided that the use and
disclosure of Residual Information by Mr. Barr shall remain
subject to Section 7 (Non-Competition) of the Barr Employment
Agreement.
4. Termination Fee
.
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(a)
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On a date between January 8, 2007 and
January 12, 2007 and provided that neither Barr nor Griffin
have rescinded the Employment Releases attached hereto as Exhibits
C and D, AMS will issue to: (i) Mr. Barr unlegended,
freely tradeable, registered shares of AMS common stock with an
Initial Market Value (as defined below) of Two Million Four Hundred
Thirty-Three Thousand Three Hundred and Thirty-Three Dollars
($2,433,333.00); and (ii) to Mr. Griffin registered
shares of AMS common stock with an Initial Market Value of Four
Million Eight Hundred Sixty-Six Thousand Six Hundred and Sixty-Six
Dollars ($4,866,666). The issuance and sale of AMS common stock
will be registered under the Securities Act of 1933, as amended,
pursuant to AMS’ registration statement on Form S-3, filed
and effective on Jun
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