Exhibit 99.1
CardioNet, Inc.
227
Washington Street, 3rd Floor
Conshohocken, PA
19428
July 14, 2008
James M. Sweeney
650
Colombia Street #308
San
Diego, CA 92101
Re:
Separation
Agreement
Dear James:
Reference is made to your Amended and Restated
Employment Agreement, dated as of November 1, 2005, as amended
on February 27, 2008 (the “Employment
Agreement’).
The
purpose of this letter agreement is to confirm our understanding of
the circumstances surrounding the end of your service as Executive
Chairman of CardioNet, Inc. (the “Company”).
You will remain an employee of the Company through July 31,
2008, at which time your employment with the Company will
terminate. The end of your service as Executive Chairman of
the Company or as a Company employee will not change your status as
a director of the Company. Accordingly, the Company and you
have agreed as follows:
(1) Release . Following
July 31, 2008, you shall execute and deliver to the Company
and the Company shall countersign the release attached hereto (the
“Release”). Except where otherwise noted, the
obligations of the Company under this letter agreement are
contingent upon the effectiveness of the Release.
(2) Accrued Salary . The
Company will pay you all accrued salary and outstanding expense
reimbursements through July 31, 2008, subject to standard
payroll deductions and withholdings. You are entitled to
these payments by law, regardless of whether or not you sign this
Agreement or the Release.
(3) Severance Payments . The
Company will pay you an amount (the “Severance
Payment”) equal to $41,666.67 per month for a period of 15
months (the “Severance Period”) beginning in
August 2008. The Severance Payments shall be payable in
accordance with the Company’s standard payroll schedule and
policies and shall be subject to any required
withholding.
(4) Insurance Benefits. If
you are eligible for and should you elect continued health
insurance under the Company’s policies pursuant to COBRA, the
Company will pay your COBRA premium covering you and your family
during the Severance Period. At the conclusion of that
period, to the extent provided by the federal COBRA law or, if
applicable, state insurance laws, and by the Company’s
current group health insurance policies, you will be eligible to
continue your health insurance benefits at your own expense.
Later, you may be able to convert to an individual policy through
the provider of the Company’s health insurance, if you
wish. You will be provided with a separate notice of your
COBRA rights.
1
(5) Retention of Certain Company
Property; Access to Company Property and Systems . The
Company will transfer to you ownership of the laptop computers
and mobile telephone that you are currently using at no cost to
you. All other Company property in your possession shall
remain the property of the Company and shall be returned to the
Company in the event that your service as a director of the
Company is terminated. For a period of one year following the
effectiveness of the Release or the termination of your service as
a director, whichever is later, the Company shall maintain for your
benefit your current e-mail account on the
Company’s e-mail system. During the Severance
Period, you shall be permitted to continue to store your personal
belongings in the Company’s storage space in its San Diego,
CA facility at no charge.
(6) Noncompetition;
Nonsolicitation . Until the later of one (1) year
after the date on which your service as a director of the Company
terminates and one (1) year after the commencement of the Severance
Period, except with the Company’s advance written consent,
you agree not to directly or indirectly (i) recruit, solicit,
entice, induce, or encourage any employee, independent contractor,
or consultant of the Company to terminate his, her or its
relationship with the Company in order to become an employee,
independent contractor, or consultant for any other person or
entity or (ii) compete with the Company anywhere in the world
in th
