EXHIBIT 10.3
AGREEMENT FOR COMPLETE RELEASE
AND WAIVER OF ALL
CLAIMS
THIS AGREEMENT FOR COMPLETE
RELEASE AND WAIVER OF ALL CLAIMS (hereinafter the
“Agreement”) is entered into this January 4, 2007, by
and between IOMED, Inc., a Utah corporation (hereinafter
“Employer”), and Mary A. Crowther (hereinafter
“Employee”).
WHEREAS,
Employee has been employed by Employer and Employee’s
employment with Employer is being terminated effective January 5,
2007, and
WHEREAS, Employee
and Employer wish to resolve any and all claims between them,
and
WHEREAS, Employee
has had an opportunity to consult with counsel about her
termination and this Agreement.
NOW THEREFORE, IT IS HEREBY
AGREED AS FOLLOWS:
1.
Termination of Employment.
Employee’s employment with Employer is terminated,
effective January 5, 2007 (the “Effective Date”).
2.
Payment of Amounts Owed.
Employer acknowledges that Employee is entitled to the
following amounts, which Employer either has paid or will pay to
Employee:
a)
Employee’s wages for hours worked through the Effective Date
of 80 hours totaling $5,288.46, less required withholdings and
deductions.
b)
Upon receipt of satisfactory documentation, Employer agrees to pay
Employee for all normal and reasonable reimbursable business
expenses incurred in connection with her employment but not yet
reimbursed, net of any advances made thereon. In the event
Employee does not have expenses equal to advances made, any
outstanding advance amount will be deducted from Employee’s
final payroll check.
3.
Additional Amounts or Other
Benefits to which Employee is Entitled. Employee is
also entitled to the following:
a)
Employee may exercise vested stock options, if any, at any time
within ninety (90) days from the Effective Date.
b)
Employer will provide Employee with disability and life insurance
through January 31, 2007. Medical and dental insurance
benefits will be in force through January 31, 2007.
c)
COBRA benefits will be available to Employee effective February 1,
2007. Employee has sixty (60) days from the Effective Date in
which to consider and make this election.
d)
If applicable, Employee will be eligible to withdraw or roll over
her vested 401(k) plan balance into another qualified plan.
e)
Pursuant to Company policy, Employee is entitled to twenty (20)
weeks severance pay in the amount of $52,885.00. Such amount
is based upon Employee’s years of service from April 28, 1979
and Employee’s current annual base salary of $137,500.00, and
is payable in bi-weekly installments through salary
continuation.
4.
Consideration for Releases and
Waivers. In consideration for the covenants,
agreements, releases and waivers contained herein, and in full and
complete settlement of all claims that Employee has or
1
may have against
Employer arising out of or in connection with Employee’s
employment with Employer or the termination of such employment,
Employer agrees as follows:
a)
To pay Employee the sum of $42,308.00 which amount approximates
four (4) months compensation, payable in bi-weekly
installments.
b)
Upon Employee’s election of COBRA benefits, Employer agrees
to pay, on Employee’s behalf, the premiums for COBRA benefits
(medical and dental insurance) through October 31, 2007.
Thereafter, Employee will be required to pay all premiums for COBRA
benefits.
c)
In order to facilitate the development of Employee’s future
career plans, Employer agrees to provide Employee with up to
$5,500.00 for external out-placement services and support, which
shall be payable to the provider of such out-placement services and
support.
d)
Subject to approval, in its sole discretion, by the Compensation
Committee of the Board of Directors, Employer agrees to amend the
Employees stock option grants set forth below so as to extend the
option exercise period so that Employee may retain the right to
exercise such options at any time during the twelve (12) month
period immediately following the Effective Date of this agreement,
but only to the extent that such options were vested and
exercisable as of the Effective Date. All other exercisable
stock options must be exercised within 90 days of the Effective
Date.
|
Date of Grant
|
|
Number of Options
|
|
Exercise Price
|
|
|
2/20/1998
|
|
2,000
|
|
$
|
9.00
|
|
|
5/20/1999
|
|
10,000
|
|
$
|
2.31
|
|
|
2/22/2001
|
|
10,000
|
|
$
|
4.80
|
|
|
8/29/2001
|
|
14,000
|
|
$
|
3.24
|
|
All payments made
pursuant to paragraphs 4(a), shall be made net of withholding taxes
and other necessary and usual deductions. Employee
acknowledges and agrees that the benefits to be provided pursuant
to Paragraphs 4(a), 4(b), 4(c), and 4(d) above are benefits to
which Employee would not be entitled to receive without signing
this Agreement.
5.
Release. In return
for the consideration set forth in paragraph 4 above, which
Employee acknowledges as being adequate, Employee hereby
unconditionally releases and forever discharges Employer and
Employer’s stockholders, subsidiaries, employees, agents,
officers, directors, successors and assigns (hereinafter
collectively the “Releasees”) from, and hereby waives,
any and all causes of action, suits, damages, claims and
demands whatsoever which Employee ever had or now has against them,
directly or indirectly, whether known or unknown, relating to or
arising out of the Employee’s employment with Employer and/or
the termination of such employment, and specifically including but
not limited to any and all claims arising under or in connection
with Title VII of the Civil Rights Act of 1964; the Fair Labor
Standards Act, 42 U.S.C. Sections 1981, 1985, 1986, 1988; the
Elliot-Larsen Civil Rights Act; all amendments to such statutes;
all other federal, state and local laws; the common law of the
State of Utah; any actions based upon tort, breach of contract,
defamation or any other nature relating in any manner to
Employee’s employment with Employer and/or the termination of
such employment.
Except for claims
of age discrimination, which are treated separately in paragraph 6
below, Employee understands and agrees that this is a total and
complete release and waiver of all claims which Employee has
against Employer, based upon facts existing as of the date hereof,
both known and unknown, even though there may be facts and
consequences of facts that are unknown to Employee and/or
Employer.
6.
Age Discrimination Release.
In addition to the releases contained in paragraph 5 above,
the parties further agree:
2
a)
In consideration of the benefits set forth in Paragragh 4 above,
Employee specifically releases Employer and the other Releasees
from any and all liabilities, claims, causes of action, demands for
damages or remedies of any kind or character, including claims for
att