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AGREEMENT FOR COMPLETE RELEASE AND WAIVER OF ALL CLAIMS

Waiver Agreement

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IOMED, Inc

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Title: AGREEMENT FOR COMPLETE RELEASE AND WAIVER OF ALL CLAIMS
Date: 5/21/2007
Industry: Biotechnology and Drugs     Sector: Healthcare

AGREEMENT FOR COMPLETE RELEASE AND WAIVER OF ALL CLAIMS, Parties: iomed  inc
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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

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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:

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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




 
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