Exhibit 10.20
June 30, 1997
Xx. Xxxx X. Xxxxxxxx
Dear Xxxx:
This letter is intended to set forth our agreement regarding your resignation
from employment with Bio-Vascular, Inc. ("Bio-Vascular").
As discussed, you will be resigning as an officer and director of Bio-Vascular
effective July 1, 1997. In exchange for certain promises by you, Bio-Vascular
will pay you, within sixteen (16) days of the date that you sign this Letter
Agreement (assuming that you do not rescind the Release discussed below), a
lump sum payment of One Hundred Forty Thousand Two Hundred Fifty and no/100
Dollars ($140,250) which is equal to nine (9) months' of your current base
salary ("Severance Pay"). You also will be paid for your vacation accrued
through June 30, 1997. All payments made to you pursuant to this Letter
Agreement will be subject to federal and state tax withholding and FICA.
With regard to stock options granted by Bio-Vascular to you in accordance with
the Stock Option Agreement, dated April 27,1994, Bio-Vascular agrees to
accelerate the vesting of the remaining 21,430 unvested Bio-Vascular shares (the
"Accelerated Shares") so that you will be fully vested in the Accelerated Shares
on July 1, 1997. We both agree that there will be no acceleration of your Vital
Images, Inc. stock options. You shall have until June 30, 2000 to exercise your
options on the Accelerated Shares. With respect to all other nonqualified and
incentive stock options of both Bio-Vascular and Vital images, Inc., you will be
entitled to such options in accordance with the terms of the applicable option
agreements between you and Bio-Vascular or Vital Images, Inc. as the case may
be.
You are also entitled, pursuant to federal and state law, to the continuation of
certain group medical, dental and life insurance benefits (the "COBRA Benefits")
for a period of eighteen (18) months after the effective date of your
resignation. In exchange for your promises, Bio-Vascular will pay for the COBRA
Benefits up through April 1, 1998. After that date, you will be responsible for
paying for the COBRA Benefits.
In exchange for the Severance Pay and the other benefits set forth above, you
will be required to (1) sign the Release attached to this letter as Exhibit A,
(2) agree to the non-disclosure of information provision below, and (3) return
all property of Bio-Vascular.
With respect to the non-disclosure of information, you agree that you will not
disclose to anyone, any and all information which you now have regarding
confidential activities of the Company. You will not use or disclose, directly
or indirectly, to any unauthorized person without prior
written permission of the Company at any time subsequent to your employment,
any knowledge which you have acquired regarding the Company's inventions,
technical information, designs, methods, trade secrets, customers, contracts,
bids or other confidential information acquired in connection with your
employment.
If you do violate this Letter Agreement, you agree that all amounts paid by Bio-
Vascular to you under this Agreement shall, at the election of Bio-Vascular, be
forfeited and returned to Bio-Vascular. Further, if you violate any of the
terms of this Letter Agreement, Bio-Vascular's obligation to make any future
payments pursuant to this Letter Agreement will immediately cease. The remedies
available to Bio-Vascular under this paragraph shall not prevent either you or
Bio-Vascular from pursuing remedies and seeking damages for violation of this
Agreement as set forth in the preceding paragraph or as otherwise permitted by
law.
This Letter Agreement is a contract made under the laws of the State of
Minnesota. Therefore, this Letter Agreement and any related or supplemental
documents or notices will be construed in accordance with the laws of the state
of Minnesota. In the event that any provision of this Agreement is prohibited
or is deemed invalid under applicable law, such provision will be ineffective
only to the extent of such prohibition or invalidity without invalidating the
remainder of that particular provision or the remaining provisions of this
Letter Agreement.
Should you have any questions regarding this Letter Agreement or otherwise,
please feel free to contact me.
Sincerely,
/s/ M. Xxxxx Xxxxxx
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M. Xxxxx Xxxxxx, Chief Financial Officer
I hereby approve and agree to the terms of this Letter Agreement.
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Dated: June 30, 1997
Exhibit A
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RELEASE
1. Definitions. I intend all words used in this Release to have their plain
meanings in ordinary English. Technical legal words are not needed to describe
what I mean. Specific terms I use in this Release have the following meanings:
A. I, me, and my includes both me and anyone who has or obtains any legal
rights or claims through me.
B. Bio-Vascular, as used herein, shall at all times mean Bio-Vascular,
Inc. and Vital Images, Inc., their subsidiaries, successors and assigns,
their affiliated and predecessor companies and partnerships, their
successors and assigns, their affiliated and predecessor companies and
partnerships and the present or former owners, directors, officers,
employees, representatives and agents (including, without limitation, its
accountants and attorneys) of any of them, whether in their individual or
official capacities, and the current and former trustees or
administrators of any pension or other benefit plan applicable to the
employees or former employees of Bio-Vascular, Inc. and Vital Images,
Inc. in their official and individual capacities.
C. My Claims, as used herein, means all of the rights I now have to any
relief of any kind from Bio-Vascular, or any of its employees, officers,
directors, shareholders, representatives, agents, attorneys or
affiliates, whether or not I now know about those rights, arising out of
my employment with Bio-Vascular, Inc. and my resignation from employment,
including, but not limited to, any claims filed with the Minnesota
Department of Human Rights, and any claims for violation of the Minnesota
Human Rights Act, the Age Discrimination in Employment Act, the Americans
With Disabilities Act, Title VII of the Civil Rights Act of 1964, as
amended, or other federal, state, or local civil rights laws based on age
discrimination, sex discrimination, disability discrimination,
retaliation, or other protected class status, defamation, intentional or
negligent infliction of emotional distress, breach of contract, fraud or
misrepresentation, breach of covenant of good faith and fair dealing,
promissory estoppel, negligence, wrongful termination of employment, and
any other claims for unlawful employment practices, whether arising by
statute, common law or otherwise.
2. Agreement to Release My Claims. I am receiving a substantial amount of
money and other benefits paid by Bio-Vascular. I agree to give up all My Claims
against Bio-Vascular in exchange for those payments. I will not bring any
lawsuits, file any charges, complaints, or notices, or make any other demands
against Bio-Vascular based on My Claims, and I agree that if I do so, I will pay
for all costs incurred by Bio-Vascular. The money and benefits I am receiving
is a full and fair payment for the release of all My Claims. Bio-Vascular does
not owe me anything in addition to what I will be receiving.
3. Additional Agreements and Understandings.
A. Even though Bio-Vascular is paying me to release My Claims, Bio-
Vascular does not admit that it may be responsible or legally obligated
to me. In fact, Bio-Vascular denies that it is responsible or legally
obligated for My Claims or that it has engaged in any wrongdoing.
B. I understand that I have the right to consult with my attorney
concerning the meaning and effect of this Release.
C. I also understand that I have a period of at least twenty-one (21)
calendar days from the date that I receive an unsigned copy of this
Release in which to consider whether to sign this Release (the
"Consideration Period"). However, having been advised of the
Consideration Period, I understand that I may elect to sign this Release
at any time prior to the expiration of the Consideration Period.
4. Rescission. I understand that I may rescind (that is, cancel) this Release
within seven (7) calendar days of signing it to reinstate federal claims and
within fifteen (15) days of signing it to reinstate state claims. To be
effective, my rescission must be in writing and delivered to Bio-Vascular in
care of M. Xxxxx Xxxxxx, Bio-Vascular, Inc., 0000 Xxxxxxxxxx Xxxxxx, Xx. Xxxx,
XX 00000, either by hand or by mail within the 7/15-day period. If sent by
mail, the rescission must be:
A. Postmarked within the 7/15-day period;
B. Properly addressed to Bio-Vascular; and
C. Sent by certified mail, return receipt requested.
I have read this Release carefully and understand all its terms. I have had an
opportunity to discuss this Release with my own attorney. In agreeing to sign
this Release, I have not relied on any statements or explanations made by Bio-
Vascular or its attorneys.
I understand and agree that this Release, the Letter Agreement to which it is
attached, the Bio-Vascular employee benefit plans in which I have continuing
benefits under the Letter Agreement to which this Release is attached, and the
Bio-Vascular stock option plans contain all the agreements between Bio-Vascular
and me. We have no other written or oral agreements.
Dated: June 30, 1997
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
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