PERSONAL and CONFIDENTIAL
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July 16, 1999
Xxxx Xxxxxxxx
0000 Xxxxxxxx Xxxxx Xxxxx Xx.
Xxxxxxxxxxxxxx, XX 00000
Re: Separation of Employment
Dear Xxxx:
This letter confirms our agreements regarding your separation as an
officer and an employee of ThermoLase Corporation (the "Company") as a result of
the restructuring of the Company's SoftLight Division, as well as your continued
employment by the Company through July 31, 1999 (the "Termination Date").
1. TERMINATION OF EMPLOYMENT. You agree to resign as an officer and
employee of the Company as of the Termination Date.
2. You agree to return all company property, including, but not limited
to: all company files, customer files, credit cards, pager, computer equipment,
fax machine, etc.
3. SEVERANCE PAY. The Company will pay you Seventy-Three Thousand Three
Hundred Thirty Three and 33/100 Dollars ($73,333.33) as severance pay on the
eighth day after your written acceptance of the terms set forth in this letter
if you have not rescinded your acceptance within seven days after your execution
of this letter.
4. ACCRUED VACATION. You will be paid for any accrued vacation through
the Termination Date.
5. MEDICAL AND DENTAL INSURANCE. Your medical and dental insurance
coverage will cease on the Termination Date. You may elect to continue your
medical and dental coverage through COBRA for up to 18 months. The Company will
pay you $3,568.80 which is the current cost of COBRA coverage for eight months
for Employee +1 for medical and dental insurance in the state of Florida. This
will be paid when the other severance payment is made. You will be responsible
for all medical and dental coverage beginning on the Termination Date. Be aware
that failure to pay
premiums when due will terminate your coverage and it will not be reinstated. A
COBRA package containing all of the guidelines and election forms will be mailed
to your home from the COBRA administrators within seven days after you are no
longer actively employed with ThermoLase Corporation. FAILURE TO RETURN THE
PROVIDED ELECTION FORM WITHIN THE SPECIFIED PERIOD WILL RESULT IN LOSS OF
BENEFITS.
6. LONG TERM DISABILITY. Long term disability insurance coverage will
terminate effective as of the Termination Date.
7. LIFE INSURANCE. Your life insurance coverage will continue until the
Termination Date. You may convert your insurance to an individual policy. If
interested please contact the Company's Human Resources Department for
information. You must contact a Prudential agent within 31 days after your life
insurance coverage ends to initiate a conversion.
8. MONEY MATCH PLUS. If you participate in the Money Match Plus program
and wish to receive a distribution of the funds held in your account, please
contact the Company's Human Resources Department. Information will be provided
as to various election options available.
9. EMPLOYEE STOCK PURCHASE PROGRAM. If you participate in the Employee
Stock Purchase Program you may make a withdrawal. The Company's Human Resources
Department will provide you with information.
10. STOCK OPTIONS. Your stock options in the Company shall cease
vesting on the Termination Date, and no further lapsing of repurchase rights
will occur. You will then have 90 days to exercise your vested options. If you
do not exercise your vested options by the specified deadline, your options will
be canceled, and you will have no further rights with respect to your options.
11. RELEASE. In consideration for the severance pay described in
paragraph 2 of this letter, you hereby release and discharge the Company and its
affiliates and each of their respective current, former, or future officers,
director, employees, agents, representatives, and legal predecessors, and
successors from all claims, liabilities and causes of action whether known or
unknown, which you have, may have, or claim to have against any of them,
including without limitation those based upon or arising out of your decision to
accept the Company's employment offer, your employment with the Company, the
termination of your employment and other relationships with the Company, your
service as an officer or director of the Company and any of the Company's
policies, procedures or requirements, and your status as a shareholder or holder
of stock options of the Company. This release includes, without limitations, any
and all claims for breach of contract or implied contract, breach of the
covenant of good faith and fair dealing, inducement of breach, wrongful or
unlawful discharge, violation of public policy, retaliation, intentional or
negligent infliction of emotional distress, intentional or negligent
misrepresentation, failure to pay wages, bonuses, benefits, or other
compensation of any sort (other than compensation, benefits, and other payments
as
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set forth in this letter), defamation, negligence, discrimination on the basis
of race, color, sex, national origin, religion, age, disability, medical
condition or marital status, sexual or any other form of harassment and/or
violation of any statutes, rules, regulations, or ordinances, including but not
limited to Title VII of the Civil Rights Act of 1964 as amended by the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended
by the Older Workers Benefits Protection Act of 1990, the Americans with
Disabilities Act, and the California Fair Employment and Housing Act.
You represent and warrant that neither you nor anyone on your behalf
has assigned or subrogated any such rights, claims and causes of action or
authorized any other person or entity to assert such claim or claims on your
behalf, and you agree to indemnify and hold the Company harmless against any
assignments of such rights, claims, and/or causes of action.
You acknowledge that you have read and understand the significance of
Section 1542 of the Civil Code of the State of California, which states as
follows:
A general release does not extend to claims, which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.
You hereby waive any right, which you have under Section 1542, or any
similar law of any other jurisdiction, to the full extent that you may lawfully
waive such rights pertaining to this release.
You further acknowledge that you have been advised that you could have
twenty-one (21) days to consider the terms set forth in this letter and that you
were informed that you have the right to consult with counsel regarding this
letter. To the extent that you have taken less than twenty-one (21) days to
consider this letter, you acknowledge that you have had sufficient time to
consider the terms set forth in this letter and to consult with counsel and that
you do not desire additional time to do so.
Your agreement to the terms set forth in this letter is revocable by
you for a period of seven (7) days following your execution of this letter. The
revocation must be in writing, must specifically revoke your agreement to the
terms set forth in this letter, and must be received by the President of the
Company at the Company's offices prior to the eighth day following your
execution of this letter. The terms set forth in this letter become effective,
enforceable and irrevocable on the eighth day following your execution of this
letter.
12. SEVERABILITY. If one or more provisions of this letter are held to
be unenforceable under applicable law, such provision shall be excluded from the
terms of this letter and replaced with a provision which is enforceable and
comes closest to the intent of the parties underlying the unenforceable
provision.
13. VOLUNTARY AGREEMENT. In signing this letter, you give the Company
assurance that you have signed it voluntarily and with a full understanding of
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its terms and that you have had sufficient opportunity to consider this letter
and to consult with anyone of your choosing before signing it.
YOU UNDERSTAND THAT YOU HAVE BEEN ADVISED TO SEEK THE ADVICE OF AN
ATTORNEY, IF YOU SO CHOOSE, PRIOR TO SIGNING THIS RELEASE AND THAT, TO THE
EXTENT DESCRIBED HEREIN, YOU ARE GIVING UP ANY LEGAL CLAIMS YOU HAVE AGAINST THE
COMPANY AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE, CURRENT, FORMER OR
FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LEGAL
PREDICESSORS, AND SUCCESSORS BY SIGNING THIS RELEASE.
If the terms of this letter are acceptable to you, please sign and
return it to the undersigned.
THERMOLASE CORPORATION
By: /s/Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
Accepted and Agreed to:
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Date: 7/20/99
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