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Release And Separation Agreement

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EXHIBIT 10.19


RELEASE AND SEPARATION AGREEMENT


This Agreement, effective this 26th day of November, 1997 by and between BioReliance Corporation and all its subsidiary companies, including MA BioServices, Inc., (together referred herein as, "the Corporation" or "MA") and Carl C. Schwan ("Schwan") in connection with (1) Schwan's voluntary resignation of employment (2) a separation payment, and benefits, and (3) a release of all claims.


1. ENDING OF EMPLOYMENT.


1.1 The parties agree that, upon execution of this Agreement, Schwan voluntarily will tender his resignation as Chief Financial Officer with the following effective date: "January 31, 1998, or any date prior to this on which another Chief Financial Officer is engaged by the Corporation and assumes the concomitant responsibilities, whichever date occurs earlier". Schwan shall terminate as an employee on January 31, 1998 (the "Termination Date"). By mutual written agreement, Schwan and the Corporation may extend the Termination Date for any period of time. Schwan agrees to provide cooperation and professional conduct until the Termination Date, including, but not limited to, (a) continuing as Chief Financial Officer ("CFO") until the effective date of resignation from that position with a focus on finance, accounting and treasury responsibilities, (b) maintaining a policy that all contacts with investors, analysts, financial community contacts, and other like persons will be the responsibilities of the President and CEO of the Corporation, except for routine contacts with banks and cash managers, and (c) cooperating with and facilitating the realignment of administrative responsibilities for the facilities, engineering and purchasing departments to the Vice President of Human Resources, and of contracts and other legal responsibilities to the Vice President and General Counsel.


1.2 Through his Termination Date, MA agrees to continue to pay Schwan at his current salary, less all applicable taxes and other appropriate deductions, on MA's regular bi-weekly payroll basis. MA also will continue to provide Schwan with his current medical benefits during this same period, so long as Schwan continues to pay his current employee contribution toward those medical benefits. Eligibility to extend group health coverage beyond January 31, 1998, for Schwan or any dependents may be exercised by signing the applicable COBRA agreement. The Corporation shall provide the approved Company match to individual 401(k) plan contributions made through December 31, 1997. Schwan may, at his election, continue voluntary individual contributions to the 401(k) plan through the Termination Date; however, no Company match will be made for 1998 contributions, if any. Schwan will continue accruing Paid Personal Leave (PPL) through the Termination Date.


1.3 Schwan will provide consulting services to the Corporation for the purpose


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EXHIBIT 10.19


of accomplishing a smooth transition of obligations from Schwan to the new Chief Financial Officer and to facilitate the Corporation's filing of its Annual Report, its report on Form 10-K, its proxy materials, and matters related thereto. Such services shall be provided on the terms and conditions set forth in the Professional Services Agreement attached hereto as Exhibit A. The term of consulting services shall be from February 1, 1998 through April 15, 1998.


2. BONUS AND OPTIONS.


2.1 If Schwan performs his obligations under Section 1.1, hereof, MA will pay Schwan a 10% annual bonus for 1997, without appraisal, on the Corporation's regular schedule.


2.2 If Schwan performs his obligations under Section 1.1 and 1.3 hereof, Schwan will fully vest all Incentive Stock Options previously granted and not vested on the schedule set forth on Exhibit B hereto and will retain all rights and obligations pertaining thereto.


3. ADDITIONAL OBLIGATIONS. All internal disclosures and any public announcements relating to the circumstances s
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