January 10, 2000
Mr. Douglas Jacoby
8 Nashua Avenue
Marblehead, MA 01945
Dear Doug:
As we discussed, Millipore and you have agreed that it
is in our mutual best interest for the Company to accept
your resignation as Corporate Vice President. Accordingly,
we further agree as follows:
1. Your termination date will be the close of
business on January 10, 2000 ("Severance Date").
2. You will receive severance in the amount of two years
of your current total annual target cash compensation
($507,000 per year) payable in 52 bi-weekly installments
commencing on January 27, 2000 and ending on January 10,
2002, the salary continuation period.
3. All unvested stock options previously granted to
you shall become immediately vested as of January 11, 2000.
All of your options must be exercised, if at all, no later
than one year after the Severance Date. All restricted
stock previously granted to you shall become free of all
restrictions on January 11, 2000.
4. During the salary continuation period, so long as
you remain unemployed, you will be eligible to continue your
medical and dental benefits by continuing to pay the premium
paid by Millipore employees. All other benefits provided to
employees who are actively employed by Millipore (other than
those described in paragraph 3 above) will terminate on the
Severance Date, except that you will be able to convert your
group term life insurance coverage (excluding the accidental
death and dismemberment portion of such insurance) and long
term disability insurance within thirty-one (31) days after
your Severance Date, in accordance with the terms of those
plans. Prior to the end of the salary continuation period,
you will be provided information necessary to convert your
medical and dental benefits as provided by the Comprehensive
Budget Reconciliation Act (COBRA) by paying the COBRA
premium rate to the Company.
5. We will make up to 12 months of outplacement
services available to you, at no cost with a mutually
acceptable firm.
6. From the Severance Date until January 10, 2002,
you shall not become employed by or act as a consultant for
any company or other person or organization who competes
with Millipore. Notwithstanding the preceding sentence,
Millipore's will agree to your becoming employed by or
acting as a consultant to a competitor, if, in its sole
discretion, it believes that you can do so without making
use of or revealing any confidential proprietary information
of Millipore.
7. Except for your family and legal and financial
advisors: you will keep the terms of this Agreement
confidential, you will not disclose to third parties the
nature or circumstances surrounding your termination, and
you will not speak disparagingly of Millipore, its products
or business practices to any third party.
8. You agree to hold in confidence any and all
confidential and proprietary information of Millipore to
which you have had access during the course of your
employment.
9. You will execute the attached general release.
(In the event that you revoke the general release per its
terms, this letter agreement will be deemed to be revoked as
well.)
If the above accurately reflects our agreement in the
above matter, please sign, date and return the enclosed copy
of this letter as well as the general release. You have 21
days from the Severance Date to consider whether you wish to
sign this letter agreement and the general release. In
addition, you will have seven days after you sign them to
revoke your acceptance of both. You are encouraged to
consult with an attorney with respect to the matter of your
termination and this agreement.
Very truly yours,
MILLIPORE CORPORATION
C. William Zadel
President and Chief Financial Officer
_______________________ _________________
Douglas Jacoby Dated
General Release of All Claims
This General Release of All Claims (referred to as the
"General Release") given by Douglas Jacoby to MILLIPORE
CORPORATION and its parents, subsidiaries, affiliates,
agents, officers, directors and employees, and all of their
predecessors and successors (all referred to as "Millipore"
or "the Company").
Effective January 10, 2000 ("Termination Date") I
acknowledge the termination of my employment with Millipore
and I agree that my employment and the termination from that
employment shall not give rise to any claim on my part
against Millipore.
In exchange for this General Release, Millipore has
provided to me good and valuable consideration (described in
the attached letter agreement dated January 10, 2000) the
receipt and adequacy of which is hereby acknowledged.
I hereby agree to forever discharge Millipore, from all
debts, demands, actions, causes of action, suits, accounts,
covenants, agreements, damages, expenses, compensation,
claims for attorneys' fees and all claims, demands and
liabilities whatsoever of every name and nature, both in law
and in equity, which may result from the existing state of
things, or which may be considered to be of a continuing
nature, more especially on account of, but not limited to,
any matters in any way relating to or stemming from my
employment by Millipore, or the termination thereof, and all
circumstances relating thereto or pursuant to any federal,
state or local employment laws, regulations, executive
orders or other requirements, including without limitation
all claims and causes of action under Title VII of the Civil
Rights Act of 1964, as amended; the Civil Rights Act of
1991; the Age Discrimination in Employment Act of 1967, as
amended; the Americans with Disabilities Act; the Older
Workers Benefit Protection Act of 1990; the Employee
Retirement Income Security Act of 1974, as amended; the
Worker Adjustment and Retraining Notification Act; the
Family Medical Leave Act and Mass. G.L., c. 151B, Mass.
G.L., c. 12, 11H and 11I, Mass. G.L., c. 93, 102 & 103,
all as may have been amended, which I ever had or may have
as of the date I sign this Agreement.
I also understand that this General Release constitutes
a binding legal obligation on my part, and that after
signing it, I will not be able to bring suit or make any
other kind of claim against Millipore or anyone else with
respect to any matter arising out of my employment with
Millipore or the termination of that employment.
This General Release (and the January 10, 2000 letter
agreement) represents my entire agreement and understanding
with Millipore, and there are no other written or oral
agreements or understandings on this subject.
This General Release shall be governed by and its terms
construed in accordance with the laws of the Commonwealth of
Massachusetts.
I HAVE READ AND UNDERSTAND THE CONTENTS OF THIS GENERAL
RELEASE. I HAVE BEEN GIVEN AT LEAST 21 DAYS FROM THE
TERMINATION DATE SET FORTH ABOVE TO CONSIDER IT (AND THE
JANUARY 10, 2000 LETTER AGREEMENT) AND I HAVE BEEN
SPECIFICALLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE
SIGNING IT. NO PROMISES OR REPRESENTATIONS OF ANY KIND HAVE
BEEN MADE TO ME ABOUT IT. I HAVE EXECUTED IT VOLUNTARILY
AND OF MY OWN FREE WILL, WITHOUT COERCION AND WITH FULL
KNOWLEDGE OF WHAT IT MEANS TO DO SO.
This General Release (and the January 10, 2000 letter
agreement) may be revoked by me within seven days of the
date listed below by delivering written notice of revocation
to C. William Zadel, Millipore Corporation, 80 Ashby Road,
Bedford, MA 01730, after which it shall be irrevocable.
____________________________
Douglas Jacoby
Dated:________________________