EXHIBIT 10.1
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement"), made and entered into
on this 25th day of August, 1994, by and between LABONE, INC.
("LabOne") and KENNETH A. STELZER ("Employee");
WITNESSETH:
WHEREAS, LabOne (formerly known as Home Office Reference
Laboratory, Inc.) and Employee entered into an Employment
Agreement, dated August 19, 1993, as amended November 12, 1993
("Employment Agreement"); and
WHEREAS, LabOne and Employee have agreed to the termination of
Employee's employment; and
WHEREAS, LabOne and Employee desire to enter into agreements
with respect to such termination and to their relationship after
Employee's termination;
NOW, THEREFORE, in consideration of the promises herein
contained, the parties hereto agree as follows:
1. The effective date of Employee's termination shall be
midnight, August 25, 1994 ("Termination Date").
2. Employee hereby resigns all offices held by Employee with
LabOne and resigns as a member of the Board of Directors and as a
member of all committees of the Board of Directors of LabOne. Such
resignations shall be effective as of the Termination Date.
3. Employee acknowledges his obligations pursuant to Section
5 of the Employment Agreement and agrees to fulfill the
requirements of said Section 5 of the Employment Agreement for a
period of two (2) years following the Termination Date.
4. Employee acknowledges his continuing obligations pursuant
to Sections 6 and 11 of the Employment Agreement and agrees to
continue hereafter to fulfill the requirements of said Sections 6
and 11 of the Employment Agreement.
5. For a period of two (2) years after the Termination Date,
Employee agrees that he will perform such consulting or other
services as may reasonably be requested by LabOne, provided that
such services do not unreasonably interfere with any other
employment engaged in by Employee.
6. Employee agrees that he shall not hereafter say, write or
do anything which has an adverse effect on the business, affairs,
reputation or interests of LabOne. Employee acknowledges that he
has been privy to attorney-client communications concerning
LabOne's business and legal affairs. Employee agrees never to
disclose to anyone any advice, recommendation or work product of
any of LabOne's attorneys without having first received a writing
from LabOne authorizing any such disclosure, unless Employee gives
LabOne prompt written notice in order to permit LabOne to seek
injunctive relief to protect its interests in the event of any
attempt by a third party to require any such disclosure by Employee
and such disclosure by Employee is subsequently required by a final
order of a court of competent jurisdiction.
7. Employee hereby represents and warrants that he has to
his best knowledge and belief disclosed to LabOne all technology,
inventions, discoveries, improvements, processes, formulae (secret
or otherwise), ideas, know-how, methods, compositions, research
projects, computer software programs and developments (collectively
"Developments"), whether or not such Developments are patentable or
copyrightable, which Employee by himself or in conjunction with
other persons has conceived, made, developed or acquired during his
employment by LabOne. Employee hereby assigns, transfers and
conveys all of his right, title and interest in and to any and all
such Developments to LabOne, which Developments shall become and
remain the sole and exclusive property of LabOne. All files of
Employee pertaining to any business of LabOne shall be and are the
property of LabOne and Employee represents that he has delivered to
LabOne all of such files.
8. This Agreement shall not alter any right Employee has as
a terminated employee under LabOne's Long-Term Incentive Plan,
Profit Sharing 401(K) Plan, Employees' Money Purchase Pension Plan
and Medical Benefits Plan.
9. Except as otherwise provided herein, the Employment
Agreement is hereby terminated and is of no further force or
effect.
10. Employee hereby releases and discharges LabOne and its
subsidiaries, Seafield Capital Corporation and its subsidiaries,
and their respective officers, directors, agents, employees,
representatives, successors and assigns, from and against any and
all demands, claims, causes of actions, sums due (except for those
provided herein), damages, costs and expenses, related to or
arising out of the Employment Agreement, or related to or arising
out of any act or omission of LabOne or its subsidiaries, Seafield
or its subsidiaries, or their respective officers, directors,
agents, employees or representatives, from the beginning of time
through the date hereof, whether such demands, claims or causes of
action are presently known or unknown. LabOne hereby releases and
discharges Employee from and against any and all demands, claims,
causes of actions, sums due, damages, costs and expenses (except
for those arising out of any breach by Employee of his obligations
under this Agreement), related to or arising out of the Employment
Agreement, or related to or arising out of any act or omission of
Employee from the beginning of time through the date hereof,
whether such demands, claims or causes of action are presently
known or unknown.
11. LabOne agrees to pay to Employee in cash on the following
dates as severance payments the sums set forth below, provided that
Employee has not violated any provision set forth in this Agreement
as of each of such dates:
Dates Severance Payments
- - ----- ------------------
Date of execution of this
Agreement $15,000
Monthly on the first day of $6,000 per month
each month for a period of
twenty-four (24) consecutive
months, commencing on the
first day of the month
following the Termination Date.
January 3, 1995 The sum of (a) the
product of 10,973
multiplied by the amount
by which the average of
the high and low sales
prices per share for the
common stock of LabOne,
as reported on the
National Association of
Securities Dealers
Automated Quotations
System ("NASDAQ") on
December 30, 1994,
exceeds $9.875, plus (b)
the product of 2,000
multiplied by the amount
by which the average of
the high and low sales
prices per share for the
common stock of LabOne,
as reported on the NASDAQ
on December 30, 1994,
exceeds $14.75
March 1, 1995 The product of 9,028
multiplied by the amount
by which the average of
the high and low sales
prices per share for the
common stock of LabOne,
as reported on the NASDAQ
on February 28, 1995,
exceeds $11.125
First day of the twenty-fifth $40,366 final payment
(25) month following the
Termination Date.
12. LabOne agrees to pay to an outplacement services firm
selected by Employee such firm's reasonable charges for services in
assisting Employee with his search for new employment, in an amount
not to exceed $20,000.
13. LabOne agrees to furnish Employee with the reasonable use
of a LabOne secretary to provide Employee with stenographic
services in his search for new employment, for a period not to
exceed two (2) years. LabOne agrees to extend to Employee call-
forwarding privileges to forward all incoming calls to Employee to
a telephone number designated by Employee.
14. LabOne agrees to transfer into Employee's name four (4)
University of Kansas basketball tickets for the 1994-1995 season.
15. LabOne agrees to assign to Employee as of the Termination
Date the title to the LabOne automobile which is currently being
provided to Employee.
16. LabOne will continue to provide Employee with membership
privileges on LabOne's corporate membership in the Milburn Country
Club ("Club") for a period of two (2) years after the Termination
Date. During such period LabOne will pay the regular base dues of
$266.26 per month for Employee membership in the Club and Employee
will pay all other charges assessed for Employee's use of the Club.
17. LabOne and Employee agree that in the event that Employee
violates any provision set forth in this Agreement, or in the event
that any court enters a finding or order holding that any provision
of this Agreement is void, unenforceable or constitutes an
unreasonable restriction against Employee, Employee shall repay to
LabOne all sums paid to him hereunder by LabOne, together with
interest thereon at the prime rate established by Commerce
Bank of Kansas City, N.A. LabOne and Employee further agree that
in the event Employee violates paragraphs 3, 4 or 6 hereof, LabOne
is reasonably likely to suffer irreparable damages which may be
difficult or impossible to value in monetary damages.
18. The parties hereto agree that the obligations contained
in paragraphs 4 and 6 hereof shall survive and continue after the
expiration of the two (2) year period referred to in paragraph 3
hereof.
19. This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof. Any previous
agreements or understandings between the parties regarding the
subject matter hereof are merged into and are superseded by this
Agreement. This Agreement may not be amended without the written
consent of the parties hereto.
20. This Agreement is not assignable by Employee. This
Agreement shall bind any successor of LabOne.
IN WITNESS WHEREOF, this Agreement has been executed and
entered into as of the date and year first above written.
LABONE, INC.
By: /s/ Gregg R. Sadler
-------------------------
/s/ Kenneth A. Stelzer
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