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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 surrounding Schwan's
voluntary resignation will be developed jointly with Schwan and will be at the
discretion, permission and direction of the President and CEO of the
Corporation; provided, however, that the Company shall be permitted to make any
filings that may be required by law or regulations, including the filing of
this Agreement with appropriate governmental agencies.
4. RELEASE. Schwan acknowledges that, absent this Agreement, he
has no right or entitlement to any separation payment and benefits, including
accelerated vesting of any Incentive Stock Options, or to a separation
allowance in any particular amount. In consideration of the payment to him of
the monies and other benefits set forth herein, Schwan hereby releases and
discharges the Corporation, it agents, employees, successors, assigns,
corporate parent, affiliates, officers, and directors, and each of them, from
any and all real or pretended claims, demands, rights, liabilities, damages,
injuries of causes of action whatsoever, known or unknown, including but not
limited to, claims and demands relating to salary, compensation, pension or
retirement plans (except as to rights which already may have vested, which
rights are specifically reserved hereunder), bonuses, incentive compensation,
commissions of any other form of compensation or perquisite, personal injury,
bodily injury, defamation, unlawful interference with contract rights or
business advantage, and any claims under the Age Discrimination in Employment
Act of 1967, or under any other federal, state, or local law prohibiting
employment discrimination (including, but not limited to, Schwan's right to
make a claim in his own right or through a suit brought by a third party on his
behalf), and any or all claims which he ever had or now has directly or
indirectly, arising out of his employment
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EXHIBIT 10.19
relationship with MA or the ending of that employment relationship with MA, and
all said rights, actions, claims, demands, judgements, and executions are
hereby satisfied in full, terminated and forever discharged.
By granting this Release, Schwan acknowledges that this Agreement in
no way constitutes an admission by the Corporation of any violation of law,
breach of contract or any wrongdoing whatsoever towards him.
5. CONFIDENTIALITY. By signing below, Schwan acknowledges his
ongoing and continuing obligation to abide by the confidentiality and trade
secrets agreement that he executed on June 16, 1993, and to, among other
things, keep secret or confidential, and not to utilize in any manner or
disclose to third parties, any proprietary and confidential information of the
Corporation, which may have been made available to him or came into his
possession during the period of his employment with MA. Schwan also agrees
that he shall not make any defamatory or disparaging remarks or comments about
the Corporation, its agents, employees, successors, assigns, corporate parent,
affiliates, officers, and directors to third parties or to former, present, or
prospective customers, clients, vendors, business associates or anyone else in
the industry, and shall not unlawfully interfere with the business advantage or
contracts of the Corporation, its successors, assigns, corporate parent, and
affiliates. The Corporation agrees that it shall not make any defamatory or
disparaging remarks or comments about Schwan.
6. ACKNOWLEDGMENT. By signing below, Schwan acknowledges that he
has read the foregoing Release and Separation Agreement; that he has had a
right to consult an attorney, and has been encouraged by the Corporation to
review this Agreement with an attorney; that he has been given a period of not
less than 21 days in which to consider this Agreement; that he understands it;
and that he accepts and agrees to all of the provisions contained herein.
Schwan understands that this Agreement sets forth the entire understanding of
the parties, and he acknowledges that he has not relied upon any other
representations or promises in entering into this Agreement.
7. REVOCATION. Schwan may revoke this Agreement at any time
during the seven days immediately following his execution of the Agreement,
after which time the Agreement shall be irrevocable and enforceable in any
court of competent jurisdiction. In the event that Schwan exercises his right
to revoke during the seven-day period, any sums previously paid pursuant to the
terms of this Agreement shall be returned to MA.
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EXHIBIT 10.19
8. ENTIRE AGREEMENT. This Agreement (together with the documents
attached hereto as exhibits and any document or agreements specifically
contemplated hereby) supersedes all prior discussions and agreements of the
parties hereto (and their affiliates) with respect to the subject matter hereof
(including, without limitation, the Release and Separation Agreement between
the parties hereto and signed as of October 14, 1997 which is hereby expressly
acknowledgment to be null and void) and contains the entire understanding of
the parties with respect to the subject matter hereof.
9. GOVERNING LAW. This Agreement shall be interpreted pursuant
to the laws of the State of Maryland.
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EXHIBIT 10.19
BioReliance Corporation
By:
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Capers W. McDonald
President and CEO
State of Maryland
County
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Sworn to and subscribed before me this
day of , 1997
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- ------------------------------------------------
Notary Public
My Commission Expires:
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Carl C. Schwan
State of Maryland
County
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Sworn to and subscribed before me this
day of , 1997
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- ------------------------------------------------
Notary Public
My Commission Expires:
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EXHIBIT 10.19
Exhibit B
SCHEDULE OF VESTING FOR CARL SCHWAN
As of December 31, 1997, if Schwan has continued to perform his obligations
under Section 1.1 through that date:
741 Shares @ $1.50
133 Shares @ $.5625
333 Shares @ $2.25
2,166 Shares @ $3.00
As of January 31, 1998, if Schwan has continued to perform his obligations
under Section 1.1 through that date:
741 Shares @ $1.50
133 Shares @ $.5625
333 Shares @ $2.25
2,166 Shares @ $3.00
As of April 15, 1998, if Schwan has continued to perform his obligation under
Section 1.3 through that date:
741 Shares @ $1.50
134 Shares @ $.5625
334 Shares @ $2.25
2,167 Shares @ $3.00
Any vested options held by Mr. Schwan must be exercised within 90 days after
the termination date of employment in accordance with the Company's stock
plans.
The intent of this Exhibit B is that Carl Schwan became fully vested in all
options granted to him prior to the date hereof if the obligations described
herein have been met.
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