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EXHIBIT 10.1
ERNEST KNESEL
SEVERANCE AGREEMENT
This Severance Agreement is made as of the 11th day of May, 2000
between Ernest A. Knesel ("Knesel") and TriPath Imaging, Inc. ("TriPath").
Knesel and TriPath agree as follows:
o Knesel will continue to receive present compensation as an employee
until 5/31/00.
o Severance to begin effective 6/1/00, to be paid at the same rate as
compensation while employed, and in a manner consistent with TriPath's
past practices, through 12/31/00. All medical, dental, life and 401(k)
benefits to be provided during severance period, subject to any changes
to these benefits that TriPath may make for its employees generally.
During the severance period, Knesel will attempt to influence Dr.
Thomas Gahm; as best he can, to remain with the company.
o Outstanding unvested stock options of Knesel's initial grant will
continue to vest (1/48th per month) through 12/01/00, at which point
the initial stock option grant will be 100% vested. Subsequent stock
option issuances will continue to vest (1/48th per month) until
05/01/01. On 05/05/01 Knesel's remaining options, (exercisable for
27,202 shares) will be 100% vested. Notwithstanding anything else
contained in this agreement, Knesel's options will continue to vest
only as long as Thomas Gahm remains with TriPath.
o Knesel agrees to work on the following programs as his assistance is
reasonably requested by TriPath and accepted by Knesel based upon time
available for such consulting:
o Support our attorneys with the Cytyc suits and counter suits
as necessary.
o Complete key publications:
Dr. Hessling
Sea Coast Pathology - Direct to Vial Study
Pomerade/Palomor - Direct to Vial Study
Greenville Pathology - Direct to Vial Study/Retrieve
and Evaluate Data
Evaluate other potential sources for Direct to Vial
data.
Boston University
Pathology Labs
o Support Mary Norton in the initiation of major head to head
Prep study - Dr. H. Grohs, Dr. T. Kardos, D. Rosenthal, M.
Stoler, M. Chacho.
o Transition and support sales opportunity at Mass General,
Univ. of PA, Allegheny Hospital, Salem Hospital, Brigham and
Women's, Univ. Of CA Davis, New England Medical Center
o Finalize Genessee Hospital Agreement
o Support 2 new video productions
o Support and complete physician Marketing Package with Dawn
Grohs
o Support Regulatory Affairs in any way necessary including
trial protocol planning
o Support Mary Norton in Prep R&D in problem resolution
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o Services performed by Knesel after 06/04/00 at company request (as
listed above) or required of Knesel relating to any active law suits or
pending lawsuits after 06/04/00 are to be reimbursed on a consulting
basis, subject to receipt by TriPath of a reasonably detailed invoice
from Knesel, as follows:
o $100.00 hourly rate of pay, plus travel expenses incurred
consistent with TriPath's policies through 12/31/00
o $150.00 hourly rate after 12/31/00
o TriPath agrees to indemnify Knesel for all damages and reasonable
expenses incurred by Knesel ("Damages") arising out of any claim
against Knesel by a third party or TriPath based on activities
performed on the company's behalf while an Officer or while a
Consultant of TriPath and at the request or under the direction of an
Officer or Director of TriPath; provided that, Knesel shall not be
entitled to indemnification hereunder if Damages for which
indemnification are sought are the result, in whole or in part, of any
gross negligent acts or willful misconduct by Knesel.
o TriPath agrees to provide reasonable legal support and payment of
reasonable legal fees incurred by Knesel as required as part of any
legal proceedings involving TriPath and arising out of his position as
an Officer or Consultant of TriPath to the extent that such support or
payment is based on actions taken by Knesel while he was an officer or
performed as a consultant under the direction of an Officer or Director
of TriPath.
o Knesel agrees to execute and deliver to TriPath the General Release
attached hereto as Exhibit A. The terms of this Severance Agreement are
conditioned upon the execution and delivery of the General Release by
Knesel.
o Knesel acknowledges that he remains bound by the terms of the EMPLOYEE
NON-DISCLOSURE AND INVENTIONS AGREEMENT and NON-COMPETITION AGREEMENT
that he executed on November 20, 1996.
Agreed between the Parties:
---------------------------- -------------------------
Dr. James Powell Ernest A. Knesel
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Date Date
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EXHIBIT A
GENERAL RELEASE
Ernest A. Knesel ("Knesel") hereby fully, forever, irrevocably and
unconditionally releases, remises and discharges TriPath Imaging, Inc.
("TriPath") of and from any and all manner of actions, causes of action, suits,
debts, dues, sums of money, costs, losses, contracts, controversies, agreements,
promises, doings, damages, claims, charges, complaints, executions, liabilities,
obligations, expenses and demands and any and all other claims of every kind,
nature and description whatsoever (including attorneys' fees and costs), whether
known or unknown, either at law, in equity, or mixed, that he ever had, now has,
or can, shall or may have in the future, against TriPath for, or by reason of,
on account of, or arising out of any matter, cause or thing which has happened,
developed or occurred before the signing of the Settlement Agreement between
Knesel and TriPath dated as of May 5, 2000 and this General Release, including
but not limited to: (a) those arising under the National Labor Relations Act, 29
U.S.C. ss. 151 et seq., the Fair Labor Standards Act, 29 U.S.C. ss. 201 et seq.,
the Occupational Safety and Health Act of 1970, 29 U.S.C. ss. 651 et seq., the
Age Discrimination in Employment Act, 29 U.S. C. ss. 621 et seq., the Americans
With Disabilities Act of 1990, 42 U.S.C. ss. 12101 et seq., the Civil Rights Act
of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. ss. 2000e et
seq., the Civil Rights Act of 1866, 42 U.S.C. ss. 1981 et seq., the Employee
Retirement Income Security Act of 1974, 29 U.S.C. ss. 1001 et seq., the
Rehabilitation Act of 1973, 29 U.S.C. ss. 701 et seq., the Family and Medical
Leave Act of 1993, 29 U.S.C. ss. 2601 et seq., and any other federal, state or
local human rights, civil rights, wage-hour, tort, employment or labor statute,
law, order, rule, regulation, or public policy, (b) those arising under common
law, including but not limited to claims or suits for intentional interference
with contractual relations, breach of the implied covenant of good faith and
fair dealing, breach of contract, negligent supervision, negligence, intentional
and negligent infliction of emotional distress, defamation, libel, and slander,
and (c) any other action or grievance based upon any conduct from the beginning
of the world up to and including the date of this General Release. It is
expressly agreed and understood that the release contained herein is a GENERAL
RELEASE. In the event that Knesel institutes any action hereby released or to
which he has agreed not to sue, the claim shall be dismissed immediately upon
presentation of this General Release. Knesel shall reimburse the Company for all
legal fees and expenses incurred in defending such claim and obtaining the
dismissal thereof. Notwithstanding the foregoing hereof, this General Release
expressly excludes any rights, obligations, duties or claims arising out of this
Agreement. The parties hereto further agree not to institute any charge,
complaint or lawsuit to challenge the validity of this General Release or the
circumstances surrounding its execution.
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Knesel affirms that the only consideration for signing this General
Release is described herein and in the Severance Agreement and that no other
promises or agreements of any kind have been made to or with him by any person
or entity whatsoever to cause him to sign this General Release, and that he
fully understands the meaning and intent of this instrument.
Knesel affirms that the consideration paid to him hereunder is in
addition to anything of value to which he is already entitled, and does not in
any way constitute an admission by TriPath of any liability or wrongdoing
whatsoever.
Knesel acknowledges that he has carefully read this General Release,
voluntarily agrees to all of its terms and conditions, understands its contents
and the final and binding effect of this General Release, and signs the same as
his own free act with the full intent of releasing TriPath from all claims he
may have against it.
Knesel further states that he understands that the general release
contained herein includes a release and waiver of any rights or claims he may
have under the Age Discrimination in Employment Act of 1967, as amended. He
acknowledges that he has been advised in writing to consult with an attorney
prior to signing this Agreement. and that he has been given a period of at least
21 days within which to consider whether or not to sign this General Release,
that he has been given a period of at least 7 days following his signing of this
General Release in which to revoke it, and that this General Release shall not
become effective or enforceable until such 7 day period has expired.
--------------------------------
Ernest A. Knesel
Dated: May 11, 2000
