Exhibit 10.9



 




Exhibit 10.9




December 5, 2003




Heather Creran

8220 W. 83rd St.

Playa del Rey, CA 90293




Dear Heather:




     ChromaVision Medical Systems, Inc. (the “Company”) is pleased to enter
into this Letter Agreement with you (the “Executive”) which will address the
terms of Executive’s employment with the Company. The Company considers it
essential to the best interests of its stockholders to attract and foster the
continuous employment of key management personnel of the Company and the
arrangements described in this letter are intended to address that goal.



1. Duties. Commencing on December 15, 2003 (the “Commencement Date”), or a
date mutually agreed upon, Executive will serve as Executive Vice President and
Chief Operating Officer – Laboratory Services and will report directly to the
President, Chief Executive Officer.



2. Term. Executive’s employment relationship with the Company is employment
“at will”. As a result, Executive’s employment may be terminated by the
President, Chief Executive Officer, the Board of Directors, or by Executive at
any time (subject to the notice provision below), in each case without any
liability or obligation, except as set forth in this letter. If Executive
terminates her employment, she shall give the Company written notice of such
termination not less than sixty (60) days prior to the effective date of such
termination. In light of the severance benefits provided for in Section 6, the
Company will have no obligation to give Executive prior notice of any such
termination by the Company (whether or not such termination is without cause).



3. Compensation.




	 	(a)	 	Base Salary. During the term of Executive’s employment,
Executive will receive a base salary of $225,000 per annum, payable
in biweekly increments, subject to annual salary and performance
review and potential salary increase at the sole discretion of the
Company. Under no circumstances will Executive’s annual salary be
reduced as a result of such performance review.






	 	(b)	 	Bonus. Executive will be eligible for a performance-based
bonus as a participant in the Company’s Management Incentive Plan
(“MIP”) (target incentives as determined by the Compensation
Committee of the Board of Directors) with an annual target payment of
50% of base salary, except that Executive will have an annual target
in 2004 of 75%. Potential exists to receive as much as twice these
figures based on achievement of Company and personal objectives.


 








 









	 	(c)	 	Sign-On Bonus. The Company will pay Executive $50,000 as a
sign-on bonus payable on Executive’s first day of employment with the
Company and upon execution of this employment letter and accompanying
Release agreement. Executive agrees that she will repay the $50,000
if Executive voluntarily terminates her employment before the one
year anniversary date of the commencement of employment with the
Company or if the Company terminates her employment for cause before
that date. Executive will not, however, be required to repay the
bonus in the entirety in her first year of employment if she
terminates her employment within 30 days following the date of any
Change of Control that is consummated on or prior to 18 months after
the date of this agreement, as outlined in 6(ii). In this case,
Executive will be required to repay only a pro-rated portion of the
$50,000 sign-on bonus which shall be calculated as $50,000, times the
total of twelve minus the number of months served in the first year
of employment, divided by twelve.






	 	(d)	 	Expenses. The Company will reimburse Executive all reasonable
costs of travel, entertainment, meals, lodging and related expenses
incurred in connection with the execution of this agreement and the
reasonable costs of counsel engaged by Executive in connection with
the negotiation of this agreement and the termination of employment
prior to the execution of this employment agreement.





4. Option Grant. The Compensation Committee of the Board of Directors has
approved a recommendation, to be presented to and approved by the Board of
Directors, that you receive a stock Option Grant in the amount of 150,000
shares of Common Stock of the Company, which option shares will vest 25% on the
first anniversary of the Commencement Date and the remaining 75% of which will
vest in equal monthly installments during the three year period commencing on
the first anniversary of the date hereof. The option will not be granted under
the Company’s 1996 Equity Compensation Plan (the “Option Plan”) but will have
the same terms as the standard form agreement currently in use under the Option
Plan (including such terms as are incorporated therein from the Options Plan
itself). The option will have an exercise price equal to the last sale price
of Company Common Stock on the Commencement Date and will expire on the tenth
anniversary of the date hereof (subject to earlier termination in accordance
with the terms of the Option Plan and standard form of agreement thereunder).
Additional equity grants may be awarded commencing in 2004 by action of the
Board of Directors or a duly authorized committee of the Board and, if made,
will be made in a manner commensurate with senior executives, the terms and
conditions of which shall be as determined under the Company’s Option Plan and
by the Board of Directors.



5. Fringe Benefits.




	 	(a)	 	Executive will be paid a car allowance at the rate of $600 per
month.






	 	(b)	 	Executive is eligible for group life and accidental death and
dismemberment insurance in an amount equal to one times the
Executive’s annual base salary not to exceed $600,000 (assuming that
Executive meets normal insurability requirements.) If insurability
requirements cannot be met, the maximum amount of group life insurance
benefit is $225,000. Executive will be offered the opportunity to
purchase voluntary life insurance for herself and her spouse and
children, if applicable; and otherwise be eligible to participate in
all other benefits programs offered generally by the Company to its
other Executives, including medical, dental, and vision insurance,
short and long term disability insurance, 401k Plan, flexible spending
account (Section 125) plan and employee assistance program.


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	 	(b)	 	Executive will also be entitled to seventeen (17) days of
vacation which will accrue from Commencement Date at the rate of 5.23
hours for each biweekly pay period. Executive may not accrue more
than forty (40) hours above his/her eligible vacation allowance per
year. All vacation accrued will carry over year to year; however,
the point at which the total number of vacation hours accrued exceeds
the maximum allowable, no additional accruals will be earned until
the amount is reduced below the maximum. After Executive has
completed three full years of employment, the vacation accrual rate
will be increased to twenty-two (22) days per year at the accrual
rate of 6.77 hours for each biweekly pay period.






	 	(c)	 	Relocation Package — the Company will pay for the relocation of
the Executive’s immediate family to an area proximate to the
Company’s corporate office in accordance with our Corporate Domestic
Relocation Policy. This policy covers usual and customary costs
associated with relocation (a copy will be provided for your review.)






	 	(d)	 	Executive will be covered under the Company’s Director’s and
Officer’s insurance policies in a manner and with coverage that is
consistent with other officers of the Company, and in her capacity as
an officer and employee of the Company Executive will be entitled to
indemnification under the terms set forth in the Company’s
certificate of incorporation and bylaws to the same extent as other
officers and employees of the Company (it being understood that the
Company shall not be obligated to indemnify Executive for breaches of
the representations, warranties and covenants set forth in Section 10
below).





6. Severance Payments. Subject to the provisions of (d) below and the other
terms and conditions of this letter, in the event (i) the Company terminates
Executive’s employment without cause, (ii) Executive terminates her employment
within 30 days following the date of any Change of Control that is consummated
on or prior to 18 months after the date of this agreement, (iii) within twelve
months after a Change of Control Executive terminates her employment with good
reason, (iv) Executive’s employment terminates as a result of Executive’s death
or disability, or (v) the Company fails to devote, during the six month period
following the Commencement Date, a reasonably sufficient amount of capital to
begin to enter into the lab services business or otherwise does not in good
faith attempt to launch such business prior to the six month anniversary of the
Commencement Date and Executive terminates her employment on account thereof
during the 30 day period immediately following the six month anniversary of the
Commencement Date (provided that this clause (v) shall not apply (and shall not
result in a Severance Termination) if Executive fails to devote her full
business time and attention to assisting in the development and implementation
of the Company’s business plan with respect to lab services) (any of the
foregoing being a “Severance Termination”), the Company will provide Executive
the following benefits, which shall be the only severance benefits or other
payments with respect to Executive’s employment with the Company to which
Executive shall be entitled. Without limiting the generality of the foregoing,
these benefits are in lieu of all salary (except for salary for periods ending
on the date of termination), accrued vacation and other rights Executive may
have against the Company or its affiliates.




	 	(a)	 	After a Severance Termination, Executive will receive payment of an
amount equal to one month of her base salary in effect at the time of the
Severance Termination multiplied by the greater of (i) twenty-four (24) minus
the number of months served under this agreement, or (ii) six (6).


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	 	(b)	 	Upon a Severance Termination, Executive will be able to exercise any
options which have become exercisable on or before the termination date until
the earlier of (a) the first anniversary of the date of termination or (b) the
expiration date of the option.






	 	(c)	 	Upon a Severance Termination, Executive will receive continued
coverage under the Company’s medical and health plans in accordance with COBRA
rules and regulations following the termination date (including any period as
may be required by law), provided that coverage will end if Executive obtains
comparable coverage from a subsequent employer or otherwise ceases to be
eligible for COBRA benefits. If Executive ceases to be eligible for COBRA
because the Company does not pay the premiums for its existing or group
insurance policy or the Company ceases to have a group healthcare plan, the
Company will pay Executive, for any portion of the period referred to above
during which Executive’s COBRA eligibility ceases for such reasons, the amount
of the premium it would have had to pay for Executive’s coverage under the then
existing, or if none, the most recently existing, healthcare insurance policy.
Executive should consult with the Company’s Manager of Human Resources
concerning the process for assuming ownership of and continued premium payments
for any life insurance policy. Executive will be reimbursed in accordance with
Company policies promptly for all of Executive’s reasonable and necessary
business expenses incurred on behalf of the Company prior to Executive’s
termination date.






	 	(d)	 	All compensation and benefits described above in (a) through (c) of
this Section 6 will be contingent upon (i) Executive’s execution of a release
of all claims against the Company substantially in the form of Exhibit A and
expiration of the seven-day revocation period referred to in the release, (ii)
Executive’s not engaging in any Competition (as defined in Section 7 of this
Agreement) with the Company during the period of his employment by the Company
or the period referred to in paragraph (a) above and (iii) Executive’s not
engaging in any Solicitation (as defined in Section 7 of this Agreement) during
the period of his employment by the Company or the period referred to in
paragraph (a) above.






	 	(e)	 	The Company will pay Executive the amount described in (a) above in
equal monthly installments with the first payment being payable on the date
when the seven-day revocation period referred to below with respect to the
release expires. The Company will prepare the final release (which will be
substantially in the form attached as Exhibit A to this letter) and deliver it
to Executive within five business days of Executive’s termination of
employment. Executive will have twenty-one (21) days in which to consider the
release although Executive may execute it sooner. Please note that the release
has a revocation period of seven days.






	 	(f)	 	Subject to the provisions of paragraph (d) above, the Company will pay
interest on payments that are more than ten days past due at the prime rate at
the Company’s principal bank (or, if none, Citibank N.A.) plus two percentage
points compounded monthly. In addition, the Company will pay all reasonable
costs and expenses (including reasonable attorney’s fees and all costs of
arbitration or court proceedings) incurred by Executive to enforce this
agreement or any obligation hereunder but only if Executive is the prevailing
party in any such proceeding. If the Company is the prevailing party,
Executive will pay all of the Company’s reasonable costs and expenses
(including reasonable attorneys’ fees and all costs of arbitration or court
proceedings) incurred in connection with any such proceeding.






	 	(g)	 	In this letter, the term “cause” means (a) Executive’s failure to
adhere to any written policy of the Company if Executive has been given a
reasonable opportunity to comply with such policy and cure Executive’s failure
to comply (which reasonable opportunity to cure must be granted for a period of
ten days); (b) Executive’s appropriation (or attempted appropriation) of a


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	 		 	business opportunity of the Company, including attempting to secure or
securing any personal profit in connection with any transaction entered into on
behalf of the Company; (c) Executive’s misappropriation (or attempted
misappropriation) of any of the Company’s funds or property (including without
limitation trade secrets and other intellectual property); (d) Executive’s
actual (as opposed to merely asserted) breach or default under any other
agreements or obligations provided for in previous employment agreements
including provisions related to obligations of confidentiality, noncompetition,
nonsolicitation or use of information, (e) Actual (as opposed to merely
asserted) legal prohibitions on Executive’s ability to provide services to the
Company contemplated by this agreement arising from Executive’s fiduciary or
other duties or obligations related to Executive’s most recent employer before
entering into employment with the Company, or (f) Executive’s conviction of, or
Executive’s entering of a guilty plea or plea of no contest with respect to, a
felony or the equivalent thereof. In this letter, the term “good reason” means
(i) Executive’s assignment (without Executive’s consent) to a position, title,
responsibilities, or duties of a materially lesser status or degree of
responsibility than the position, responsibilities, or duties of Executive Vice
President and Chief Operating Officer – Laboratory Services, (ii) the
relocation of the Company’s offices at which Executive is based to a location
which is more thirty miles from the location of the Company’s principal offices
on the date of this letter; provided, however, that Executive must have given
the written notice to the Company that Executive believes he/she has the right
to terminate employment for good reason, specifying in reasonable detail the
events comprising the good reason, and the Company fails to eliminate the good
reason within fifteen (15) days after receipt of the notice.






	 	(h)	 	In this letter, the term “Change of Control” means (a) the issuance,
sale, transfer or acquisition by the Company of shares of capital stock of the
Company (including a transfer as a result of death, disability, operation of
law, or otherwise) in a single transaction or a group of related transactions,
as a result of which any entity, person, or group (other than Safeguard
Scientifics, Inc. and/or its affiliates) acquires the beneficial ownership of
newly issued, outstanding or treasury shares of the capital stock of the
Company having 50% or more of the combined voting power of the Company’s then
outstanding securities entitled to vote for at least a majority of the
authorized number of directors of the Company or (b) any merger, consolidation,
sale of all or substantially all the assets or other comparable transaction as
a result of which all or substantially all of the assets and business of the
Company are acquired directly or indirectly by another entity (except Safeguard
Scientifics, Inc. and/or any of its affiliates). An “affiliate” of an entity
is an entity controlling, controlled by, or under common control with the
entity specified, directly or indirectly through one or more intermediaries.
“Group” shall have the same meaning as in section 13(d) of the Securities
Exchange Act of 1934, and “beneficial ownership” shall have the meaning set
forth in Rule 13d-3 of the Securities and Exchange Commission adopted under the
Securities Exchange Act of 1934.






	 	(i)	 	Executive will not be required to mitigate the amount of any payment
provided for in this letter by seeking other employment or otherwise.






	 	(j)	 	Executive acknowledges that the arrangements
described in this letter will be the only obligations of the
Company or its affiliates in connection with any determination
by the Company to terminate Executive’s employment with the
Company. This letter does not terminate, alter, or affect
Executive’s rights under any plan or program of the Company in
which Executive may participate, except as explicitly set forth
herein. Executive’s participation in such plans or programs
will be governed by the terms of such plans and programs.


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7. Definitions of Competition and Solicitation. (a) For purposes of Section
6(d) of this Agreement, Executive shall be deemed to have engaged in
“Competition” with the Company if, without prior written approval of the Board
of Directors of the Company, Executive directly or indirectly through any other
person, firm or corporation, whether individually or in conjunction with any
other person, or as an employee, agent, consultant, representative, partner or
holder of any interest in any other person, firm, corporation or other
association during any portion of the term of this Agreement or any renewals or
extensions hereof or the period of salary continuation referred to in Section
6(a), competes with, or encourages or assists others to compete with, or
solicit orders or otherwise participates in business transactions or provides
services in competition with, the business engaged in by the Company at any
time during the term of Executive’s employment (unless such business shall have
been abandoned by the Company.) Executive acknowledges that the Company’s
products are marketed throughout the United States, that therefore the Company
is engaged in business in every county and state of the United States and that
the foregoing definition of “competition” includes competition in every county
and state of the United States as well as in foreign countries.




	 	(b)	 	For purposes of Section 6(d) of this Agreement “Solicitation” shall
mean (A) soliciting, enticing, or inducing any Customer (as defined below) to
become a client, customer, OEM, distributor, or reseller of any other person,
firm or corporation with respect to, or provide, products or services which are
competitive with products or services then sold or under development by the
Company or to cease doing business with the Company or authorizing or knowingly
approving the taking of such actions by any other person or (B) soliciting,
enticing, or inducing directly or indirectly, or hiring any person who
presently is or at any time during the term hereof shall be an employee of the
Company to become employed by any other person, firm or corporation or to leave
his or her employment with the Company or authorizing or approving any such
action by any other person or entity. Providing a reference for an employee of
the Company will not, however, constitute Solicitation if the employee has
decided to leave the employ of the Company, is seeking other employment, and
requests the reference.






	 	(c)	 	For purposes of this Section 7, “Customer” means any person or entity
which at the time of determination, if made prior to termination of employment,
or, after termination of employment, at the time of such termination, shall be,
or shall have been within two years prior to such time, a client, customer,
OEM, distributor, or reseller of the Company or a bona fide prospect to become
any of the foregoing.






	 	(d)	 	Competition shall not include investing in the securities of any
corporation having securities listed on a national securities exchange, the
Nasdaq National Market, or the Nasdaq SmallCap Market, provided that such
investment does not exceed 5% of any class of securities of any corporation
engaged in business in competition with the Company, and provided that such
ownership represents a passive investment and that neither Executive nor any
group of persons including her, in any way, either directly or indirectly,
manages or exercises control of any such corporation, guarantees any of its
financial obligations, otherwise takes any part in its business, other than
exercising his/her rights as a shareholder, or seeks to do any of the
foregoing.






	 	(e)	 	Executive acknowledges (i) that his/her experience and capabilities
are such that the conditions in Section 6(d) to his/her receiving the severance
benefits referred to in Section 6 will not prevent him/her from obtaining
employment or otherwise earning a living at the same general economic benefit
as reasonably required by him/her without losing the severance benefits and
(ii) that he/she has, prior to the execution of this Agreement, reviewed this
Agreement with his/her legal counsel. Executive acknowledges that the
provisions contained in this Section 7 and in Section 6(d) are reasonable and
necessary to protect the legitimate business interests of the







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	 	 	 	Company and that the Company would not have entered into this Agreement in
the absence of such provisions.





8. Other Payments in the Event of Termination of Employment. In the event of
termination of Executive’s employment for any reason, Executive will be
entitled to receive upon such termination payment of all accrued, unpaid salary
to the date of termination and a “pro rata portion” of his/her “bonus for the
year of termination” (as those terms are defined below). “Pro rata portion”
means the number of days in the calendar year of termination up to and
including the date of termination divided by the total number of days in that
full calendar year. The “bonus for the year of termination” means the amount
the Executive would have been likely to earn if he/she had been employed for
the full year, as determined in good faith by the Board of Directors of the
Company or a committee thereof.



9. Withholding; Nature of Obligations. The Company will withhold applicable
taxes and other legally required deductions from all payments to be made
hereunder. The Company’s obligations to make payments under this letter are
unfunded and unsecured and will be paid out of the general assets of the
Company.



10. Representations and Covenants of Executive. Executive represents and
warrants to the Company that: (a) she has full power and authority to enter
into this agreement and to perform her duties hereunder, (b) the execution and
delivery of this Agreement and the performance of her duties hereunder shall
not result in an actual (as opposed to merely asserted) breach of, or
constitute an actual (as opposed to merely asserted) default under, any
agreement or obligation to which she may be bound or subject, including without
limitation any obligations of confidentiality, noncompetition, nonsolicitation
or use of information, (c) this Agreement represents a valid, legally binding
obligation on her and is enforceable against her in accordance with its terms
except as the enforceability of this Agreement may be subject to or limited by
general principles of equity and by bankruptcy or other similar laws relating
to or affecting the rights of creditors, (d) to Executive’s knowledge, the
services contemplated by this agreement do not (i) infringe any third party’s
copyright, patent, trademark, trade secret or other proprietary right, or (ii)
violate any law, statute, ordinance or regulation, and (e) the Executive has
resigned from all positions as an employee, officer, director or executive of
Impath. Executive covenants to the Company that during the term of this
agreement (a) she shall not (i) intentionally use, in connection with her
employment with the Company, any confidential or proprietary information or
materials belonging to any third person or entity, or (ii) knowingly violate
any law, statute, ordinance or regulation and (b) she shall not breach (i) any
agreement with any third party to keep in confidence any confidential or
proprietary information, knowledge or data acquired prior to her execution of
this agreement or (ii) any obligations of confidentiality, noncompetition,
nonsolicitation or use of information.



11. Miscellaneous. The agreement will inure to the benefit of Executive’s
personal representatives, executors, and heirs. In the event Executive dies
while any amount payable under this agreement remains unpaid, all such amounts
will be paid to the parties legally entitled thereto in accordance with the
terms and conditions of this letter. No term or condition set forth in this
letter may be modified, waived, or discharged unless such waiver, modification,
or discharge is agreed to in writing and signed by Executive and an officer of
the Company authorized to sign such writing by the Board of Directors of the
Company or an authorized committee thereof. This agreement will be construed
and enforced in accordance with the laws of the State of California without
regard to the conflicts of laws of any state. Any controversy or claim arising
out of or relating to this agreement, or the breach thereof, will be settled by
arbitration in Los Angeles or Orange County, California in accordance with the
National Rules for the Resolution of Employment Disputes of the American



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Arbitration Association, using one arbitrator, and judgment upon the award
rendered by the arbitrator may be entered in any court of competent
jurisdiction.



If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to us the enclosed copy of this letter which will then
constitute our legally binding agreement on this subject.




	 	 	 
	 	 	
Sincerely,
	 
	 	 	
CHROMAVISION MEDICAL SYSTEMS, INC.

/s/ Stephen T.D. Dixon



By:  Stephen T.D. Dixon

Title: Executive Vice President, CFO






I agree to the terms and conditions of this letter




/s/ Heather Creran


Heather Creran





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GENERAL RELEASE AND AGREEMENT




     This GENERAL RELEASE AND AGREEMENT (hereinafter the “Release”) is made and
entered into as of December 5, 2003, by and between
CHROMAVISION MEDICAL SYSTEMS, INC. (the “Company”) and Heather Creran
(“Employee”).




     1. Background. The parties hereto acknowledge that this Release is being
entered into pursuant to the terms of the Letter Agreement, dated
(the “Letter Agreement”), between the Company and Employee. As used in
this Release, any reference to the Company shall include its predecessors and
successors and, in their capacities as such, all of its present, past, and
future directors, officers, employees, attorneys, insurers, agents and assigns,
as well as all Company affiliates, subdivisions, subsidiaries and parents,
including without limitation Safeguard Scientifics, Inc. and its subsidiaries
(collectively, the “Company Affiliates”) and their respective past, present and
future directors, officers, employees, consultants, attorneys, insurers, agents
and assigns; and any reference to Employee shall include, in their capacities
as such, his attorneys, heirs, administrators, representatives, agents, and
assigns.




     2. Resignation from Boards. Employee shall, and hereby does resign from
such Boards and officer positions with the Company and all affiliates and
partner companies of the Company as such employee holds on the date hereof. In
this regard, if requested, Employee agrees to pre-sign and deliver to the
Company resignation letters acceptable to the Company in order to effect
Employee’s resignation from certain companies and entities, and we may submit
other such letters from time to time, although nothing contained herein shall
prohibit Employee from resigning from such boards and officer positions at an
earlier time.




     3. General Release.





          (a) Employee, for and in consideration of the special transition services
and corresponding separation payments and other benefits offered to her or her
by the Company specified in the Letter Agreement that accompanies this Release
and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER
DISCHARGE the Company and the Company Affiliates, of and from any and all
causes of actions, suits, debts, claims, and demands whatsoever in law or in
equity, which he/she ever had, now has, or hereafter may have or which his or
her heirs, executors or administrators may have, by reason of any matter,
cause, or thing whatsoever, from the beginning of his or her employment with
the Company and/or the Company Affiliates to the date of this Release, and
particularly, but without limitation, any claims arising from or relating in
any way to his or her employment or the separation of his or her employment
relationship with the Company, including, but not limited to, any claims
arising under any federal, state, or local laws, including Title VII of the
Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (“Title VII”),
the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“the ADEA”),
the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. (“ADA”), the
Employee Retirement Income Security Act of 1974, 29 U.S.C. § 301, et seq., as
amended (“ERISA”), and any and all other federal, state or local laws, and any
common law claims now or hereafter recognized, including claims for wrongful
discharge, slander and defamation, as well as all claims for counsel fees and
costs.



          (b) By signing this Release, Employee represents that Employee has not
commenced any proceeding against the Company or any Company Affiliate in any
forum (administrative or judicial) concerning Employee’s employment.



 








 






          
(c) Employee agrees and covenants not to sue or to bring, or assign to
any third person, any claims or charges against the Company or any Company
Affiliate with respect to any known matter arising before the date of this
Release or covered by the release and not to assert against the Company or any
Company Affiliate in any action, grievance, suit, litigation or proceeding any
known matter before the date of this Release or covered by the release.
Employee agrees that in the event of a breach of any covenant of this Release
by Employee, the Company or any Company Affiliate damaged as a result of such
breach shall be entitled to recover attorneys’ fees and costs in an action
relating to such breach, in addition to compensatory damages.




          (d) Anything herein to the contrary notwithstanding, neither party is
released from any of his, her or its obligations under this Release or the
Letter Agreement, and each party confirms that such obligations are the only
obligations of the Company or its affiliates in connection with the cessation
of Employee’s service with the Company.




          (e) Employee acknowledges that this Release extends to all causes of
action, suits, debts, claims and demands referred to in (a) above, known or
unknown, suspected or unsuspected. By signing this Release, Employee expressly
waives all rights under Section 1542 of the California Civil Code, which reads
in full as follows:



“A General Release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by her must have materially affected his
settlement with the debtor.”



          (f) By signing this Release and the Letter Agreement and by making the
payments and providing the benefits contemplated by the Letter, the Company
does not admit any liability, wrongdoing or fault and expressly denies any such
liability, wrongdoing or fault.




     4. Confidentiality; Non-Disparagement.




          (a) Except to the extent required by law, including SEC disclosure
requirements, the Employee agrees that the terms of this Release will be kept
confidential by Employee, except that Employee may advise his or her family and
confidential advisors.





          (b) Employee will not at any time knowingly reveal to any person or
entity any of the trade secrets or confidential information of the Company or
the Company Affiliates or of any third party which the Company is under an
obligation to keep confidential (including, but not limited to, trade secrets
or confidential information respecting inventions, products, designs, methods,
know-how, techniques, systems, processes, software programs, works of
authorship, customer lists, projects, plans, and proposals), and Employee shall
keep secret all confidential matters relating to the Company or the Company
Affiliates and shall not use or attempt to use any such confidential
information in any manner which injures or causes loss or may reasonably be
calculated to injure or cause loss whether directly or indirectly to the
Company or the Company Affiliates. These restrictions contained in this
sub-paragraph (b) shall not apply to: (i) information that at the time of
disclosure is in the public domain through no fault of Employee; (ii)
information received from a third party outside of the Company that was
disclosed without a breach of any confidentiality obligation; (iii) information
approved for release by written authorization of the Company or the Company
Affiliate; or, (iv) information that may be required by law or an order of the
court, agency or proceeding to be disclosed; provided, Employee shall provide
the Company notice of any such required disclosure once Employee has knowledge
of it and will help the Company at the Company’s expense to the extent
reasonable to obtain an appropriate protective order.



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(c) Employee represents that Employee has not taken, used or knowingly
permitted to be used any notes, memorandum, reports, lists, records, drawings,
sketches, specifications, software programs, data, documentation, or other
materials of any nature relating to any matter within the scope of the business
of the Company, the Company Affiliates, or their partner companies or
concerning any of its dealings or affairs otherwise than for the benefit of the
Company or the Company Affiliates. Employee shall not, after his or her
termination of employment, use or knowingly permit to be used any such notes,
memoranda, reports, lists, records, drawings, sketches, specifications,
software programs, data, documentation, or other materials, it being agreed
that all of the foregoing shall be and remain the sole and exclusive property
of the Company, the Company Affiliate or client of the same, as the case may
be, and that immediately upon the effectiveness of Employee’s resignation from
employment, Employee shall deliver all of the foregoing, and all copies
thereof, to the Company at its main office.




          (d) In accordance with normal ethical and professional standards, the
Company and Employee agree that they shall not in any way engage in any conduct
or make any statement that would defame or disparage the other, or make to, or
solicit for, the media or others, any comments, statements (whether written or
oral), and the like that may be considered to be derogatory or detrimental to
the good name or business reputation of either party. It is understood and
agreed that the Company’s obligation under this paragraph extends only to the
conduct of the Company’s senior officers. The only exception to the foregoing
shall be in those circumstances in which Employee or the Company is obligated
to provide information in response to an investigation by a duly authorized
governmental entity or in connection with legal proceedings.




     5. Indemnity.



          (a) This Release shall not release the Company or any of its insurance
carriers from any obligation it or they might otherwise have to defend and/or
indemnify Employee and hold him/her harmless from any claims made against
him/her arising out of his/her activities as director or officer of the
Company, to the same extent as the Company or its insurance carriers are or may
be obligated to defend and/or indemnify and hold harmless any other director or
officer and the Company affirms its obligation to provide indemnification to
Employee as a director, officer, former director, or former officer of the
Company, as set forth in the Company’s bylaws and charter documents in effect
on the date of the Letter Agreement.



          (b) Employee agrees that Employee will personally provide reasonable
assistance and cooperation to the Company, at the Company’s expense, in
activities related to the prosecution or defense of any pending or future
lawsuits or claims involving the Company.




     6. General.





          (a) Employee understands that this Release is revocable by Employee for a
period of seven (7) days following execution of the Release. This Release
shall not become effective or enforceable until this seven (7) day revocation
period has ended.



          (b) Employee has carefully read and fully understands all the provisions
of the Notice and the Release which sets forth the entire agreement between
Employee and the Company, and Employee acknowledges that Employee has not
relied upon any representation or statement, written or oral, not set forth in
this document.



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          (c) Employee agrees that any breach of this Release or corresponding
Letter Agreement by Employee will cause irreparable damage to the Company and
that in the event of such breach the Company shall have, in addition to any and
all remedies of law, the right to an injunction, specific performance or other
equitable relief to prevent the violation of the obligations hereunder.



          (d) No term or condition set forth in this Release may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by Employee and a duly authorized officer of the Company.


          
(e) Any waiver by the Company of a breach of any provision of this
Release shall not operate or be construed as a waiver of any subsequent breach
of such provision or any other provision hereof.




     IN WITNESS WHEREOF, the parties have executed this Release as of the date
written above.




	 	 	 	 	 	 
	Dated:	 	 	 	 	 
	 	
	 	
NAME
	 
	 	 	 	CHROMAVISION MEDICAL SYSTEMS, INC.
	 
	Dated:	 	 	By:
	 	
	 	 	 	

Stephen T. D. Dixon, Executive Vice President and Chief Financial Officer








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