asbform8k090302_ex10-1.htm


    EXHIBIT
10.1

    


     

    SEPARATION AGREEMENT AND
GENERAL RELEASE

     

    This
Separation Agreement and General Release (“Agreement”) dated February 28,
2009 is between Eric Walters (for himself, his spouse, family, agents and
attorneys collectively,  “Executive” or “You”)), and AdvanSource
Biomaterials Corporation (the “Company”).

    WHEREAS,
Executive and the Company previously entered into an Employment Agreement dated
as of the 3rd day of
April, 2006 and an amendment thereto dated 10th day of
July 2007, which was effective on the 1st day of
April 2007 (collectively, all of the foregoing agreements shall be referred to
as the “Previous Agreements”);

     

    WHEREAS,
Executive and the Company desire for this Agreement to supersede all Previous
Agreements as of the effective date of Executive’s resignation; and

     

    WHEREAS,
Executive and the Company acknowledge that this Agreement is desirable and would
not otherwise be entered into unless the Agreement supersedes the Previous
Agreements as of the effective date of Executive’s resignation;

     

    WHEREAS,
Executive and the Company desire for this Agreement to resolve amicably and on
mutually satisfactory terms any and all issues relating to the Executive’s
resignation from employment with the Company;

     

    WHEREAS,
Executive desires to resign his position as Vice President and Chief Financial
Officer and the Company recognizes Executive’s valuable service to the
Company;

     

    NOW,
THEREFORE, in consideration of the mutual promises and forbearances set forth in
this Agreement, and other good and valuable consideration which Executive and
the Company hereby acknowledge, Executive and the Company agree as
follows:

     

    1. Terms and
Conditions.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    a. Background
and Recitals.  The foregoing Background and Recitals are
incorporated into and made a part of the Terms and Conditions of the
Agreement.

     

    b. Resignation
of Employment.  Executive resigns his position with the Company
as Vice President and Chief Financial Officer as of the date of this
Agreement.

     

    2. Severance
Benefit.  In connection
with the termination of Executive’s employment with the Company effective
February 28, 2009, if Executive sign and does not revoke this Agreement,
Executive will receive the following Severance Benefits:

     

    
      	
              a.  

            	
              34
      weeks of Salary Continuation, paid on regularly scheduled Company paydays,
      less legally required federal and state payroll deductions (also referred
      to the “Severance Pay”).

            


    

     

    
      	
              b.  

            	
              If
      Executive was enrolled in the Company’s medical, dental, and vision plans
      on his termination date, he may elect to continue his participation and
      that of his eligible dependents in those plans under the federal law known
      as COBRA.  If Executive does so by signing and returning the
      COBRA election form no later than the date he signs and returns this
      Agreement, then the Company will pay the Company’s share of premiums for
      his coverage and that of his eligible dependents for 34 weeks, or until he
      becomes eligible for equivalent coverage through a new employer, whichever
      is shorter.  At the conclusion of 34 weeks, if Executive remains
      eligible for COBRA, he may continue his enrollment in these plans but will
      be responsible for all premiums.  In no event will he be
      eligible for coverage longer than the period provided for under
      COBRA.

            


    

     

    Severance
Benefits will begin on the first regularly scheduled payday after the Effective
Date of this Agreement, as defined in paragraph 13 below.

     

    3. General
Release.  In exchange for
the Severance Benefits described in paragraph 2, by signing this Agreement,
Executive is are waiving and releasing all known or unknown claims of every kind
and nature he have or may have, as of the day he signs this Agreement, against
the Company, its parent, subsidiaries, predecessors, successors, affiliates,
trustees, officers, directors, fiduciaries, insurers, employees and agents
(jointly “the Released Parties”) arising out of your employment, including the
termination of his employment.  The claims

     

    
      
         

      

      
        2

        
          

        

      

      
         
Executive
is  releasing include, but are not limited to, any and all allegations
that the Released Parties:

    

     

    
      	
              *  

            	
              discriminated
      against Executive in violation of the Age Discrimination in Employment Act
      (“ADEA”), the Family and Medical Leave Act, or on the basis of race,
      color, sex (including sexual harassment), national origin, ancestry,
      disability, religion, sexual orientation, marital status, parental status,
      veteran status, source of income, entitlement to benefits, union
      activities, or any other status protected by local, state or federal laws,
      constitutions, regulations, ordinances or executive orders;
    or

            


    

     

    
      	
              *  

            	
              violated
      the Company’s personnel policies or procedures, any covenant of good faith
      and fair dealing, or any express or implied contract of any kind;
      or

            


    

     

    
      	
              *  

            	
              violated
      public policy, statutory or common law, including claims
      for:  personal injury; invasion of privacy; retaliatory
      discharge; negligent hiring, retention or supervision; defamation;
      intentional or negligent infliction of emotional distress and/or mental
      anguish; intentional interference with contract; negligence; detrimental
      reliance; loss of consortium to Executive or any member of his family;
      and/or promissory estoppel;

            


    

     

    
      	
              *  

            	
              are
      in any way obligated for any reason to pay Executive damages, expenses,
      litigation costs (including attorneys’ fees), wages and/or penalties,
      backpay, frontpay, disability or other benefits, compensatory damages,
      punitive damages, and/or interest.

            


    

     

    4. Exclusions
From General Release.  Excluded from the
General Release in paragraph 3 above are any claims against the Released Parties
or rights which cannot be waived or released by law.  Also excluded
from the General Release is Executive’s right to file a charge against the
Released Parties with an administrative agency or participate in any agency
investigation of the Released Parties.  Executive is, however, waiving
and releasing his right to recover any money in connection with such a charge or
investigation. Executive is also waiving and releasing his right to recover
money in connection with a charge or law suit filed by any other individual,
group of individuals or by the Equal Employment Opportunity Commission or any
other federal or state agency on your behalf or on behalf of a group of which
his is a

     

    
      
         

      

      
        3

        
          

        

      

      
         
member.   In
addition, the Company acknowledges Executive’s rights (and Executive reserves
his rights) to indemnification as an indemnitee under the Company's Articles of
Incorporation.

    

     

    5. Covenant
Not To Sue.  A “covenant not
to sue” is a legal term which means a promise not to file a lawsuit in
court.  It is different from the General Release of claims contained
in paragraph 3 above.  In addition to waiving and releasing the claims
covered by paragraph 3 above, Executive agrees not to sue the Released Parties
based on any claim waived or released by the General Release provided in
paragraph 3 of this Agreement.  This Covenant Not To Sue does not bar
Executive from bringing a claim against the Company to enforce this Agreement or
to challenge the validity of this Agreement under the ADEA.  If
Executive sues the Released Parties in violation of this Agreement, he shall be
liable to them for their reasonable attorneys’ fees and other litigation costs
incurred in defending against such a suit.  (As indicated above, it
would not violate any part of this Agreement to sue the Released Parties to
enforce this Agreement, or to challenge the validity of this Agreement under the
ADEA.)

     

    6. Executive
Acknowledgments.  Executive also
acknowledges that he: (i) has been paid in full for all hours worked; (ii) has
no accrued but unused vacation due to him; (iii) has received any leaves to
which he was entitled during his employment and the Company has not interfered
with his ability to request or take such leaves; (iv) has not been retaliated or
discriminated against because he took a family or medical leave or any reason
protected by law; and (v) has not suffered any on-the-job injury for which he
has not already filed a claim.

     

    7. Non-Admissions.  The fact and
terms of this Agreement are not an admission by the Released Parties of any
liability or wrongdoing under any law.

     

    8. Non-Disparagement.   Executive
understands and agrees that as a condition of his receipt of the Severance
Benefits, he shall not make any false, disparaging or derogatory

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

      statements
to any media outlet, industry group, financial institution or current or former
employee, consultant, client or customer of the Company regarding the Company or
any of its directors, officers, employees, agents or representatives or about
the Company’s business affairs and financial condition.  The Company
agrees that it will not, and will cause its senior executives (Michael Adams,
Andy Reed, Paul Strati and Khristine Carroll) and Directors who are not also
senior executives (William O’Neill, Anthony Armini, Michael Baretti, and Jerry
Dorsey) not to take any action or make any statement which is false, disparages,
criticizes, or is derogatory with respect to, Executive regardless of whether
such statements would be actionable under statutory or common law liability
theories.

    

     

    9. Non-Disclosure
of Confidential Information.  Executive
acknowledges his obligation to keep confidential all non-public information
concerning the Company which he acquired during the course of his employment
with the Company, including without limitation, information about clients that
is not otherwise publicly available; information about prospective clients;
financial information unless it is publicly available; information about
strategic business plans and initiatives that is not otherwise publicly
available; information concerning any aspect of staff employment including but
not limited to compensation, performance and disciplinary matters; computer
passwords and any other electronic means that would allow non-public access to
the Company; and information about the Company that is not otherwise within the
public domain.

     

    10. Confidentiality.  Executive
understands and agrees that as a condition for his receipt of the Severance
Benefits herein described, the existence, terms and contents of this Agreement,
and the contents of any negotiations or discussions resulting in this Agreement,
shall be maintained as confidential by Executive and his attorneys, agents and
representatives and

     

    
      
         

      

      
        5

        
          

        

      

      
         
shall not
be disclosed except to the extent required by federal or state law or as
otherwise agreed to in writing by the Company; provided, however, that it is
agreed that the Company shall issue (and Executive shall be free to provide
copies of) a press release in the form attached as Exhibit 1 to this
Agreement.

    

     

    11. Return of
Company Property.  As a condition
for Executive’s receipt of the Severance Benefits described herein, he is
required to return and represent that he has returned all Company property
including, but not limited to, files and records, whether in electronic or hard
copy (and copies thereof), keys, passcards, electronic equipment (such as cell
phones, beepers, laptop computers), hardware, software, which was in his
possession or control.  Executive represents that he has left intact
all electronic Company documents or files, including those which he developed or
helped develop during his employment.

     

    12. Additional
Employee Acknowledgments.  Executive agrees
that:

     

    
      	
              *  

            	
              He
      is entering into this Agreement knowingly and
  voluntarily;

            


    

     

    
      	
              *  

            	
              He
      as been advised to consult with an attorney before signing this
      Agreement;

            


    

     

    
      	
              *  

            	
              He
      understands that he may take up to twenty-one days from the date he
      receives this Agreement to consider this Agreement before signing
      it;

            


    

     

    
      	
              *  

            	
              except
      for this Agreement he is not entitled to the Separation Benefits described
      in paragraph 2 of this Agreement;

            


    

     

    
      	
              *  

            	
              this
      Agreement is the entire Agreement between Executive and the Company
      regarding his release of claims against the
  Company.

            


    

     

    13. Revocation/Payment.  After Executive
signs this Agreement, he will have seven (7) days to revoke it if he changes his
mind.  If Executive wants to revoke the Agreement, he should deliver a
written revocation to Michael Adams, the CEO of the Company,  within 7
days after he signed it.  If Executive revokes this Agreement by
delivery of a written revocation, this Agreement shall be of no effect and will
not bind or obligate either him or the Company.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

      If
Executive does not revoke this Agreement, this Agreement becomes effective on
the eighth day after he signed it (the “Effective Date”) and he will receive the
Severance Benefits described in paragraph 2.

    

     

    14. Severability.  If any part of
this Agreement is found to be invalid, the rest of the Agreement will be
enforceable.

     

    15. Applicable
Law. This
Agreement shall be interpreted and construed by the laws of the Commonwealth of
Massachusetts, without regard to conflict of laws
provisions.  Executive hereby irrevocably submits to and acknowledges
and recognizes the jurisdiction of the courts of the Commonwealth of
Massachusetts, or if appropriate, a federal court located in Massachusetts
(which courts, for purposes of this agreement, are the only courts of competent
jurisdiction), over any suit, action or other proceeding arising out of, under
or in connection with this letter agreement or the subject matter
hereof.

     

    
      	
              ERIC
      WALTERS

            	
              AdvanSource
      Biomaterials Corporation

            
	
              /s/ Eric Walters

            	
              BY:  /s/ Michael F. Adams

            
	 
      	
              TITLE:  President and Chief Executive
      Officer

            
	
              DATE  February 27, 2009

            	
              DATE  February 28,
2009

            


    

    


     


    
      
         


      

      
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