Exhibit
10.30


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (the “Agreement”) is entered into as of September 11, 2003
by and between Specialty Laboratories, Inc., a California corporation (the
“Company”), and Thomas J. Kosco (“Executive”), and is effective upon execution
by the Executive and approval by the Compensation Committee of the Company’s
Board of Directors (the “Compensation Committee”).


 


1.             Duties
and Responsibilities.


 


A.            Executive shall serve
as the Company’s Vice-President, Business Development or such other title or
position as may be designated from time to time by the Board of Directors.


 


B.            Executive agrees to
devote his/her full time and attention to the Company, to use his/her best
efforts to advance the business and welfare of the Company, to render his/her
services under this Agreement fully, faithfully, diligently, competently and to
the best of his/her ability, and not to engage in any other employment
activities to the extent such other employment interferes with the Company’s business
or the performance of the Executive’s duties hereunder.


 


C.            Executive shall be
based at the Company’s office located in Santa Monica, California (which the
Company may move to Valencia, California), but Executive may be required to
travel to other geographic locations in connection with the performance of
his/her Executive duties.


 


2.             Period
of Employment.


 


Executive’s
employment with the Company shall be governed by the provisions of this
Agreement for the period commencing September 11, 2003 and continuing until
this Agreement terminates pursuant to written notification by either the
Company or Executive, which notification may occur at any time for any reason
or no reason.  The period during which
the Executive provides services to the Company pursuant to this Agreement shall
be referenced in this Agreement as the “Employment Period.”


 


3.             Cash
Compensation.


 


A.            Executive’s base
salary shall be payable in accordance with the Company’s standard payroll
schedule (“Base Salary”).  Executive’s
compensation shall be subject to periodic review by the Company, and may be
increased or decreased in the Company’s discretion with approval of the
Compensation Committee.


 


B.            For each fiscal year
during the Employment Period, Executive shall be eligible for an incentive
bonus in the Company’s sole discretion (“Incentive Bonus”).  For each full fiscal year of employment
during the Employment Period, Executive shall be eligible for an Incentive
Bonus, targeted at twenty percent (20%) of his/her annual base salary.  The Incentive Bonus amount will be based on
a number of factors, including but not limited to:  (1) the


 

















 


financial
performance of the Company as determined and measured by the Company’s Board of
Directors, and (2) Executive’s achievement of management targets and goals as
set by the Company.  The Incentive Bonus
amount is intended to reward contribution to the Company’s performance over an
entire fiscal year, and to encourage continuing contribution, and consequently
will be paid only if Executive is employed and in good standing at the time of
bonus payments, which generally occurs within ninety (90) days after the close
of the Company’s fiscal year. 
Determination of the amount of Incentive Bonus, or whether any Incentive
Bonus shall be paid, will be made in the Company’s sole discretion.


 


C.            The Company shall
deduct and withhold from the compensation payable to Executive hereunder,
including the Incentive Bonus (if any), any and all applicable Federal, state
and local income and employment withholding taxes and any other amounts
required or authorized by Executive to be deducted or withheld by the Company
under applicable statutes, regulations, ordinances or orders governing or
requiring the withholding or deduction of amounts otherwise payable as compensation
or wages to employees.


 


4.             Equity
Participation. 


 


Pursuant to the
Company’s 2000 Stock Incentive Plan, Executive may have previously been granted
a specific number of options to purchase shares of the Company’s common stock
(the “Options”), with certain vesting schedules and exercise prices, and except
as specifically detailed herein, such grants remain in effect and are not
affected by this Agreement.


 


5.             Expense
Reimbursement.


 


In addition to the
compensation specified in Section 3, Executive shall be entitled, in accordance
with the Company’s reimbursement policies in effect from time to time, to
receive reimbursement from the Company for reasonable business expenses
incurred by Executive in the performance of his/her duties hereunder, provided
Executive furnishes the Company with vouchers, receipts and other details of
such expenses in the form required by the Company sufficient to substantiate a
deduction for such business expenses under all applicable rules and regulations
of Federal and state taxing authorities.


 


6.             Fringe
Benefits.


 


A.            Executive shall,
throughout the Employment Period (after any applicable waiting period for new
employees as specified in Company policies), be eligible to participate in all
group term life insurance plans, group health plans, accidental death and
dismemberment plans and short-term disability programs and other Executive
perquisites which are made available to the Company’s Executives and for which
Executive qualifies.  The Company’s
Employee Handbook, copies of which Executive acknowledges were provided to
Executive by Company, set forth further information concerning these benefits.


 


B.            Executive shall earn
vacation time during the Employment Period at the rate of three (3) weeks per
year. Vacation shall accrue and be taken pursuant to the Company’s vacation
benefit policy set forth in the Company’s Employee/Team Member Handbook, up to
a maximum accrual of 160 hours, or four (4) weeks, of unused vacation
time.  Once this maximum


 


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accrual
is reached, the accrual will stop until Executive reduces the vacation balance
by taking vacation time.


 


7.             Severance Pay for Exercise of the
At-Will Clause.


 


A.            Notwithstanding any of
the provisions of this Agreement, Executive’s employment with the Company is
“at will”, which means that it is not for a specific term and may be terminated
by either the Company or Executive at any time, for any reason or no reason,
without advance notice.  Similarly the
Company may change the terms and conditions of Executive’s employment at any
time, for any reason, without advance notice.


 


B.            Should
the Company terminate Executive’s employment for Cause (as defined in Section 9
below), or should Executive voluntarily resign (other than a resignation for
Good Reason (as defined in Section 8 below)), the Company shall have no
obligation to Executive under this Agreement other than for accrued but unpaid
salary and vacation time as of the date of termination.


 


C.            If
the Company terminates Executive’s employment other than for Cause, or if
Executive resigns for Good Reason, the Company shall pay to Executive (in
either a lump sum or on a bi-weekly basis, at the sole discretion of the
Company) severance pay in the amount equivalent to nine (9) months of Executive’s
Base Salary immediately preceding such termination of Executive’s employment, and
Company shall also make a lump sum payment to Executive of an amount equivalent
to the payments necessary for continuation of Executive’s health benefits for nine (9) months under COBRA (such payments collectively “Severance
Compensation”).  Any election of
coverage under COBRA will be at Executive’s sole discretion and expense.  Executive must comply with the terms and
conditions of COBRA to establish and maintain eligibility.  In the event the provisions of this Section
7(C) are implemented, upon the payment of the Severance Compensation and any
accrued but unpaid salary and vacation time as of the date of
termination have been paid to Executive, the Company shall have no further
obligation to Executive under this Agreement. 
The Company shall not provide
nor reimburse Executive for any supplemental insurance products, including life
insurance.


 


D.            The
Company shall deduct and withhold from the Severance Compensation any and all
applicable Federal, state and local income and employment withholding taxes and
any other amounts required or authorized by Executive to be deducted or
withheld by the Company under applicable statutes, regulations, ordinances or
orders governing or requiring the withholding or deduction of amounts otherwise
payable as compensation or wages to employees.


 


8.             Good
Reason.


 


For Purposes of this
Agreement, “Good Reason” shall mean any of the following events or occurrences,
provided that Executive first provides prompt written notice to Company of the
event or occurrence, and Company has not cured such event or occurrence within
fourteen (14) days of receipt of such notice:


 


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A.            A material reduction
or alteration in the duties, responsibilities, status, reporting
responsibilities, title, or offices that Executive had with the Company
immediately before the reduction;


 


B.            A reduction by more
than 10% of the annual Base Salary that Executive was eligible to receive from
the Company and its affiliates immediately before the reduction, or any
cumulative reductions totaling more than 10% of the annual Base Salary of
Executive as the effective date of this Agreement;


 


C.            A Change in Control
after which the Executive is not offered the same or equivalent position at no
less than ninety percent (90%) of Executive’s Base Salary immediately preceding
such Change of Control;


 


D.            The failure of any
successor to the Company by merger, consolidation or acquisition of all or
substantially all of the business or assets of the Company to assume the
Company’s obligations under this Agreement; or


 


E.             A material breach by
the Company of its obligations under this Agreement.


 


9.             Cause. 


 


For purposes of this
Agreement, “Cause” shall mean a reasonable belief by the Board of Directors (or
any of the Executive’s supervisors) that Executive has engaged in any one or
more of the following:  (i) financial
dishonesty, including, without limitation, misappropriation of a material or
substantial quantity of Company funds or property, or any attempt by Executive
to secure any personal profit related to the business or business opportunities
of the Company without the informed, written approval of the Company’s Board of
Directors; (ii) gross insubordination; (iii) gross negligence or reckless or
willful misconduct in the performance of Executive’s duties; (iv) misconduct
which has a materially adverse effect upon the Company’s business or
reputation; (v) the conviction of, or plea of nolo contendre to, any felony
involving moral turpitude or fraud; (vi) the material breach of any provision
of this Agreement; (vii) a material violation of Company policies including,
without limitation, the Company’s policies on equal employment opportunity and
prohibition of unlawful harassment; or (viii) the death or Disability of the
Executive (as defined below).


 


10.           Failure to Render Service.


 


In the event Executive
fails for a period of 365 calendar days during any twelve-month period, as a
result of illness, incapacity, Disability (as defined below), injury, or by
reason of any statute law, ordinance, regulation, order, judgment or decree, to
render the services contemplated by this Agreement, Company, by written notice
to Executive, may, to the extent consistent with applicable law, suspend
payment of any salary or other benefits and/or terminate Executive’s employment
without those benefits provided herein. 
For purposes of this Agreement, “Disability” shall mean the absence of
the Executive from this duties with the Company on a full-time basis for 365
consecutive days as a result of incapacity due to mental or physical illness
which is determined to be total and permanent by a physician selected by the


 


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Company or its insurers and acceptable to the Executive or his/her
legal representative (such agreement as to acceptability not to be unreasonably
withheld).


 


11.           Special Change In Control Provisions.


 


A.            For purposes of this
Agreement, “Change In Control” shall mean any of the following transactions or
events effecting a change in ownership or control of the Company:


 


(i)             a merger, consolidation or reorganization
approved by the Company’s stockholders, unless securities representing
more than fifty percent (50%) of the total combined voting power of the voting
securities of the successor company are immediately thereafter beneficially
owned, directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the Company’s outstanding voting securities
immediately prior to such transaction, or


 


(ii)            any
stockholder-approved transfer or any other disposition of all or substantially
all of the Company’s assets, or


 


(iii)           the acquisition, directly or indirectly, by
any person or related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Company), of beneficial ownership (within the meaning of Rule 13d-3
of the 1934 Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company’s outstanding securities pursuant to
a tender or exchange offer made directly to the Company’s stockholders, or


 


(iv)           a
change in the composition of the Board such that: (a) five (5) or more Board
members resign or are otherwise removed as Board members within any period of
six (6) consecutive months or less; or (b) five (5) or more Board members opt
not to stand for re-election to the Board within any period of six (6)
consecutive months or less; or (c) the authorized number of Board members is
increased or decreased by five (5) or more members within any period of six (6)
consecutive months or less; or (d) any combination of the foregoing Sections
11(A)(iv)(a-c) occurs, such that five (5) or more Board member positions are
affected by a combination of resignations/removals, the option not to stand for
re-election, or the increase/decrease of the authorized number of Board members
within any period of six (6) consecutive months or less.  As an example of the foregoing, and for
illustrative purposes only, in the event that two (2) Board members resign, one
(1) Board member opts not to stand for re-election, and the authorized number
of Board members is increased by two (2) positions, all of which occur within
any period of six (6) consecutive months or less, a Change of Control will be
deemed to have occurred.


 


B.            Change in Control Acceleration.
In the event of a of a Change in Control as described in Section 11(A)(iv)
herein, the Options, to the extent outstanding at the time of such Change in
Control, but not otherwise vested and exercisable for all the shares of Common
Stock subject to those Options will, immediately and automatically as of the
effective date of


 


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such
Change in Control, vest and become exercisable for all of the shares of Common
Stock at the time subject to the Options and may be exercised for any or all of
those shares as fully-vested shares of Common Stock.  In the event of a Change of Control other than that described in
Section 11(A)(iv) herein, the Options shall be governed by the terms of the
Company’s 2000 Stock Incentive Plan.


 


D.            Termination or Resignation Following
Change in Control.  Following
a Change in Control, should Executive’s employment with the Company or
successor company terminate by reason of (i) a resignation for Good Reason
within twelve (12) months after a Change in Control, or (ii) an involuntary
termination of Executive’s employment (other than a termination for Cause)
within twelve (12) months after a Change in Control (“Involuntary
Termination”), Executive will become entitled to receive the severance benefits
set forth herein, provided and only if Executive
executes and delivers to the Company or successor company a general release (in
form and substance substantially similar to that in Exhibit A hereto or such
other form as mutually agreed to by Executive and Company or successor
company).


 


12.
Additional Restrictive Covenants.


 


A.            Executive acknowledges
and agrees that given the extent and nature of the confidential and proprietary
information he/she will obtain during the course of his/her employment with the
Company, it would be inevitable that such confidential information would be
disclosed or utilized by the Executive should he/she obtain employment from, or
otherwise become associated with, an entity or person that is engaged in a
business or enterprise that directly competes with the Company.  Consequently, if in any period during which
the Executive is receiving payments from the Company as a severance benefit,  including
but not limited to severance pay pursuant to Section 7, Executive shall,
without prior written consent of the Company’s Board of Directors, directly or
indirectly own, manage, operate, join, control or participate in the ownership,
management, operation or control of, or be employed by, render service to or be
connected in any manner with, any enterprise which is engaged in any business
directly competitive with that of the Company, then Company may, in its sole
discretion, permanently and/or temporarily cancel and/or suspend any remaining
severance payments to Executive. 
Cancellation or suspension of payments to Executive under this Section
12(A) shall not be deemed a breach of this Agreement by Company.  The provisions of this Section 12(A) shall
not apply to any passive investment representing an interest of less than two
percent (2%) of an outstanding class of publicly-traded securities of any company
or other enterprise.


 


B.            During
the Employment Period, and for any additional period thereafter during
which the Executive is receiving payments from the Company as a severance
benefit, including
but not limited to severance pay pursuant to Section 7, Executive
shall not encourage or solicit any of the Company’s employees to leave
the Company’s employ for any reason or interfere in any other manner with
employment relationships at the time existing between the Company and its
employees.  In addition, Executive shall
not solicit, directly or indirectly, business from any client of the Company,
induce any of the Company’s clients to terminate their existing business
relationship with the Company or interfere in any other manner with any
existing business relationship between the Company and any client or other
third party.


 


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C.            Executive acknowledges
that monetary damages may not be sufficient to compensate the Company for any
economic loss which may be incurred by reason of his/her breach of the
foregoing restrictive covenants. 
Accordingly, in the event of any such breach, the Company shall, in
addition to the termination of this Agreement and any remedies available to the
Company at law, be entitled to obtain equitable relief in the form of an
injunction precluding Executive from continuing such breach.


 


13.           Proprietary
Information.


 


As a condition of
Executive’s employment with the Company, Executive will execute (or has already
executed) the Company’s standard Confidential Information and Assignment of
Inventions Agreement.  Executive’s
obligations pursuant to the Confidential Information and Assignment of
Inventions Agreement will survive termination of Executive’s employment with
the Company.


 


14.           Successors
and Assigns.


 


This Agreement is
personal in its nature and the Executive shall not assign or transfer his/her
rights under this Agreement.  The
provisions of this Agreement shall inure to the benefit of, and be binding on
each successor of the Company whether by merger, consolidation, transfer of all
or substantially all assets (whether or not such transaction qualifies as a
Change in Control) or otherwise and the heirs and legal representatives of
Executive.


 


15.           Notices.


 


Any notices, demands or other
communications required or desired to be given by any party shall be in writing
and shall be validly given to another party if served either personally or if
deposited in the United States mail, certified or registered, postage prepaid,
return receipt requested.  If such
notice, demand or other communication shall be served personally, service shall
be conclusively deemed made at the time of such personal service.  If such notice, demand or other
communication is given by mail, such notice shall be conclusively deemed given
forty-eight (48) hours after the deposit thereof in the United States mail
addressed to the party to whom such notice, demand or other communication is to
be given as hereinafter set forth:


 


To the Company:


 


Human Resources Department


Specialty Laboratories, Inc.


2211 Michigan Avenue


Santa Monica, California 90404


 


To Executive at the
current address as noted in personnel file at Company.


 


Any
party may change its address for the purpose of receiving notices, demands and
other communications by providing written notice to the other party in the
manner described in this Section.


 


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16.           Governing
Documents.


 


This Agreement
along with the documents expressly referenced in this Agreement constitute the
entire agreement and understanding of the Company and Executive with respect to
the terms and conditions of Executive’s employment with the Company and the
payment of severance benefits and supersedes all prior and contemporaneous
written or verbal agreements and understandings between Executive and the
Company relating to such subject matter. 
This Agreement may only be amended by written instrument signed by
Executive and an authorized officer of the Company.  Any and all prior agreements, understandings or representations
relating to the Executive’s employment with the Company are terminated and
cancelled in their entirety and are of no further force or effect.


 


17.           Governing
Law.


 


The provisions of
this Agreement will be construed and interpreted under the laws of the State of
California. If any provision of this Agreement as applied to any party or to
any circumstance should be adjudged by a court of competent jurisdiction to be
void or unenforceable for any reason, the invalidity of that provision shall in
no way affect (to the maximum extent permissible by law) the application of
such provision under circumstances different from those adjudicated by the
court, the application of any other provision of this Agreement, or the
enforceability or invalidity of this Agreement as a whole.  Should any provision of this Agreement
become or be deemed invalid, illegal or unenforceable in any jurisdiction by
reason of the scope, extent or duration of its coverage, then such provision
shall be deemed amended to the extent necessary to conform to applicable law so
as to be valid and enforceable or, if such provision cannot be so amended
without materially altering the intention of the parties, then such provision
will be stricken and the remainder of this Agreement shall continue in full
force and effect.


 


18.           Remedies.


 


All rights and remedies
provided pursuant to this Agreement or by law shall be cumulative, and no such
right or remedy shall be exclusive of any other.  A party may pursue any one or more rights or remedies hereunder
or may seek damages or specific performance in the event of another party’s
breach hereunder or may pursue any other remedy by law or equity, whether or
not stated in this Agreement.


 


19.           Arbitration.


 


A.            Except as provided for
in Section 12(C), and to the fullest extent allowed by law, any controversy or
claim arising out of or relating to Executive’s employment with the Company or
anything set forth herein, shall be settled by final and binding arbitration,
conducted in Los Angeles County, by an arbitrator selected in accordance with
the procedure set forth below.  Possible
disputes covered by the foregoing, include (without limitation) claims pursuant
to Title VII of the Civil Rights Act, the California Fair Employment and Housing
Act and comparable statutes in other states if applicable, the Americans with
Disabilities Act,  the Age
Discrimination in Employment Act, and any other statutes relating to an
employee’s relationship with his/her employer. The Executive and the Company
shall initially confer and attempt to


 


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reach
agreement on the individual to be appointed as the arbitrator.  If no agreement is reached, the Executive
and the Company shall request from the Judicial Arbitration and Mediation
Services (“JAMS”) a list of five (5) retired judges affiliated with JAMS. The
Executive and the Company shall each alternately strike names from such list
until only one (1) name remains, and such person shall thereby be selected as
the arbitrator.  Except as otherwise
provided for herein, such arbitration shall be conducted in conformity with the
procedures specified in the California Arbitration Act (Cal. C.C.P. §§ 1280 et
seq.).  The arbitrator shall
allow the discovery authorized by California Code of Civil Procedure section
1283.05 or any other discovery required by law in arbitration proceedings.  To the extent that anything in this
Agreement conflicts with the arbitration procedures required by applicable law,
the arbitration procedures required by applicable law shall govern.  The arbitrator shall issue a written award
that sets forth the essential findings and conclusions on which the award is
based.  The arbitrator shall have the
authority to award any relief authorized by law in connection with the asserted
claims or disputes.  The arbitrator’s
award shall be subject to correction, confirmation or vacation, as provided by
any applicable law setting forth the standard of judicial review of arbitration
awards.


 


B.            The
Company shall bear the entire cost of (i) the arbitrator’s fee, (ii) any other
type of expense or cost that the Executive would not be required to bear if the
Executive were free to bring the dispute or claim in court and (iii) any other
expense or cost that is unique to arbitration. 
The parties intend that this section describing arbitration
shall be valid, binding, enforceable and irrevocable and shall survive the
termination of this Agreement.  Any
final decision of the arbitrator so chosen may be enforced by a court of
competent jurisdiction.  The Executive
acknowledges and agrees that he/she is waiving his/her right to a jury trial
and agrees that the decision of the arbitrator shall be final and binding.  Each party shall pay its own costs and
attorneys’ fees, if any.  However, if
any party prevails on a statutory claim which affords the prevailing party
attorneys’ fees and costs, the Arbitrator may award reasonable fees and costs
to the prevailing party.  Any dispute as
to the reasonableness of any fee or cost shall be resolved by the Arbitrator.


 


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20.           No Waiver.


 


The waiver by
either party of a breach of any provision of this Agreement shall not operate
as or be construed as a waiver of any later breach of that provision.


 


21.           Counterparts.


 


This Agreement may be
executed in more than one counterpart, each of which shall be deemed an
original, but all of which together shall constitute but one and the same instrument.


 


	
   

  	
   

  	
  SPECIALTY LABORATORIES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Douglas S.
  Harrington

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Douglas S.
  Harrington, M.D.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  September 12,
  2003

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Thomas J. Kosco

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  September 12,
  2003

  	
   

  
						



 


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Exhibit A


Form of General Release


 


GENERAL
RELEASE OF ALL CLAIMS


 


This General Release of All Claims (“Agreement”) is
voluntarily entered into by «NAME» (“Executive”) and Specialty Laboratories,
Inc. (“Specialty” or “Company”)
to settle fully and finally all obligations and/or differences between them,
disputed and/or undisputed, arising out of, relating to or resulting from
Executive’s employment with Specialty
and separation from employment. 
Executive and Specialty
agree:


 


1.                        Executive’s employment with Specialty will terminate/terminated
effective «TERMDATE».  On that date
Executive’s employment with Specialty
will/did automatically and immediately cease for all purposes except as provided
below.  Also on that date, the Company
will/did provide the Executive with a final paycheck which will include payment
for hours worked up through and including «TERMDATE», plus all earned and
untaken vacation.


 


2.                        As full and final settlement of all claims,
demands, damages, liabilities and/or causes of action of any kind whatsoever,
known or unknown (“Claims”) that Executive has or may have against Specialty, its officers, directors,
shareholders, owners, parent companies, subsidiaries, affiliates, predecessors,
successors, assigns, agents, employees and representatives (“Specialty, et al”), and in reliance upon
Executive’s termination of employment, release, covenants and promises
contained herein, Specialty
agrees to provide Executive with the severance benefits provided for and
described in the Employment Agreement between Specialty and Executive
dated September 11, 2003.


 


3.                        In consideration of the above, Executive and Specialty waive, release and forever
discharge each other, et al, from all Claims that Executive or Specialty has or may have against each
other, et al, arising out of, relating to, or resulting from any events
occurring before the execution of this Agreement, including but not limited to
any Claims arising out of, relating to or resulting from Executive’s employment
with Specialty, the cessation of
that employment, any Claims for violation of Specialty’s
policies or procedures, wrongful termination, breach of contract, breach of the
covenant of good faith and fair dealing, violation of public policy, negligent
and/or intentional infliction of emotional distress and/or stress, negligence,
injury to the psyche and/or internal organs, negligent and/or intentional
misrepresentation, fraud and/or deceit, defamation and/or invasion of privacy,
any claims for physical, mental and/or psychological injuries, attorneys’ fees,
costs, any Claims under the California Labor Code, the California Workers’
Compensation Act, the California Fair Employment and Housing Act, Title VII of
the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights
Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the Family and Medical Leave Act, the
California Family Rights Act, the Consolidated Omnibus Budget Reconciliation
Act of 1985 and/or the Employee Retirement Income Security Act of 1974 and/or
any Claims under any other federal, state of local law, constitution,
regulation or ordinance.  Executive and Specialty further agree


 


11

















 


not
to bring, continue or maintain any legal proceedings of any nature whatsoever
against each other, et al, before any court, administrative agency, arbitrator
or any other tribunal or forum by reason of any such Claims.  Specifically included in this release are
all Claims of age discrimination, whether under the Federal Age Discrimination
in Employment Act of 1967, 29 U.S.C. Section 621 et seq., the California Fair
Employment and Housing Act, California Government Code Section 12941 et seq. or
any other law.


 


4.                        This Agreement is intended to be effective as
a bar to all Claims as stated in paragraph 3. 
Accordingly, Executive and Specialty
hereby expressly waive all rights and benefits conferred by Section 1542 of the
California Civil Code, which states:


 


“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 HIM MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR.”


 


Executive and Specialty acknowledge that they may
hereafter discover Claims or facts in addition to or different from those which
they now know or believe to exist with respect to the subject matter of this
Agreement and which, if known or suspected this Agreement, may have materially
affected this settlement.  Nevertheless,
Executive and Specialty hereby
waive any right, claim or cause of action that might arise as a result of such
different or additional claims or facts. 
Executive and Specialty
acknowledge that they understand the significance and consequence of such
release and such specific waiver of Section 1542.


 


5.                        Executive acknowledges and agrees he/she has
signed, or concurrent with this Agreement is signing, the “Agreement with
Respect to Confidential Information, Inventions and Works of Authorship”
(“Confidentiality Agreement”), which is fully incorporated herein by this
reference.  Executive warrants and
represents he/she has not breached any of his obligations under the Confidentiality
Agreement and agrees to abide by all promises, terms, obligations and covenants
agreed to, made and/or assumed by Executive under the Confidentiality
Agreement.


 


6.                        Executive acknowledges and agrees he/she will
make only truthful remarks and statements about and will not disparage Specialty and/or Specialty’s business operations, products,
services, practices, procedures, policies, officers, directors, shareholders,
agents, employee and representatives. 
The Company acknowledges and agrees that no member of Company senior
management will make disparaging or untrue remarks about Executive.


 


7.                        Executive agrees that upon termination of
employment with the Company, Executive will promptly transfer to the Company,
all drawings, manuals, guides, records, notebooks, papers, writings, computer
software or programs in any form and other documents and materials, including
all copies thereof, which are in Executive’s possession or under Executive’s
control, whether or not such items were prepared by


 


12

















 


Executive,
which would not be in the possession of the Executive except for the employment
of the Executive by the Company.


 


8.                        Executive agrees not to disclose this
Agreement or any of its terms to anyone except his attorney, or tax advisor, if
any.


 


9.                        Specialty expressly denies any violation of any of its
policies, procedures, state or federal laws or regulations.  Accordingly, while this Agreement resolves
all issues between Executive and Specialty
relating to any alleged violation of Specialty’s
policies or procedures or any state or federal law or regulation, this
Agreement does not constitute an adjudication or finding on the merits and it
is not, and shall not be construed as, an admission by Specialty of any violation of its
policies, procedures, state or federal laws or regulations.


 


10.                      The consideration described in paragraph 2
above constitutes the sole and exclusive consideration provided Executive under
this Agreement.  Executive acknowledges
and agrees he/she has received all wages, bonuses, commissions, compensation
remuneration, and all other moneys due him/her arising out of, relating to or
resulting from his employment with Specialty,
including but not limited to all moneys due him/her under any and all benefit
plans established and/or maintained by Specialty.


 


11.                      Executive and Specialty each represent and warrant they have not
transferred or assigned to any person or entity any rights or Claims released
herein.


 


12.                      This Agreement is binding upon and inures to
the benefits of Executive’s spouse, family, heirs, successors, assigns,
executors, administrators and personal representatives and is binding upon the
inures to the benefit of the successors and assigns of Specialty.


 


13.                      Except as explicitly provided herein, neither
party will be liable to the other party for any costs or attorneys’ fees,
including any provided by statutes.


 


14.                      Executive fully understands, acknowledges and
agrees among the various rights and Claims he/she is waiving, releasing and
forever discharging by the execution of this Agreement are all rights and
Claims arising under the Federal Age Discrimination in Employment Act of 1967,
29 U.S.C. Section 621, et. seq.  Executive
further understands, acknowledges and agrees that:


 


a.             In return for this Agreement, Executive will
receive compensation beyond that which Executive was already entitled to
receive before entering into this Agreement.


 


b.             Executive was given a copy of this Agreement
on                             ,
and informed that Executive has been given forty-five (45) days within which to
consider this Agreement;


 


c.             Executive has carefully read and fully
understands all of the provisions of this Agreement;


 


13

















 


d.             Executive is, by the execution of this
Agreement, waiving, releasing and forever discharging Specialty, et al, from all Claims that
he/she has or may have against Specialty,
et al, individually and/or collectively, including but not limited to all
Claims of age discrimination;


 


e.             Executive was previously advised, and is
hereby further advised, in writing to consult with an attorney before executing
this Agreement; and


 


f.              Executive was informed that Executive has a
period of seven (7) days following the execution of this Agreement by both
parties to revoke this Agreement by providing written notice of such revocation
to Specialty’s Human Resources
Department and was previously advised, and is hereby further advised, in
writing that this Agreement shall not become effective or enforceable until
this seven (7) day revocation period has expired without him/her having
exercised his right of revocation; and


 


15.                      This is the entire agreement between the
parties and supersedes all previous negotiations, agreements and
understandings, with the exception of the Confidentiality Agreement referenced
in Section 5 herein and the surviving provisions of the Employment
Agreement.  Any oral representations
regarding this Agreement shall have no force or effect.  No modifications of this Agreement can be
made except in writing signed by Executive and an authorized representative of Specialty.  If any action or other legal proceeding is brought by either
party for damages, specific performance or other injunctive relief by reason of
any asserted violation of this Agreement, the prevailing party shall be
entitled to recover its reasonable costs and attorney fees.


 


16.                      Executive acknowledges and agrees that he/she
has been advised this Agreement is a final and binding legal document, that
he/she has had reasonable and sufficient time and opportunity to consult with
an attorney of his own choosing before signing this Agreement and that in
signing this Agreement, he/she has acted voluntarily of his own free will and
has not relied upon any representation made by Specialty
or any of its agents, employees or representatives regarding this Agreement’s
subject matter or its effect.


 


17.                      Executive agrees to return all Company
property, including but not limited to all computer equipment, credit cards,
telephone equipment, and dictation equipment. 
Executive also agrees to provide a final reconciliation of all cash
advances, travel advances, along with incurred authorized expenses as substantiated
by appropriate receipts.  Executive
agrees that failure to return all Company property and/or provide proper
documentation to account for any outstanding travel or cash advances within
seven (7) days of Executive’s execution of this Agreement shall make this
Agreement null and void.


 


18.                      Executive agrees that he/she will make
himself available at mutually agreeable times as requested by Specialty to use his best efforts to
cooperate with Specialty in any
litigation or government investigations or proceedings now pending or which may
later


 


14

















 


arise
in which Specialty requires or
desires his cooperation as a witness or otherwise.  Specialty will
reimburse Executive for reasonable travel and other out-of-pocket expenses
incurred as a result of providing such cooperation.  It is understood that Executive’s availability will be for
reasonable periods of time during normal business and employment activities
elsewhere and that his availability for assistance in such litigation
activities on behalf of Specialty will
not unreasonably interfere with his efforts to pursue such other business and
employment activities.


 


19.                      Any dispute or controversy between Executive,
on the one hand, and Specialty, on
the other hand, in any way arising out of, related to, or connected with this
Agreement or the subject matter thereof, shall
be resolved through final and binding arbitration in Los Angeles, California,
pursuant to California Civil Procedure Code §§ 1282 – 1284.2.  In the event of such arbitration, unless
otherwise required by law, each party shall pay its own attorneys’ fees and
costs and Specialty shall pay the
arbitrator’s fees, and any and all other administrative costs of the
arbitration.  Notwithstanding any
provision in this Section 19, neither party shall be prohibited from seeking
injunctive relief as necessary to maintain the status quo pending an
arbitration proceeding regarding the breach or threatened breach of the
Confidentiality Agreement or any other confidentiality obligations owed to the
other party.  The provisions of this
Section 19 supercede and replace in their entirety any prior arbitration
agreement(s) that may exist between Executive and Specialty.


 


20.                      If any provision of this Agreement or the
application thereof is held invalid the invalidity shall not affect other
provisions or applications of this Agreement which can be given effect without
the invalid provisions or applications and to this end the provisions of this
Agreement are declared to be severable.


 


I HAVE COMPLETELY AND CAREFULLY READ THE
FOREGOING, INCLUDING THE WAIVER AND RELEASE OF CLAIMS SET FORTH IN PARAGRAPHS
2, 3, 4, 10, 13, AND 14 ABOVE AND FULLY UNDERSTAND AND VOLUNTARILY AGREE TO ITS
TERMS.


 


THIS AGREEMENT CONTAINS A WAIVER OF CLAIMS UNDER THE
AGE DISCRIMINATION IN EMPLOYMENT ACT. 
YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS
AGREEMENT.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  «NAME»

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SPECIALTY LABORATORIES,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
							



 


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