exv10w31






Exhibit 10.31




INVERNESS MEDICAL INNOVATIONS




EMPLOYMENT AGREEMENT



     This Employment Agreement (the “Agreement”) is made and entered into by and between Ronald
Geraty (“Employee”) and Inverness Medical Innovations, Inc., a Delaware corporation (the
“Company”), effective as of January 15, 2010, such date being referred to as the “Effective Date”
of this Agreement.



     WHEREAS, Employee is currently employed as the President and Chief Executive Officer of Alere
Health LLC (“Alere”), a wholly owned subsidiary of the Company;



     WHEREAS, the Company and Employee wish to agree on the terms that will be applicable to
Employee’s continued employment in a new role for the Company from and after the Effective Date;
and



     WHEREAS, Employee will possess confidential business and technical information regarding the
business of the Company;



     NOW, THEREFORE, in consideration of the mutual agreements and obligations contained in this
Agreement, the parties agree as follows:



     1. Term of Agreement; Termination of Prior Agreement.



          (a) Term. This Agreement shall commence on the Effective Date and shall
have a term of two (2) years (the “Initial Employment Term”). The Initial Employment Term shall
automatically be extended for one additional year on the second anniversary of the date hereof and
each anniversary thereafter unless, not less than 60 days prior to each such date, either party
shall have given notice to the other that it does not wish to extend this Agreement. However, any
termination of Employee’s employment shall also terminate this Agreement. All provisions of this
Agreement applicable to or following the expiration or termination of this Agreement shall survive
or otherwise be applicable to the extent set forth herein.




          (b)
Termination of Existing Employment Agreement. The parties agree that this
Agreement is intended to supersede in its entirety the Employment Agreement dated effective as of
April 2, 2007, by and between Employee and Alere (the “Prior Agreement”). Effective upon execution
of this Agreement, the parties agree that the Prior Agreement shall be deemed terminated by their
mutual agreement and of no further force or effect and that thereafter Employee’s employment
relationship with the Company shall be governed by this Agreement and any agreements or other
documents referenced hereby.




          (c) Transition. The parties understand and agree that Employee will transition from
his current role with the Company to the role contemplated by this Agreement over the 90 days
following the effective date of this Agreement, according to a plan that the Company and Employee
will develop jointly. The Company will make an internal announcement of the change and transition
not later than January 22, 2010 in form and substance acceptable to both parties.




 









 





     2. Duties.



          (a) Position and Duties. Employee shall be employed as the Senior Vice
President, Health Management Strategy of the Company, or in such other capacity(ies) as may be
designated by the Company’s Chief Executive Officer (the “CEO”) or agreed to by each of the
parties hereto, and shall perform for the Company such duties as may be designated by the CEO from
time to time. Employee shall report to and take direction from the Company’s CEO.




          (b) Other Activities. Employee shall devote Employee’s full time, effort and attention
to the business and affairs of the Company. Without the prior written approval of the Company’s
CEO, Employee shall not render services in any capacity to any other person or entity and shall not
act as a sole proprietor or partner of any other person or entity or as a shareholder owning more
than five percent of the stock of any other corporation. No such approval will be required if
Employee seeks to perform inconsequential services without compensation therefor in connection with
the management of personal investments or in connection with the performance of charitable and
civic activities, provided that such activities do not contravene the provisions of any agreement
between Employee and the Company or in any way with Employee’s duties under this Agreement.
Notwithstanding the foregoing, the parties agree that Employee shall be entitled to continue his
consulting services to Florida Hospital Medical Center which are for management of hospital
business only and under which Employee is compensated based upon one day of service every other
month; provided that any increase in Employee’s time commitment under such consulting arrangement
shall be subject to the prior approval of the Company’s CEO.




          (c) No Conflicting Obligations. Employee represents and warrants to the Company that
Employee is under no obligation or commitment, whether contractual or otherwise, that is
inconsistent with Employee’s obligations under this Agreement. Employee represents and warrants
that Employee will not use or disclose, in connection with Employee’s employment hereunder, any
trade secrets or other proprietary information or intellectual property in which any other person
has any right, title or interest and that Employee’s employment by the Company will not infringe
or violate the rights of any other person. Employee represents and warrants to the Company that
Employee has returned all property and confidential information belonging to any prior employer.




     3. Compensation. For the duties and services to be performed by Employee hereunder,
the Company shall pay Employee, and Employee agrees to accept, the compensation and other benefits
described below in this Section 3.



          (a)
Salary. Employee will receive a base salary of $550.008.00 per annum, payable in
accordance with the Company’s normal payroll practices and subject to applicable withholdings.




          (b) Stock Options. Employee will be eligible to participate in the stock option or
other incentive programs available to employees of the Company.




          (c) Additional Benefits. Employee will be eligible to participate in the




 









 




Company’s employee benefit plans of general application as are maintained from time to time for
salaried employees, including without limitation, those plans covering medical, disability and life
insurance in accordance with the rules established for individual participation in any such plan
and under applicable law. The Company will not be obligated to adopt or continue any particular
plan or program during the term of this Agreement. Employee will be eligible for vacation and sick
leave in accordance with the policies in effect during the term of this Agreement and will receive
such other benefits as the Company generally provides commensurate with Employee’s position.




          (d) Expense Reimbursement. Subject to the terms of this paragraph and applicable
Company policy, Employee shall be reimbursed for reasonable travel and other out-of-pocket
expenses incurred by Employee in connection with Employee’s services under this Agreement,
provided that the Employee provides receipts. Expense reimbursement rights and procedures shall be
as set forth in the Company’s standard policy(ies) with respect to such matters, and Employee
shall not be entitled to reimbursement for any expenses not covered by or properly submitted under
such policy(ies). Specific approval is made for reimbursement for upgraded travel to first (or
business) class when that class of service is offered.




          (e) Vesting Acceleration. To the extent that Employee holds any stock option and/or
restricted stock that is subject to vesting and the Company consummates a Merger or Sale
Transaction (as defined below), effective upon the consummation of such transaction two-thirds
(2/3) of the then-unvested portion of Employee’s stock options and/or restricted stock (as
applicable) will vest upon the effectiveness of the Merger or Sale Transaction. The remaining
one-third (1/3) of the then-unvested portion of such stock options and/or restricted stock will
continue to vest by the terms thereof from and after the Merger or Sale Transaction except that the
vesting increments shall be adjusted as appropriate to apply over the remainder of the original
vesting term.1 For purposes of this Agreement, “Merger or Sale Transaction” shall mean a
sale or disposition of all or substantially all of the assets of the Company, or a merger or
consolidation of the Company with or into any other corporation or corporations or other entity, or
any other corporate reorganization, where the shareholders of the Company immediately prior to such
event do not directly or indirectly retain at least fifty percent (50%) of the voting power of and
interest in the successor entity; provided that such definition shall be deemed
automatically amended to refer to any amended definition of such term in the Company’s Articles of
Incorporation.




     4. At-Will Employment. The Company and Employee acknowledge that at all times
Employee’s employment shall be “at-will,” as defined under applicable law, meaning that either
Employee of the Company shall be entitled to terminate Employee’s employment at any time and for
any reason, with or without cause. Any agreement prior to the Effective Date hereof purporting to
establish other than at-will employment of Employee will be superseded by this Agreement and of no
further force or effect. If Employee’s employment terminates for any reason, the Employee shall
not be entitled to any payments, benefits, damages, award or





 




			
	1	 	For example, if Employee were to hold a stock option under which there were 3,000
shares unvested as of the Merger or Sale Transaction and three years remaining on Employee’s
original vesting period, 2,000 of such shares would automatically vest effective upon the
effectiveness of the transaction and the remaining 1,000 shares would vest incrementally over the
three years following the transaction.





 









 




compensation other than as provided in this Agreement. This clause also applies in the event
of a change of control or ownership of the Company.




     5. Termination of Employment. The parties acknowledge that subject to the
provisions of this Section 5, either party may terminate Employee’s employment hereunder, with or
without Cause (as defined below). In the event Employee’s employment terminates for any reason
during the term of this Agreement, then the following clauses will apply:



          (a) Voluntary Resignation Prior to July 1, 2010. Subject to paragraphs (d), (g) and
(h) below, if Employee’s employment terminates by reason of Employee’s voluntary resignation (and
is not an involuntary termination or a termination for Cause, nor as a result of a Constructive
Termination) prior to July 1, 2010, Employee will receive continuation of Employee’s base salary
payments for a period of six (6) months following the termination date (the “Six-Month Salary
Continuation Period”).




          (b) Voluntary Resignation On or After July 1, 2010. If Employee’s employment
terminates by reason of Employee’s voluntary resignation (and is not an involuntary termination or
a termination for Cause, nor as a result of a Constructive Termination) on or after July 1, 2010,
then Employee will receive continuation of Employee’s base salary payments for a period of twelve
(12) months following the termination date. Employee’s benefits will be continued under the
Company’s then existing benefit plans and policies in accordance with, and to the extent generally
permitted with respect to any terminating employees under, such plans and policies in effect on the
date of termination.




          (c) Involuntary Termination. Subject to paragraphs (d), (g) and (h) below, in the
event of (i) Employee’s involuntary termination by the Company other than for Cause or (ii)
Employee’s voluntary termination of employment due to a Constructive Termination, Employee will
receive continuation of Employee’s base salary payments for a period of twelve (12) months
following the termination date (the “Twelve-Month Salary Continuation Period”).




          (d) Payments pursuant to the applicable Salary Continuation Period will be made ratably over
the applicable Salary Continuation Period according to the Company’s standard payroll schedule,
and shall be subject to applicable withholdings. Payments made during the applicable Salary
Continuation Period will be limited to the applicable portion of Employee’s annual base salary,
less withholdings, and Employee will not accrue any bonus, vacation, sick leave or other
compensation during the applicable Salary Continuation Period. Employee will be entitled to no
further severance or salary continuation, and other Employee benefits will be continued under the
Company’s then existing benefit plans and policies in accordance with, and to the extent generally
permitted with respect to any terminating employees under, such plans and policies in effect on
the date of termination.



For purposes of this Section 5, a “Constructive Termination” shall mean the (A) change of
Employee’s title and authority without his prior consent to a title and authority other than
Senior Vice President, Health Management Strategy for any reason other than for Cause and/or (B) a
reduction of Employee’s base salary without his consent for any reason other




 









 




than for Cause, unless such reduction is concurrent with corresponding proportionate reductions
applicable to the remaining members of the Company’s executive management team.




          (e) Involuntary Termination for Cause. If Employee’s employment is terminated for
Cause at any time, then Employee will not be entitled to receive severance or salary continuation.
Employee’s benefits will be continued under the Company’s then existing benefit plans and policies
in accordance with, and to the extent generally permitted with respect to any terminating employees
under, such plans and policies in effect on the date of termination.




          (f) Termination upon Death or Disability. If Employee’s employment is
terminated as a result of Employee’s death or disability, Employee’s benefits and the benefits
extended to Employee’s family will be continued under the Company’s then existing benefit plans
and policies in accordance with, and to the extent generally permitted with respect to any
similarly terminating employees under, such plans and policies in effect on the date of
termination (including, without limitation, any life insurance or disability insurance plans in
place at the time of such termination), but neither Employee nor, in the event of Employee’s
death, Employee’s estate or beneficiaries will be entitled to further compensation hereunder.




          (g) Release Agreement. The Company’s obligation to provide salary continuation to
Employee under either paragraphs (b) or (c) above is expressly contingent upon the Company’s prior
receipt of an executed release agreement in substantially the form attached hereto as Exhibit
A or in such other form as the Company may in its sole discretion request at the time of
Employee’s termination. The Company will have no obligation to provide salary continuation in the
event that Employee (i) does not deliver to the Company an executed release agreement satisfactory
to the Company within five (5) business days of Employee’s termination, or (ii) if, once
delivered, Employee revokes the release agreement in any respect. Furthermore, the Company will be
entitled to accrue and withhold any salary continuation payment otherwise due during any period in
which such release agreement is revocable (in whole or in part) by Employee, provided that any
such withheld payments will promptly be remitted to Employee when the release agreement becomes
irrevocable.




          (h) Breach of Terms. In the event that Employee breaches the terms of this Agreement
or any other agreement between Employee and the Company, then among other consequences any salary
or benefit continuation pursuant to this Section 5 will immediately cease.




     6. Definition of Cause. For purposes of this Agreement, “Cause” will mean (i) any
material breach of this Agreement by Employee (or of any other agreement between Employee and the
Company), which breach, if curable, is not cured within five (5) days of written notice thereof,
(ii) any act or acts of gross misconduct by Employee, (iii) conduct grossly insubordinate or
disloyal to the Company, (iv) the conviction of or pleading guilty or no contest to a felony, or
to a misdemeanor involving dishonesty or moral turpitude, (v) the use of illegal drugs or alcohol
by Employee such that Employee becomes impaired in the



 









 




performance of Employee’s duties hereunder, (vi) a material failure by Employee to comply with the
Company’s written policies or rules, or (vii) the continued failure by Employee to perform
assigned duties after receiving written notification of such failure; in each case as determined
by the Board in its good faith discretion. Employee expressly acknowledges and agrees that any
breach by Employee of Employee’s obligations pursuant to Section 7 or Section 8 below will be
deemed “uncurable” for purposes of clause (i) above.




     7. Confidentiality and Assignment of Inventions. Employee has previously
executed and delivered a copy of the Company’s Employee Confidentiality and Assignment of
Inventions Agreement (the “Inventions Agreement”) with respect to employee confidentiality,
assignment of inventions and other matters, and agrees to abide faithfully by the provisions
thereof both during and following expiration of this Agreement for the period of time set forth
therein. The Inventions Agreement signed by Employee, a copy of which is attached hereto, is
specifically incorporated herein by reference.



     8. Non-Solicitation; Non-Competition.



          (a) Employee agrees that during and for one year after the period of providing services to
the Company, Employee will not directly or indirectly induce, encourage or solicit any employee or
consultant of the Company or any affiliate of the Company to terminate their relationship with
such entity for any reason, nor will Employee solicit the business of any customer of the Company
or any of the Company’s affiliates on whom Employee called or with whom Employee became acquainted
during Employee’s employment with the Company.




          (b) Employee agrees that during and for the applicable Salary Continuation Period after the
period of providing services to the Company he will not, directly or indirectly, without the prior
written consent of the Company (which may be withheld in its sole and absolute discretion) alone
or as a partner, joint venturer, officer, director, employee, consultant, agent, independent
contractor, or security holder, of any person or entity, engage in any business activity which is
directly or indirectly in competition with the Company’s business at any location within the
United States of America (the “Restricted Territory’”); provided, however, that the beneficial
ownership of less than one percent (1%) of any class of securities of any entity having a class of
equity securities actively traded on a national securities exchange or the Nasdaq Stock Market
will not be deemed, in and of itself, to violate the prohibitions of this Section 8(b). Employee
agrees that the nationwide scope of this paragraph is necessary and appropriate given the scope of
the Company’s business, the locations of its customers and the nature of the Company’s industry.




     The parties intend that the covenants contained in this section shall be construed as a
series of separate covenants, (i) one for each country, county, city and state (or comparable
political subdivision) in the Restricted Territory, and, within such territorial divisions, and
(ii) one for each month to which Employee is bound by such covenants. Except for geographic
coverage, each such separate covenant shall be deemed identical in terms to the covenants
contained in the preceding paragraphs. If, in any judicial proceeding, a court shall refuse to
enforce any of the separate covenants (or any part thereof) deemed included in such paragraphs,
then such unenforceable covenant (or such part) shall be deemed eliminated from



 









 




this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining
separate covenants (or portions thereof) to be enforced by such court. It is the intent of the
parties that the covenants set forth herein be enforced to the maximum degree permitted by
applicable law. In the event that the provisions of this Agreement should ever be deemed to exceed
the scope, time or geographic limitations of applicable law, then such provisions shall be reformed
to the maximum scope, time or geographic limitations, as the case may be, permitted by applicable
law.




     9. Compliance with Company Policies and Agreements. Employee agrees to abide
faithfully by all Company rules, regulations and policies, and to comply with the terms of
all
other agreements between Employee and the Company, except to the extent that there is a
conflict between such rules, regulations, policies and/or agreements and the terms of this
Agreement, in which case the terms of this Agreement shall control.



     10. Successors. Any successor to the Company (whether direct or indirect and whether
by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all
of the Company’s business and/or assets shall assume the obligations under this Agreement and
agree expressly to perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the absence of a
succession. The terms of this Agreement and all of Employee’s rights hereunder shall inure to the
benefit of, and be enforceable by, Employee’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.



     11. Arbitration.



          (a) Scope of Arbitration Requirement. The parties hereby waive their rights to a
trial before a judge or jury and agree to arbitrate before a neutral arbitrator any and all claims
or disputes arising out of this Agreement and any and all claims arising from or relating to
Employee’s employment with the Company, including (but not limited to) claims against any current
or former employee, director or agent of the Company, claims of wrongful termination, retaliation,
discrimination, harassment, breach of contract, breach of the covenant of good faith and fair
dealing, defamation, invasion of privacy, fraud, misrepresentation, constructive discharge or
failure to provide a leave of absence, or claims regarding commissions, stock options or bonuses,
infliction of emotional distress or unfair business practices.




          (b) Procedure. The arbitrator’s decision shall be written and shall include the
findings of fact and law that support the decision. The arbitrator’s decision shall be final and
binding on both parties, except to the extent applicable law allows for judicial review of
arbitration awards. The arbitrator may award any remedies that would otherwise be available to the
parties if they were to bring the dispute in court. The arbitration shall be conducted in
accordance with the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association; provided, however that the arbitrator shall allow the discovery that the
arbitrator deems necessary for the parties to vindicate their respective claims or defenses. The
arbitration shall take place within 25 miles of Boston, Massachusetts, the location of the
Company’s headquarters.




 









 





          (c) Costs. The parties shall share the costs of arbitration equally, unless the
arbitrator shall explicitly determine otherwise. Both the Company and Employee shall be responsible
for their own attorneys’ fees, and the arbitrator may not award attorneys’ fees unless a statute or
contract at issue specifically authorizes such an award.




          (d) Applicability. This Section 11 shall not apply to (i) workers’ compensation or
unemployment insurance claims or (ii) applications by either party to any court of competent
jurisdiction for preliminary injunctive relief pending the outcome of any arbitration hereunder.




     12. Equitable
Relief. It is agreed that it is impossible to measure fully, in money,
the damage which will accrue to the Company in the event of a breach or threatened breach of
Sections 7 or 8 and, in any action or proceeding to enforce the provisions of such sections,
Employee waives and will not assert the claim or defense that the Company has an adequate remedy
at law. The Company is entitled to injunctive relief to enforce the provisions of such sections as
well as any and all other remedies available to it at law or in equity without the posting of any
bond.



     13. Miscellaneous Provisions.



          (a) Notice. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when delivered
personally or by overnight courier or sent (successful delivery confirmed) by telegram, fax
or
electronic communication (including, without limitation, e-mail), or forty-eight (48) hours
after being deposited in the U.S. mail, as certified or registered mail, with postage
prepaid.
Mailed notices to Employee shall be addressed to Employee at the address set forth on the
signature page hereof, or such other address as Employee designates to the Company on not
less
than ten calendar days prior notice. In the case of the Company, mailed notices shall be
addressed
to the Company’s corporate headquarters (currently in Waltham, Massachusetts) and all
notices shall be directed to the attention of the Company’s Chief Executive Officer, with a
copy
to its General Counsel.




          (b) Waivers, etc. No amendment of this Agreement and no waiver of any one or more of
the provisions hereof shall be effective unless set forth in writing by such person against whom
enforcement is sought.




          (c) Sole Agreement: Integration. No other agreements, representations or
understandings (whether oral or written and whether express or implied) which are not expressly
set forth in this Agreement have been made or entered into by either party with respect to the
subject matter hereof. This Agreement, the Exhibit hereto and all agreements referenced herein
constitute the sole agreement of the parties with respect to the subject matter hereof and
supersedes all oral negotiations and prior writings with respect to the subject matter hereof,
including without limitation any offer letter or other document concerning Employee’s prospective
employment with the Company. Notwithstanding the foregoing, any consent previously given by
Employee to the Company with respect to the Company’s verification of his background, references,
licensing and education shall remain




 









 




valid and binding, as will any authorization and/or release delivered by Employee for any of such
purposes.




          (d) Amendment. This Agreement may be amended, modified, suppressed or canceled only
by an agreement in writing executed by both parties hereto.




          (e) Choice of Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without giving effect
to the principles of conflict of laws.




          (f)
Severability. If any term or provision of this Agreement or the application
thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be limited or curtailed as to such jurisdiction to the
extent of such invalidity or unenforceability without invalidating or rendering unenforceable the
remaining terms and provisions of this Agreement or the application of such terms and provisions
to circumstances other than those as to which it is held invalid or unenforceable, and a suitably
reformed term or provision shall be substituted therefor to carry out, insofar as may be valid and
enforceable, the intent and purpose of the invalid or unenforceable term or provision.




          (g) Counterparts and Facsimiles. This Agreement may be executed in counterparts and
by facsimile signature, each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.




          (h) Notification to Subsequent Employers. Employee hereby authorizes the Company at
its discretion to contact Employee’s prospective or subsequent employers and inform them of the
existence of this Agreement or any other policy or agreement between Employee and the Company that
may be in effect at the time that Employee’s employment with the Company ends.




 









 





     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the Effective
Date.



	 	 	 	 	 	 	 	 	 	 	 

	INVERNESS MEDICAL INNOVATIONS, INC.	 	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ron Zwaniger
	 	 	 	By:
	 	/s/  Ron Geraty	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	President
	 	 	 	Address:
	 	90080 Meadows Pky # 1622 	 	 
	Date:

	 	January 15, 2010
	 	 	 	 	 	Reno, NV 89521	 	 
	 

	 	 	 	 	 	Date:
	 	1/27/10 
	 	 







 











 





EXHIBIT A




RELEASE AGREEMENT



     This Release Agreement (the “Release”) is entered into effective as of the date last set
forth below by Ronald Geraty, M.D., an individual (“Employee”) for the benefit of Inverness
Medical Innovations, Inc., a Delaware corporation (the “Company”).



     WHEREAS, Employee served as an employee to the Company until                      (the
“Termination Date”); and



     WHEREAS, Employee agrees to release and waive any claims against the Company pursuant
to this Release in exchange for the Company’s payment of certain salary
continuation pursuant to the terms of Section 5 of the Employment Agreement effective as
of                     , between the Company and Employee (the “Agreement”);



     NOW, THEREFORE, Employee agrees as follows:



     1. Termination. Employee’s relationship with the Company terminated effective
as of the close of business on the Termination Date.



     2. Consideration. In return for Employee’s agreements herein, the Company
has agreed in the Agreement to provide certain salary continuation to which Employee is
not otherwise entitled in the absence hereof.



     3. No Other Consideration Due. Employee acknowledges and agrees that
the consideration set forth in Section 2 above shall settle all outstanding obligations owed
to Employee by the Company as of and through the Termination Date.



     4. Release. Employee on behalf of him/herself, and his/her, executors,
successors and assigns, hereby fully and forever releases the Company, its officers,
directors, shareholders, employees, agents, successors and assigns from any claim, duty,
obligation or cause of action relating to any matters of any kind, whether known or unknown,
suspected or unsuspected, that Employee may possess arising from any omissions, acts or facts
that have occurred up until and including the effective date of this Agreement including,
without limitation:



          (a) any and all claims relating to or arising from Employee’s employment relationship
with the Company and/or its subsidiaries and termination of that relationship;




          (b) any and all claims relating to or arising from Employee’s right to purchase, or
actual purchase or acquisition of equity interests in the Company (except to the extent set
forth herein);




          (c) any and all claims for wrongful discharge of employment, breach of contract (both express
and implied), breach of a covenant of good faith and fair dealing (both express and implied),
negligent or intentional infliction of emotional distress, negligent or intentional
misrepresentation, negligent or intentional interference with contract or prospective economic
advantage, and defamation;




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          (d) any and all claims for violation of any federal, state or municipal
statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, and the Age Discrimination in Employment Act of 1967; and




          (e) any and all claims arising out of any other laws and regulations relating
to employment or employment discrimination.




     Employee agrees that the release set forth in this section shall be and remain in effect in
all respects as a complete general release as to the matters released. Notwithstanding the
foregoing, this release does not extend to any obligations incurred under, or breaches of, the
Agreement, or any other claims that may arise after the effective date of this Release.



     Employee
represents that he/she is not aware of any claim by him/her other than the claims
that are released by or set forth in this Release. Notwithstanding the governance of this Release
by Massachusetts law, Employee acknowledges that he/she is familiar with the provisions of
California Civil Code Section 1542, which provides 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 HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


Employee, being aware of such code section, agrees to waive any rights he/she may have
thereunder, as well as under any other statute or common law principles of similar effect, whether
of Massachusetts, California or otherwise.




     5. Non-Disparagement. Employee agrees to refrain from any
disparagement, defamation or slander of the Company or its affiliates (or the officers,
directors and/or employees, if applicable, of the Company or its affiliates), or tortious
interference with the contracts, relationships and business prospects of the Company or its
affiliates.



     6. No Reliance. Employee represents that he/she has carefully read and
understands the scope and effect of the provisions of this Release. Employee has relied upon
any representations or statements made by the Company that are not specifically set forth in
the Agreement or this Release.



     7. Entire Agreement. Except for the Agreement (and the agreements
referenced therein), this Release represents the entire agreement and understanding between
the Company and Employee concerning Employee’s separation from the Company and supersedes
and replaces any and all prior agreements and understandings concerning the termination
of Employee’s employment relationship with the Company and his/her compensation by
the Company.



     8. Voluntary Execution of Release. This Release is executed voluntarily and
without any duress or undue influence on the part or behalf of the parties hereto, with the
full intent of releasing all claims. Employee acknowledges that:



          (a) He/she has read this Release;




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          (b) He/she has been represented in the preparation, negotiation and execution of
this Release by legal counsel of his/her own choice or has elected at his/her own discretion
not to retain any such counsel;




          (c) He/she understands the terms and consequences of this Release and its contents; and




          (d) He/she
is fully aware of the legal and binding effect of this Release.




     9. Other Provisions. The provisions of Sections 13(a), 13(b) and 13(d)-(g) of
the Agreement are incorporated herein by reference.



     10. Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that
he/she is waiving and releasing any rights he/she may have under the Age Discrimination
in Employment Act of 1967 (“ADEA”) as amended by the Older Workers Benefit Protection
Act, and that this waiver and release is knowing and voluntary. This waiver and release does
not apply to any rights or claims that may arise under ADEA after the effective date of this
Release. Employee acknowledges that the consideration given for this Release is in addition
to anything of value to which he/she was already entitled. The Company advises Employee to
seek the advice of counsel in connection with this Release. Employee further acknowledges
that he/she has been advised by this writing that (a) he/she should consult with an attorney
prior to executing this Release; (b) as to his/her waiver of claims under the ADEA,
he/she has at least twenty-one (21) days within which to consider this Release; (c) he/she
has at least seven (7) days following the execution of this Release by the parties to revoke
the Release to the extent of the waiver of his/her claims under the ADEA; and (d) this
Release shall not be effective as to the waiver of claims under the ADEA until the revocation
period has expired. For all purposes other than the waiver of claims under the ADEA, this
Release shall be effective immediately, except that the Company’s obligations set forth in
Section 2 above shall terminate in the event that Employee revokes his/her waiver of claims
under the ADEA within the seven-day waiver period.



     IN
WITNESS WHEREOF, Employee has executed this Release Agreement on the date set forth below.




	 	 	 	 	 	 	 

	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	Name: 	 	Ronald Geraty, M.D. 	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 
	 	 
	 

	 	 	 	 
	 	 






-13-









 





INVERNESS MEDICAL INNOVATIONS, INC.




NONDISCLOSURE, NONINTERFERENCE AND DEVELOPMENTS AGREEMENT


In consideration of my engagement or employment, or continued engagement or employment by
Inverness Medical Innovations, Inc. and/or any of its affiliates or subsidiaries (together
referred to as the “Company”), and of the compensation, stipend, or other remuneration paid to me
during my engagement or employment, I agree as follows:





	 	1.	 	Acknowledgement. I acknowledge and agree that by engaging in a
consulting or employment relationship with the Company, I will be performing
significant duties on behalf of the Company, and I will be exposed to certain
valuable know-how and information relating to a highly competitive industry. I
also acknowledge and agree that the covenants set forth in this section are a
material part of my relationship with the Company, and without my agreement
to be bound by such covenants, the Company would not have agreed to engage or
continue my services.
	 
	 	2.	 	Confidential Information. I acknowledge that, as an employee or
consultant of the Company, I will have access to confidential information of the
Company and that improper disclosure or use of such confidential information
would cause the Company substantial loss, damage, and irreparable harm. I
shall at all times hold confidential all trade secrets,
proprietary information, inventions and developments, customer lists, business
plans and all other data or information, (and any tangible evidence, record or
representation thereof), whether prepared, conceived or developed by an employee
or consultant of the Company (including myself) or received by the Company from
an outside source, that is in the possession of the Company and that is
maintained in confidence by the Company or might permit the Company or
its customers to obtain a competitive advantage over competitors who do not have
access to such information (collectively, referred to herein as the
“Confidential Information”), I acknowledge that my employment or consulting
engagement creates a relationship of confidence and trust between me and the
Company with respect to Confidential Information.
	 
	 	 	 	During my engagement or employment by the Company, I shall use and disclose
Confidential Information only to the extent necessary to perform my duties to the
Company and for the sole benefit of the Company, and, in any event, shall not disclose
any Confidential Information to any person or entity outside the Company except as
authorized pursuant to a confidentiality agreement or with the prior written direction
or written permission of a duly authorized officer of the Company. I shall not
disclose to any person or entity, or make use of, any Confidential Information without
the prior written permission of a duly authorized officer of the Company. This
provision shall not apply to any information that the Company has voluntarily
disclosed to the public or that has otherwise legally entered the public domain.
	 
	 	 	 	I understand that the Company has from time to time in its possession information that
is claimed by others to be proprietary and that the Company has agreed to keep
confidential. I agree that all such information shall be Confidential Information for
purposes of this Agreement.
	 
	 	3.	 	Developments. I agree that all originals and all copies of all
drawings, prints, diagrams, notes, memoranda, and other materials and writings
containing, representing, evidencing, recording, or constituting any
Confidential Information (as defined in section 2 above) and Developments
(hereinafter defined), however and whenever produced (whether by myself
or others) and whether or not patentable or subject to copyright protection,
shall be the sole property of the Company and shall be returned to the Company
upon the termination of my engagement or employment for any reason.
	 
	 	 	 	I agree that all Confidential Information and all other discoveries, inventions,
ideas, concepts, processes, products, methods and improvements, or parts thereof,
conceived, developed, or




 









 






	 	 	 	Otherwise made by me, alone or jointly with others, and in any way relating to the Company’s
present or proposed products, programs or services or to tasks assigned to me during the
course of my employment, whether or not subject to copyright or patent protection, and whether
or not reduced to tangible form or reduced to practice during the period of my employment with
the Company, and whether or not made during my regular working hours or on the Company’s
premises (collectively referred to herein as “Developments”) shall be the sole property of the
Company. I agree that all such Developments shall constitute works made for hire under the
copyright laws of the United States and hereby assign and, to the extent any such assignment
cannot be made at present, I hereby agree to assign to the Company all of my right, title, and
interest in such Developments and in all copyrights, patents, reproduction and other
proprietary rights I may have in any such Developments, together with the right to file for or
own wholly without restriction United States and foreign patents, trademarks and copyrights
with respect thereto.
	 
	 	4.	 	No Conflict. I am subject to no contractual restriction or obligation that will in
any way limit my activities on behalf of the Company or prevent me from performing all
of the terms of this Agreement except as disclosed pursuant to the next sentence. I
hereby represent and warrant to the Company that I have no continuing contractual
obligations to any previous employer or any other party (a) with respect to any
Developments, (b) that require me not to use or disclose information to the Company
(other than the confidential information of a prior employer), or (c) that require me to
refrain from competing directly or indirectly with the business of such previous
employer or other party except the following:
	 
	 	 	 	(If none, please write “None.”)
	 
	 	 	 	I further represent and warrant that I do not claim rights in, or otherwise exclude from this
Agreement, any Development except the following:
	 
	 	 	 	(If none, please write “None.”)
	 
	 	 	 	I represent, warrant and covenant that, in the course of my employment with the Company, I
will not (a) breach any continuing contractual obligation that I have to any previous employer
or any other party, including, without limitation any of the agreements that I have listed
above, or (b) use or disclose any trade secret or other proprietary right of any previous
employer or any other party.
	 
	 	5.	 	I shall make and maintain adequate and current written records of all Confidential
Information and Developments that by virtue of paragraph 3 are the sole property of the
Company and shall disclose same promptly, fully and in writing to the Company’s
President or other duly authorized officer.
	 
	 	6.	 	During and after the term of my engagement or employment by the Company, I shall
execute, acknowledge, seal and deliver all documents, including, without limitation, all
instruments of assignment, patent and copyright applications and supporting
documentation, and perform all acts, that the Company may request to secure its rights
hereunder and to carry out the intent of this Agreement. In furtherance of my
undertaking in the immediately preceding sentence, I specifically agree to assist the
Company, at the Company’s expense, in every proper way to obtain for its sole benefit,
in any and all countries, patents, copyrights or other legal protection for all
Developments that by virtue of paragraph 3 hereof are the sole property of the Company
and for publications pertaining to any of them. All of my expenses incurred in




 









 






	 	 	 	connection with my obligations under this paragraph, including but not limited to travel
costs, shall be reimbursed by the Company. However, I shall receive no compensation for my
time spent except that if I am required to spend more than eight hours in fulfilling my
obligations hereunder after the termination of my employment with the Company, the Company
shall compensate me for such excess hours at a rate that is fair and reasonable in light of
the nature of the services rendered. I further agree that if the Company is unable, after
using its best reasonable efforts, to secure my signature on any such documents and if I have
not objected to such action as not being required by this Agreement, any executive officer of
the Company shall be entitled to execute any such documents as my agent and attorney-in-fact,
and I hereby irrevocably designate and appoint each executive officer of the Company as my
agent and attorney-in-fact to execute any such documents on my behalf, and to take any and all
actions as the Company may deem necessary or desirable in order to protect its rights or
interests in any Development under the conditions described in this sentence.






	 	7.	 	Intentionally omitted.
	 
	 	8.	 	In the event that any provision of this Agreement shall be determined to be unenforceable
by any court of competent jurisdiction by reason of its extending for too great a period
of time or over too large a geographic area or over too great a range of activities, it
shall be interpreted to extend only over the maximum period of time, geographic area or
range of activities as to which it may be enforceable. If any provision of this
Agreement shall be determined to be invalid, illegal or otherwise unenforceable by any
court of competent jurisdiction, the validity, legality and enforceability of the other
provisions of this Agreement shall not be affected thereby. Except as otherwise provided
in this paragraph, any invalid, illegal or unenforceable provision of this Agreement
shall be severable, and after any such severance, all other provisions hereof shall
remain in full force and effect.
	 
	 	9.	 	This Agreement constitutes the entire and only agreement between the Company and
me respecting the subject matter hereof, and supersedes all prior agreements and
understandings, oral and written, between us concerning such subject matter. No
modification, amendment, waiver, or termination of this Agreement or of any provision
hereof shall be binding unless made in writing and signed by an authorized officer of
the Company. Failure of the Company to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such terms,
covenants or conditions. In the event of any inconsistency between this Agreement and
any other contract between the Company and me, the provisions of this Agreement shall
prevail.
	 
	 	10.	 	I acknowledge that money damages alone will not adequately compensate the Company
for breach of any of my covenants and agreements herein and, therefore, agree that in
the event of the breach or threatened breach of any such covenant or agreement, in
addition to all other remedies available to the Company, at law, in equity or otherwise,
the Company shall be entitled to injunctive relief compelling specific performance of,
or other compliance with, the terms thereof.
	 
	 	11.	 	This Agreement shall be binding upon me irrespective of the duration of my engagement
or employment by the Company, the reasons for the termination of my engagement
or employment by the Company, or the amount of my salary or wages, or a significant
change in my duties, responsibilities, or title. My obligations under this Agreement
shall survive the termination of my engagement or employment by the Company irrespective
of the reasons for such termination and shall not in any way be modified, altered or
otherwise affected by such termination.
	 
	 	12.	 	This Agreement shall inure to the benefit of the Company and its legal
representatives, successors, and assigns, and shall be binding upon me and my heirs,
legal representatives, successors and assigns.




 









 






	 	13.	 	This Agreement shall be governed by, and construed and enforced in accordance with,
the substantive laws of the Commonwealth of Massachusetts without regard to its conflicts
of laws principles, and shall be deemed to be effective as of the first day of my
employment with the Company.
	 
	 	14.	 	This Agreement does not constitute a contract of employment and does not imply that
my engagement or employment will continue for any length of time.
	 
	 	 	 	I ACKNOWLEDGE THAT BEFORE PLACING MY SIGNATURE HEREUNDER, I HAVE READ ALL OF THE PROVISIONS OF
THIS NONDISCLOSURE, NONINTERFERENCE AND DEVELOPMENTS AGREEMENT, AND HAVE THIS DAY RECEIVED A
COPY HEREOF.
	 
	 	 	 	IN WITNESS WHEREOF, I have executed this Agreement as a sealed instrument on this                      day
of                     , 2010.





	 	 	 	 	 

	 

	 	/s/ Ronald Geraty
 

	 	 
	 

	 	Signature	 	 
	 
	 	 	 	 
	 

	 	RONALD GERATY
 

	 	 
	 

	 	Printed Name