Exhibit 10.14


 


RESTITUTION AGREEMENT


 


WHEREAS, Bio-Reference Laboratories, Inc. (hereinafter referred to
as “BRLI” or the “Company”) entrusted its employee, John Littleton (hereinafter
referred to as the “Employee”), with responsibility for day-to-day management
of the sales force at BRLI; and


 


WHEREAS, BRLI has discovered and its investigation has revealed that
approximately $1,600,000 in funds have been, from BRLI’s perspective,
improperly paid (the “Improper Payments”) to Employee or related parties to Employee
as expense or fee reimbursements relating to (a) recruiting fees for new
hires paid to undisclosed related parties in violation of BRLI policies and (b) reimbursement
for improperly and/or insufficiently documented expenses for Employee or
others, also in violation of BRLI policies; and


 


WHEREAS, the parties have agreed to execute this Restitution Agreement
to resolve all civil issues relating to the Improper Payments; and


 


WHEREAS, Employee freely, voluntarily and without any duress or
coercion has agreed to repay to the Company the entire $1,600,000 in Improper
Payments;


 


NOW, THEREFORE,


 


1.               Employee hereby
agrees to pay to the order of BRLI the total sum of ONE MILLION, SIX HUNDRED
THOUSAND DOLLARS AND ZERO CENTS ($1,600,000.00).  This total amount shall be paid via
certified, bank check or wire transfer payable in clearing house funds to the
order of BRLI.  Additionally, payment
shall be made simultaneously with the execution of this Restitution Agreement
at a closing to occur at the offices of Littler Mendelson to be held at its
Newark, NJ offices on or before the close of business on January 23, 2009
(the “Maturity Date”).


 


2.               Employee further
acknowledges and agrees that:


 


a.               He will not contest
the propriety of BRLI’s termination of his employment from the Company
effective as of January 21, 2009;


b.              Employee’s
Employment Agreement with the Company dated August 8, 2007 is terminated
and dissolved with no further obligation by either party to the terms thereof
except as otherwise stated in this Agreement;


c.               Employee shall be
advised of his rights, if any, to continue benefits coverage under any BRLI’s
medical insurance plan pursuant to COBRA. Any costs associated with the
continuation of such benefits shall be pursuant to COBRA and at Employee’s sole
expense;


 

















 


d.              Other than salary
owed for time worked by Employee but not paid prior to January 21, 2009
(which BRLI hereby agrees to pay), Employee is not entitled to any further
compensation of any kind under the Employment Agreement or any policy, plan or
practice of BRLI;


e.               Any and all Stock
Options granted to Employee are terminated and rescinded. This includes but is
not limited to the Stock Option Grant dated September 16, 2002 for options
exercisable to purchase 50,000 shares at an exercise price of $6.82 per share;
the Stock Option Grant dated June 6, 2003 for options exercisable to
purchase 5,000 shares at an exercise price of $5.52 per share; and the Stock
Option Grant dated October 28, 2005 for options exercisable to purchase
5,000 shares at an exercise price of $18.25 per share;


f.                 By signing this
Restitution Agreement, Employee, on behalf of himself, his spouse, children,
estate, heirs, successors and assigns (collectively “Releasors”) releases,
relinquishes, waives, and gives up any and all claims of any kind whatsoever he
or shehas or may have against BRLI, its past and present parents, related
companies, affiliates, subsidiaries, and successors and assigns, and their
past, present and future owners, shareholders, officers, agents and/or
employees (collectively “Releasees”), jointly and individually, including but
not limited to claims arising out of or related to Employee’s employment with
BRLI and/or Employee’s separation from employment.  This includes all claims based on anything
that has occurred from the beginning of time through the date of this
Restitution Agreement, regardless of whether Employee knows of the claim or of
her right to make the claim.  This
release includes, but is not limited to, any claims under the Age Discrimination
in Employment Act, Americans with Disabilities Act, Title VII of the Civil
Rights Act of 1964, Sarbanes Oxley Act, Equal Pay Act, the Employee Retirement
Income Security Act, , the New Jersey Law Against Discrimination, the New
Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act,
the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, any other
federal, state, or local law, whether under statute or common law, any
agreement (express or implied), or any claim alleging any violation of public
policy, breach of contract (express or implied), tort, detrimental reliance,
fraud, or wrongful, constructive or retaliatory discharge;


g.              Employee remains
bound by the Key Employee Agreement dated May 31, 2003;


h.              He was required to
and has returned to BRLI his company provided automobile, blackberry and
corporate credit card;


i.                  He is not
permitted to enter upon any BRLI property and is not permitted to engage in any
act on behalf of BRLI;


j.                  He shall not
contact, other than through his counsel or as may be expressly permitted by the
CEO of BRLI, any BRLI employee;


k.               He shall return any
and all other BRLI property that he may discover to be in his possession;


 

















 


l.                 Employee agrees
that he shall not assert any credits or offsets against Employee’s debt of
$1,600,000 to BRLI as stated herein;


m.           Both Employer and
Employee agree and acknowledge that this Restitution Agreement has been entered
into for the purpose of resolving civil issues relating to the Improper
Payments.  Employer and Employee also
agree and acknowledge that by signing this Agreement and making the payment as
aforesaid, Employee is not admitting to any fault, liability or wrongdoing  - civil, criminal or otherwise; and that
nothing in this Agreement shall be construed as an admission of fault,
liability or wrongdoing by Employee.


 


3.               In the event that
Employee fails to pay BRLI the total amount due to it on or before the Maturity
Date, BRLI may exercise its right to proceed in any manner available under law
to ensure collection of Employee’s remaining debt to BRLI.


 


4.               If BRLI institutes
a formal legal action to recover Employee’s debt after the Maturity Date,
Employee shall reimburse BRLI for any and all costs and reasonable attorneys’
fees it incurs as a result of having to utilize a legal process for the debt
recovery.


 


5.               Employee and all
endorsers, guarantors, and all persons liable or to become liable on this
Restitution Agreement jointly and severally waive any right to claim
presentment for payment, protest and demand, notice of dishonor, notice of
demand, notice of protest, and notice of nonpayment.


 


6.               BRLI may assign
this Restitution Agreement without the consent of Employee and this Restitution
Agreement and all obligations and rights hereunder shall be binding upon the
heirs, administrators, executors, successors, assigns, and legal
representatives of Employee and shall inure to the benefit of BRLI, its
successors and assigns.


 


7.               If any court of
competent jurisdiction deems any term or provision of this Restitution
Agreement to be invalid or unenforceable, the remaining provisions of this
Restitution Agreement shall not be affected thereby, and each remaining term
and provision of this Restitution Agreement shall be valid and enforceable to
the fullest extent permitted by law.  If
any payments required to be made under this Restitution Agreement shall be in
excess of the amounts allowed by law, the amounts of such payments shall be
reduced to the maximum amounts permitted by law.


 


8.               This Restitution
Agreement shall be governed by and construed in accordance with the laws of the
State of New Jersey.


 


9.               Neither the terms
of this Restitution Agreement nor any obligations arising thereunder may be
altered or terminated without the advance, express written consent of a
properly authorized BRLI official.


 

















 


10.         The undersigned Employee
acknowledges and agrees that he shall be liable hereunder; that he is
voluntarily executing this Restitution Agreement without any coercion, duress
or fear of unlawful retaliation; that no promises have been made to him by BRLI
or its representatives other than as set forth in this Restitution Agreement;
that he understands that this Restitution Agreement does not give him immunity
from possible criminal prosecution, and; that he has consulted with counsel of
his choosing.


 


11.         BRLI acknowledges receipt
of the car, blackberry and credit card referenced in Section 2(h) above.


 


12.         By signing below, BRLI
represents that it has the full authority to enter into this Restitution
Agreement.


 


13.         This Restitution
Agreement is dated and effective as of January 23, 2009.


 


THE UNDERSIGNED HAVE READ THE FOREGOING
AGREEMENT AND FULLY UNDERSTAND THAT IT IS A LEGALLY BINDING DOCUMENT AND THAT
BY SIGNING IT THEY ARE GIVING UP CERTAIN LEGAL RIGHTS.


 


 


	
  By:

  	
    /s/ John Littleton

  	
   

  	
  By:

  	
    /s/ Glenn Smith

  
	
   

  	
  John Littleton

  	
   

  	
   

  	
   

  	
  Glenn Smith, as authorized counsel 

  for BRLI

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated: 

  	
      January 23, 2009

  	
   

  	
  Dated: 

  	
        January 23, 2009