Unassociated Document


    Exhibit
10.4

    


    CONFIDENTIAL GENERAL RELEASE
OF ALL CLAIMS

    


    This Confidential General Release of
All Claims (“Agreement”) is entered into between IVAX DIAGNOSTICS, INC., along
with its parents (including, without limitation, Erba Diagnostics Mannheim
GmbH), predecessors, successors, subsidiaries (including, without limitation,
Delta Biologicals, S.r.l, ImmunoVision, Inc. and Diamedix Corporation),
affiliates, related entities, divisions, assigns, and all of its and their
current, former, and future owners, officers, directors, shareholders,
investors, members, employees, consultants, attorneys, insurers, and assigns
(collectively “IVD”), and STEVE
E. LUFKIN, along with his heirs, successors, and assigns (collectively
“LUFKIN”), on the date ascribed below.

    


    WHEREAS, by letter dated
September 1, 2010 (a copy of which is attached hereto as Exhibit 1 and
incorporated herein by reference), LUFKIN voluntary terminated his employment
with IVD effective September 30, 2010 (the “Termination Date”), for “Good
Reason,” as that term is defined in Section 5(c) of the Employment Agreement
executed by and between IVD and LUFKIN on or about January 4, 2010 (a copy of
which is attached hereto as Exhibit 2 and incorporated herein by reference) (the
“Employment Agreement”).

    


    WHEREAS, this Agreement is the
Release referenced in Section 7(c) of the Employment Agreement, and execution of
this Agreement is a precondition to IVD’s obligation to pay any Severance
Payment to LUFKIN under the Employment Agreement;

    


    WHEREAS, LUFKIN desires to
compromise, finally settle, and fully release any and all actual or potential
claims that he ever had, or now has, against IVD;

    


    WHEREAS, LUFKIN acknowledges
that he consulted with counsel of his own choosing before executing this
Agreement.

    


    NOW, THEREFORE, in
consideration of the foregoing and the agreed-upon terms set forth below, IVD
and LUFKIN agree as follows:

    


    1.        
 The recitals above are true and correct and are incorporated herein as
material terms of this Agreement.

    


    2.           (a)             In
consideration for the promises set forth in this Agreement and the payments to
be made to LUFKIN under the Employment Agreement, LUFKIN releases and forever
discharges IVD from any and all claims, demands or liabilities, whether known or
unknown, that LUFKIN ever had or may now have against IVD from the beginning of
time to the date of this Agreement, except as otherwise expressly set forth in
clauses (i) through (v) of the last sentence of paragraph 2(b)
below.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (b)           The
general release of claims set forth in paragraph 2(a) above includes, without
limitation, all claims, demands or liabilities relating to or arising out of
LUFKIN’s employment with and separation of employment from IVD, including,
without limitation, any claims, demands or liabilities for wrongful termination,
constructive discharge, assault, battery, defamation, invasion of privacy, all
claims based on negligent and/or intentional conduct,  unpaid wages,
severance or separation payments, termination benefits, payments for accrued but
unused vacation or time-off, bonus or incentive payments, reimbursements,
benefits or the value thereof, breach of any express or implied contract
(including, without limitation, the Employment Agreement), breach of any
covenant of good faith and fair dealing, or pursuant to any federal, state, or
local employment laws, rules, regulations, ordinances, or executive orders
prohibiting retaliation, coercion, intimidation, interference, harassment, or,
inter alia, age, race,
color, religion, sex, gender, national origin, handicap, disability, genetic
information, marital status, ancestry, familial status, and sexual orientation
discrimination, including, without limitation, claims arising
under:

    


    the Age
Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit
Protection Act (“OWBPA”), 29 U.S.C. § 621, et. seq.

    


    Title VII
of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et. seq. (“Title
VII”)

    


    the
Family and Medical Leave Act, as amended, 29 U.S.C. § 2601, et. seq.
(“FMLA”)

    


    the
Americans with Disabilities Act, as amended, 42 U.S.C. § 12101, et. seq. (“ADA”)

    


    the
Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701, et. seq.

    


    the Equal
Pay Act, 29 U.S.C. § 206, et.
seq.

    


    the Civil
Rights Acts of 1866 and 1871, 42 U.S.C. §§ 1981, 1982, 1983, 1985, and
1986

    


    the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”)

    


    the
Employee Polygraph Protection Act, 29 U.S.C. § 2001, et. seq.

    


    the
Genetic Information Non-Discrimination Act of 2008

    


    the
Employee Retirement Income Security Act of 1974 (excluding any vested benefits
under a plan governed by ERISA), as amended, 29 U.S.C. § 1001, et. seq.

    


    the
Sarbanes-Oxley Act

    


    the
Immigration Reform and Control Act

    


    the Fair
Credit Reporting Act

    


    the
Health Insurance Portability and Accountability Act Of 1996
(“HIPAA”)

    


    the
Worker Adjustment and Retraining Notification Act (“WARN”)

    


    the
Florida Private Sector Whistleblower Act, § 448.101, et. seq., Fla.
Stat.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    the
Florida Civil Rights Act of 1992, § 760.01, et. seq., Fla.
Stat.

    


    Florida’s
workers’ compensation retaliation statute, § 440.205, Fla. Stat.

    


    Florida’s
and Delaware’s wage payment and wage discrimination laws, including, without
limitation, §§ 448.07, 448.08, 448.110, Fla. Stat.

    


    the
Delaware Discrimination in Employment Act, Del. Code Ann., Title 19, § 710,
et. seq.

    


    the
Delaware Handicapped Persons Employment Protections Act, Del. Code Ann., Title
19, Ch. 7, § 720, et.
seq.

    


    the
Delaware Equal Pay Law, Del. Code Ann., Title 19, Ch. 11, § 1107A

    


    all local
and county ordinances governing the employment relationship

    


    the
Federal, State of Florida, and State of Delaware Constitutions

    


    any other
applicable federal, state, or local law, common or statutory, or tort or common
law cause of action, including, but not limited to, any cause of action for
costs, fees, expenses, attorneys’ fees, penalties, damages, and liquidated and
consequential damages incurred in these matters, which LUFKIN ever had, now has,
or shall have as of the date of this Agreement.

    


    LUFKIN
does not waive or release:  (i) claims that arise after the date he
executes this Agreement; (ii) claims for unemployment compensation benefits;
(iii) the 75,000 stock options granted to him on January 4, 2010, which stock
options have been awarded under, and are subject to the terms and conditions set
forth in, IVD’s 2009 Equity Incentive Plan and the Nonqualified Stock Option
Agreement relating to such stock options; (iv) claims for indemnification from
IVD that arise in connection with his past service as a director, executive
officer or employee of IVD (whether pursuant to the Employment Agreement or
pursuant to the Certificate of Incorporation, Bylaws or other organizational
document of IVD or pursuant to the Delaware General Corporation Law); and (v)
claims for payment by IVD of the Accrued Compensation (as such term is defined
in Section 7(b) of the Employment Agreement).

    


    3.           In
consideration for LUFKIN’s execution of this Agreement, IVD will:  (a)
make the “Severance Payment,” as that term is defined in Section 7(c)(i) of the
Employment Agreement, to LUFKIN; and (b) provide the benefits set forth in
Section 7(c)(ii) of the Employment Agreement to LUFKIN.

    


    4.           IVD
will pay the amount set forth in clause (a) of paragraph 3 within ten (10)
business days after receipt of this original Agreement executed by
LUFKIN.  In the event the Internal Revenue Service or any other taxing
authority challenges the parties’ tax treatment of the settlement payments set
forth in paragraph 3, then LUFKIN shall bear his own risk of the tax
consequences of the treatment of such payments, and shall hold harmless and
indemnify IVD for any costs, fees, penalties, and/or attorneys’ fees incurred by
IVD as a result of the parties’ tax treatment of the settlement payments set
forth in paragraph 3.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    5.           LUFKIN
acknowledges and agrees that no consideration other than as provided for by this
Agreement has been or will be furnished by IVD.

    


    6.           
LUFKIN affirmatively declares that he is not owed any additional sum of money,
and that he is not entitled to any benefits, other than as set forth in this
Agreement.

    


    7.           LUFKIN
acknowledges and agrees that he continues to be bound by, among other things,
the covenants, agreements and obligations set forth in Section 8 of the
Employment Agreement, all of which survive the termination of his employment,
the termination of the Employment Agreement and LUFKIN’s execution of this
Agreement.  LUFKIN acknowledges and agrees that he has resigned from
any and all positions and titles with IVD, including, without limitation, as a
director, executive officer and employee.

    


    8.           Pursuant
to the provisions of the Older Workers Benefit Protection Act (“OWBPA”), which
applies to LUFKIN’s waiver of rights and claims under the Age Discrimination in
Employment Act, LUFKIN acknowledges that he has had a period of at least
twenty-one (21) days within which to consider whether to execute this
Agreement.  Also pursuant to the OWBPA, LUFKIN understands that he may
revoke his execution of this Agreement within seven (7) days of his execution of
this Agreement.  It is specifically understood, however, that this
Agreement shall not become effective or enforceable until the 7-day revocation
period has expired, and that IVD shall have no obligations to LUFKIN if LUFKIN
revokes his execution of this Agreement.

    


    9.           LUFKIN
is advised to consult with an attorney prior to executing this
Agreement.  LUFKIN acknowledges that he has had an opportunity to
consult with counsel of his own choosing before executing this
Agreement.

    


    10.         LUFKIN
fully understands that if any fact with respect to which this Agreement is
executed is found hereafter to be different from the facts now believed by
LUFKIN to be true, he expressly accepts and assumes the risk of such possible
difference in fact and agrees that this Agreement shall be and remain effective
notwithstanding such difference in fact.

    


    11.         This
Agreement does not constitute an admission of a violation of any law, order,
regulation, or enactment, or of wrongdoing of any kind by IVD and is entered
into by the parties solely to end any controversy between them.  IVD
expressly denies any and all wrongdoing and liability.

    


    12.         The
prevailing party shall be entitled to an award of attorneys=
fees and costs incurred in enforcing this Agreement or in defending any claim
brought in violation hereof, including, without limitation, costs and fees
incurred at the trial court and appellate levels.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    13.         LUFKIN
represents and warrants that no person other than the signatories hereto had or
has any interest in the matters referenced in this Agreement, that LUFKIN has
the sole right and exclusive authority to execute this Agreement, and that
LUFKIN has not sold, assigned, transferred, conveyed, or otherwise disposed of
any claim or demand relating to any matter covered by this
Agreement.

    


    14.         This
Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of Florida, both substantive and remedial.  The
failure of any provision of this Agreement shall in no manner affect the right
to enforce the same, and the waiver by any party of any breach of any provision
of this Agreement shall not be construed to be a waiver by such party of any
succeeding breach of such provision or a waiver by such party of any breach of
any other provision.

    


    15.         This
Agreement represents the entire understanding and agreement between the parties
with respect to the subject matter hereof and there are no promises, agreements,
conditions, undertakings, warranties, or representations, whether written or
oral, express or implied, between the parties other than as set forth
herein.  This Agreement cannot be amended, supplemented, or modified
except by an instrument in writing signed by the parties against whom
enforcement of such amendment, supplement or modification is
sought.

    


    16.         This
Agreement may be executed in counterparts, and upon such execution shall be
complete, and the terms, provisions and obligations set forth shall be in full
force and effect.

    


    17.         In
the event that any provision or portion of this Agreement shall be determined to
be invalid or unenforceable for any reason, the parties agree that the remaining
provisions of this Agreement shall be unaffected thereby and shall remain in
full force and effect.

    


    18.         LUFKIN FURTHER STATES AND AGREES THAT
HE HAS CAREFULLY READ THIS AGREEMENT; THAT HE HAS HAD IT REVIEWED BY HIS
ATTORNEY; THAT IT HAS BEEN FULLY EXPLAINED TO HIM BY HIS ATTORNEY; THAT HE FULLY
UNDERSTANDS ITS FINAL AND BINDING EFFECT; THAT THE ONLY PROMISES MADE TO HIM TO
SIGN THIS AGREEMENT ARE THOSE STATED IN THIS AGREEMENT; THAT HE HAS HAD A
REASONABLE PERIOD OF TIME OF AT LEAST 21 DAYS WITHIN WHICH TO CONSIDER THE
AGREEMENT; AND THAT HE IS SIGNING THIS AGREEMENT VOLUNTARILY WITH THE FULL
INTENT OF RELEASING IVD OF ANY AND ALL CLAIMS.

    


    
      
        
          
            
              
                
                  	 	
                          /s/ Steve E. Lufkin

                        	 
      	
                          September 30, 2010

                        
	 	
                          Steve
      E. Lufkin

                        	
                            

                        	
                          Date