Exhibit 10.3






Exhibit 10.3




SETTLEMENT AGREEMENT AND GENERAL RELEASE




Mike Voss (hereinafter “Voss”) and The Spectranetics Corporation (hereinafter “the Company”)
(hereafter “the Parties”) voluntarily agree to completely settle and resolve all claims Voss may
have against the Company as of the time Voss executes this Settlement Agreement and General
Release, in accordance with the terms of this Settlement Agreement and General Release, including,
but not limited to, all issues related to or arising out of Voss’s employment with the Company and
the cessation of Voss’s employment with the Company effective as of July 1, 2009, as follows:



WHEREAS, the Parties want to avoid litigation, costs, legal fees and inconvenience;



NOW, THEREFORE, for and in consideration of the provisions, covenants and mutual promises
contained herein, the Parties hereby agree as follows:



1. Payment Terms. The Company shall pay Voss in the amounts and at such times as set
forth below within seven (7) days after the expiration of the seven (7) day revocation period
described in Paragraph 12 below, and after receipt by the Company’s counsel of an original of this
Settlement Agreement and General Release executed and dated by Voss. The payment (“Settlement
Payment”) shall be made in the following manner:




a. The Company will pay and cause to be delivered to Voss, as severance pay, in the gross
amount of One Hundred Seventy Thousand Dollars ($170,000.00) less required payroll deductions
(e.g. health benefits for July) and taxes, payable in twelve equal installments of
$14,166.66, commencing on July 23, 2009 and ending on December 23, 2009. An IRS Form W-2
will be issued to Voss by the Company.




b. If Voss elects COBRA coverage, the Company agrees to reimburse Voss up to $9,151.62 to
assist in covering the cost of the COBRA coverage. The Company will reimburse Voss after
receiving receipts showing payment made for contributions to his COBRA health care coverage
by Voss.




c. Voss acknowledges that in this Settlement Agreement and General Release he is receiving
more money, compensation and benefits than he would otherwise be entitled to receive from the
Company.




2. Release.




a. To the greatest extent permitted by law, Voss agrees to release the Company regarding all
claims he has or might have as of the time of execution of this Settlement Agreement and
General Release, whether known or unknown. By way of explanation, but not limiting its
completeness, Voss, hereby fully, finally and unconditionally releases, compromises, waives
and forever discharges the Company from and for any and all claims, liabilities, suits,
discrimination or other charges, personal injuries, demands, debts, liens, damages, costs,
grievances, injuries, actions or rights of action of any nature whatsoever, known or
unknown, liquidated or unliquidated, absolute or contingent, whether in tort, contract, or
otherwise, in law or in equity, whether statutory or common law, which was or could have
been filed with any federal, state, local or private court, agency, arbitrator or any other
entity, based directly or indirectly upon Voss’s employment with the Company, the cessation
of his employment, and any alleged act or omission to act by the Released Parties, whether
related or unrelated to his employment, occurring and/or accruing prior to the execution, by
Voss, of this Settlement Agreement and General Release. Voss further waives any right to
any form of recovery, compensation or other remedy in any action brought by him or on his
behalf.


 


 









 






b. Without limiting the foregoing terms, this Settlement Agreement and General Release
specifically includes all claims of Voss. The release includes any tort, and any and all
claims Voss may have arising from any federal, state or local constitution, statute,
regulation, rule, ordinance, order, public policy, contract or common law, and all claims
under the Age Discrimination in Employment Act.




c. This Settlement Agreement and General Release includes and extinguishes all claims Voss
may have for equitable and legal relief, attorneys’ fees and costs. More particularly, Voss
acknowledges that this Settlement Agreement and General Release is intended to be a
resolution of disputed claims and that Voss is not a “prevailing party.” Moreover, Voss
specifically intends and agrees that this Agreement and Release fully contemplates claims
for attorney’s fees and costs, and hereby waives, compromises, releases and discharges any
such claims and liens.




d. Voss agrees that this release includes all claims and potential claims against the
Company and any affiliated companies, including their parents, subsidiaries, divisions,
partners, joint ventures, sister
corporations, and as intended third-party beneficiaries, their predecessors, successors,
heirs and assigns, and their past, present and future owners, directors, officers, members,
agents, attorneys, Voss’s representatives, trustees, administrators, fiduciaries and
insurers, jointly and severally, in their individual, fiduciary and corporate capacities
(collectively referred to as the “Released Parties”).




e. Voss promises and covenants that he will not file any lawsuit against the Released
Parties based upon any claim covered under the foregoing release, except that Voss is not
prohibited bringing any claim under the Age Discrimination in Employment Act, as amended,
wherein Voss seeks to challenge whether he knowingly and voluntarily entered into this
Settlement Agreement and General Release.




f. Nothing in this release restricts Voss’s right to enforce this Settlement Agreement and
General Release and the promises set forth herein.




g. Voss acknowledges that he has (or prior to expiration of the revocation period in
paragraph 12 he has) received all compensation due him, including base pay, commissions,
reimbursement of expenses, vacation pay, other PTO, or the like.



3. Nonassignment. Voss expressly promises the Company that he has not assigned or
transferred, or purported to assign or transfer, and will not assign or otherwise transfer: (a) any
claims, or portions of claims, against the Released Parties (as defined in Paragraph 2); (b) any
rights that he has or may have had to assert claims on his behalf or on behalf of others against
the Released Parties; and (c) any right he has or may have to the Settlement Payment. Voss promises
that any monies, benefits or other consideration he receives from the Company are not subject to
any liens, garnishments, mortgages or other charges, and no one else has any claim to any portion
of the Settlement Payment.


 


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4. Confidentiality. Voss agrees that neither he nor his agents will disclose anything
relating to his employment, or his separation from employment, except to his attorneys, tax
advisors and immediate family, and such persons shall be told that the information must be kept
confidential. Voss represents further that in negotiating the terms of this potential agreement,
Voss has not already disclosed the proposed terms to any third-parties.



5. Indemnification. Voss agrees to indemnify and hold each of the Released Parties
harmless from and against any and all loss, cost, damage or expense, including, without limitation,
attorneys’ fees, incurred by the Released Parties, or any of them, arising out of any breach of
this Settlement Agreement and General Release by Voss, the fact that any representation made herein
by Voss was false when made, or Company’s successful enforcement of this Settlement Agreement and
General Release against Voss, except that this paragraph shall
not apply to a lawsuit changing the validity of this Settlement Agreement and General Release
under the Age Discrimination in Employment Act, as amended.



6. Neutral Construction. The language of all parts of this Settlement Agreement and
General Release shall in all cases be construed as a whole, according to its fair meaning, and not
strictly for or against any of the Parties, regardless of who drafted the Agreement.



7. Complete Agreement. This Settlement Agreement and General Release sets forth all
of the terms and conditions of the agreement between the Parties concerning the subject matter
hereof and any prior oral communications are superseded by this Settlement Agreement and General
Release. The Parties understand and agree that all of the terms and promises of this Settlement
Agreement and General Release, other than the “Whereas” clauses which are informational, are
contractual and not a mere recital.



8. Effect on Previous Agreements. This Settlement Agreement and General Release
supersedes any and all prior agreements, understandings and communications between the Parties,
except for that certain Trade Secrets and Confidentiality Information Agreement, entered into the
by the parties on or about July 01, 2008, which agreement he acknowledges remains in full force and
effect according to its terms.



9. Amendment. This Settlement Agreement and General Release may be amended only by a
written document signed by Voss and an authorized Executive Officer of the Company.



10. Severability. In the event that any of the provisions of this Settlement
Agreement and General Release are found by a judicial or other tribunal to be unenforceable, the
remaining provisions of this Settlement Agreement and General Release will, at the Company’s
discretion, remain enforceable.



11. Nonadmission. This Settlement Agreement and General Release is being entered into
solely for the purpose of resolving any potential claims, and shall not be construed as: (a) an
admission by the Released Parties of any (i) liability or wrongdoing to Voss, (ii) breach of any
agreement, or (iii) violation of a statute, law or regulation; or (b) a waiver of any defenses as
to those matters within the scope of this Settlement Agreement and General Release. The Company
specifically denies any liability or wrongdoing, and Voss agrees that he will not state, suggest or
imply the contrary to anyone, either directly or indirectly, whether through counsel or otherwise.


 


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12. Time To Consider Agreement. Voss understands that he has been given twenty-one
(21) days to consider and sign this Settlement Agreement and General Release (the “consideration
period”), and Voss acknowledges and agrees that this consideration period has been reasonable and
adequate. Voss will have seven (7) days from the date he signs this Settlement Agreement and
General Release to revoke it if he so desires. This Settlement Agreement and General Release shall
not become effective or enforceable until this seven (7)
day revocation period has expired, without revocation, provided the Parties have also
continued to meet all of the conditions in this Settlement Agreement and General Release. If Voss
has not communicated his acceptance of this offer to the Company before the expiration of this
consideration period, this offer automatically expires at that time, and the Company is not
required to take any further action to rescind or otherwise withdraw the terms of this Agreement.



13. Right to Counsel. Voss acknowledges that he was informed that he has the right to
consult with an attorney before signing this Settlement Agreement and General Release and that this
paragraph shall constitute written notice of the right to be advised by legal counsel.
Additionally, Voss acknowledges that he has been advised by competent legal counsel of his own
choosing in connection with the review and execution of this Settlement Agreement and General
Release and that he has had an opportunity to and did negotiate over the terms of this Settlement
Agreement and General Release.



14. Additional Terms The Company agrees it will not oppose Voss’s receipt of
unemployment benefits to which he may be entitled.



15. Voss Acknowledgment. Voss declares that he has completely read this Settlement
Agreement and General Release and acknowledges that it is written in a manner calculated to be
understood by Voss. Voss fully understands its terms and contents, including the rights and
obligations hereunder freely, voluntarily and without coercion enters into this Settlement
Agreement and General Release. Further, Voss agrees and acknowledges that he has had the full
opportunity to investigate all matters pertaining to his claims and that the waiver and release of
all rights or claims he may have under any local, state or federal law is knowing and voluntary.



PLEASE READ CAREFULLY. THIS DOCUMENT INCLUDES

MIKE VOSS’S RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.




	 	 	 	 	 	 	 
	 	 	THE SPECTRANETICS CORPORATION	 	 
	 
	 	 	 	 	 	 
	/s/ Mike Voss
 


	 	By:
	 	/s/ Roger Wertheimer
 

	 	 
	MIKE VOSS
Date: 07/06/2009

	 	 	 	Roger Wertheimer, Vice President and General 

Counsel for
Spectranetics	 	 
	 	 	Date: 07/06/2009	 	 







 


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