Exhibit
10.1


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”)
is made and entered into this 10th day of December, 2007 (the “Effective Date”) by and between GENOPTIX, INC., a Delaware corporation (“Company”),
and CHRISTIAN V. KUHLEN, M.D., ESQ. (“Executive”).


 


RECITALS:


 


Executive is currently employed by the Company as its
Vice President, General Counsel and Corporate Secretary.


 


The Company and Executive desire to formally state the
terms and conditions of Executive’s employment by the Company and to provide
Executive with certain benefits upon a qualifying termination of such
employment.


 


The Company desires to employ Executive in the
executive capacity hereinafter stated, and the Executive desires to enter into
the employ of the Company in such capacity for the period and with the terms
and conditions set forth herein.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of the promises and the covenants
set forth in this Agreement and for other valuable consideration, the parties
hereby agree as follows:


 


1.             Employment.  The Company hereby employs Executive as Vice
President, General Counsel and Corporate Secretary, assigned with responsibilities
to do and perform all services, acts, or things necessary or advisable to
manage and conduct the business of the Company, subject at all times to the
policies set by the Board of Directors of the Company (the “Board”),
and to the consent of the Board when required by the terms of this contract.  Executive hereby accepts such employment and
agrees to devote such time and energies as appropriate to fulfill all
responsibilities to the Company.  Executive
shall be employed at will.


 


2.             Compensation.  In consideration for all services rendered by Executive
under this Agreement, Executive shall receive the compensation described in this
Section 2.  All such compensation
shall be paid subject to appropriate tax withholding and similar deductions.


 


(a)           Salary.  Executive shall be paid an initial annual salary of $235,000,
payable in accordance with the Company’s normal practices in the payment of
salary and wages practices, in equal installments, but not less than 26
increments annually.


 


(b)           Executive Benefit and Incentive
Compensation Plans.  During employment hereunder, Executive
shall be entitled to receive those benefits which are routinely made available
to executive officers of the Company, including participation in any executive
stock ownership plan, profit sharing plan, incentive compensation or bonus
plan, retirement plan, Company-provided life insurance, or similar executive
benefit plans maintained or sponsored by the Company.   The Company shall not take any action that
would substantially diminish the 


 


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aggregate value of
Executive’s fringe benefits as they exist as of the Effective Date of this
Agreement or as the same may be increased from time to time.


 


(c)           Expense Reimbursement.  The Company shall promptly reimburse Executive for all
reasonable expenses necessarily incurred during conduct of Company business,
and for which adequate documentation is presented, but in no event later than December 31
of the year following the year in which the expense was incurred.


 


(d)           Personal Time Off.  Executive shall be entitled to paid time off in
accordance with the Company’s policies applicable to executives.


 


3.             Termination.  Executive’s employment may be terminated as follows,
with the following effects:


 


(a)           Death.  Executive’s employment shall terminate immediately
upon the Executive’s death, in which event the Company’s only obligations hereunder
shall be to pay all compensation and expense reimbursements owing for services
rendered and reasonable business expenses incurred by the Executive prior to
the date of his death.


 


(b)           Disability.  In the event the Executive is disabled from performing
his assigned duties under this agreement due to illness or injury for a period
in excess of forty-five (45) consecutive days or a period or periods of more
than one hundred and twenty (120) days in the aggregate in any twelve month
period, the Board, in its sole discretion, may terminate Executive’s employment
immediately upon written notice to Executive, in which event the Company’s only
obligations hereunder shall be to pay all compensation and expense reimbursements
owing for services rendered and reasonable business expenses incurred by the
Executive prior to the effective date of termination.


 


(c)           For Cause.  The Company may terminate Executive’s employment for Cause
immediately upon written notice from the Board to Executive.  For purposes of this Agreement, “Cause” means the
occurrence of any one or more of the following: 
(i) Executive’s conviction of or plea of nolo contendere to any
felony crime involving fraud, dishonesty or moral turpitude under the laws of
the United States or any state thereof; (ii) Executive’s attempted
commission of, or participation in, a fraud or act of dishonesty against the
Company; (iii) Executive’s intentional, material violation of any contract
or agreement between the Participant and the Company or of any statutory duty
owed to the Company; (iv) Executive’s unauthorized use or disclosure of
the Company’s confidential information or trade secrets; or (v) Executive’s
gross misconduct.  In the event Executive’s
employment is terminated for Cause, the Company shall have no further
obligations to Executive other than to pay all compensation and expense
reimbursements owing for services rendered and reasonable business expenses
incurred by Executive prior to the effective date of such termination.


 


(d)           Without Cause.  The Company in its sole discretion may terminate
Executive’s employment without cause or prior warning immediately upon written
notice from the Board to Executive, in which event the Company shall pay to
Executive all compensation and expense reimbursements owing for services
rendered and reasonable business expenses incurred by Executive prior to the
effective date of termination, and, contingent upon 


 


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Executive’s delivery to
the Company of an effective Release and Waiver as provided in Section 3(e) below,
provide the following benefits to Executive: 
(i) severance consisting of continued payment of Executive’s base
salary at the rate in effect as of the effective date of termination, less
standard deductions and withholdings, for a period of six (6) months
following the effective date of termination, subject to acceleration of such
payments into a single lump-sum cash severance payment in the event a Change in
Control (as defined below) of the Company has occurred prior to the date of
termination or a Change in Control occurs within ninety (90) days after the
date of termination of Executive’s employment; (ii) upon timely election
by Executive complying with COBRA, payment of all premiums required to continue
Executive’s medical, dental and vision insurance coverage pursuant to COBRA for
a period of six (6) months following the date of termination; and (iii) immediately
accelerate the vesting of all options to purchase the common stock of the
Company granted to Executive prior to the effective date of such termination
(the “Options”) such that Executive shall be
deemed vested as to the same number of shares as if Executive had continued to
be employed by the Company for a period of six (6) months following the
effective date of such termination (subject to the additional accelerated
vesting provided in Section 4(b) in the event Executive is terminated
by the Company without Cause within 90 days prior to or within 13 months
following the effective date of a Change in Control).  As a condition to receiving the continuing
benefits specified in this Section 3(d), during the six (6) month
period following the Executive’s termination date, Executive shall not engage
in any employment or business activity that is directly competitive with the
Company’s business activities as of such termination date and Executive shall
not induce any employee of the Company to leave the employ of the Company.


 


(e)           Release and Waiver. 
As a condition to receiving the benefits specified in Sections 3(d) and
4(b) of this Agreement, Executive must deliver to the Company a fully
effective waiver and release of claims in the form attached hereto as Exhibit A (the “Release
and Waiver”) within the time frame set forth therein, but in no
event later than forty-five (45) days following the Executive’s termination
date.


 


(f)            Voluntary Termination by
Executive.  Executive may terminate his employment
hereunder at any time, whether with or without cause, effective sixty (60) days
after delivery of written notice of such termination to the Company, except for
Executive’s Emergency Need.  “Emergency Need”, as used in this Section,
is defined to be the advent of illness or related health issues in Executive or
his immediate family which a medical doctor would conclude poses a mortal
health risk to that person.  The Company
shall have the option, in its sole discretion, to specify an earlier
termination date than that provided by Executive in the written notice.  Upon voluntary termination pursuant to this
Section, the Company shall have no further obligations to Executive other than
to pay all compensation and expense reimbursements owing for services rendered and
reasonable business expenses incurred by Executive prior to effective date of
termination as determined by the Company.


 


(g)           Returning Company Documents.  In the event of any termination of Executive’s
employment hereunder, Executive shall, prior to or on such termination deliver
to the Company (and will not maintain possession of or deliver to anyone else)
any and all devices, records, data, data bases software, software
documentation, laboratory notebooks, notes, reports, proposals, lists, customer
lists, correspondence, specifications, drawings, blueprints, sketches, 


 


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materials, equipment, other
documents or property, or reproductions of any of the above aforementioned
items belonging to the Company, its successors or assigns.


 


4.             Change in Control.


 


(a)           Option Acceleration Upon A Change
in Control.  Effective immediately upon the closing of
a Change in Control of the Company, the vesting of fifty percent (50%) of the
then unvested shares of Common Stock subject to the Options shall be
accelerated in full and shall be fully vested and immediately exercisable (and,
if any Options have been early exercised by Executive, the reacquisition or
repurchase rights held by the Company with respect to the shares of Common
Stock subject to such acceleration shall lapse in full, as appropriate).  Thereafter, the balance of the Options’
unvested shares of Common Stock subject to such Options shall vest in six (6) equal
monthly installments over the six-month period immediately following the
closing of the Change in Control, except as provided in Section 4(b) below.


 


(b)           Benefits Upon Termination. 
In the event that Executive’s employment by the Company is terminated
without Cause (as defined above) or Executive terminates his employment for
Good Reason (as defined below) within ninety (90) days prior to or within
thirteen (13) months following the effective date of a Change in Control (as
defined below) of the Company, contingent upon Executive’s delivery to the
Company of a fully effective Release and Waiver as provided in Section 3(e),
the Executive shall be entitled to the benefits and payments specified in
Sections 3(d)(i) and 3(d)(ii) above, and the vesting of the unvested
shares of Common Stock subject to the Options shall immediately accelerate in
full such that all of the shares of Common Stock subject to such Options shall
be fully vested and immediately exercisable (and, if any Options have been
early exercised by Executive, the reacquisition or repurchase rights held by
the Company with respect to the shares of Common Stock subject to such
acceleration shall lapse in full, as appropriate).


 


(c)           Change in Control.   “Change in Control” means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the
following events:


 


(i)            any Exchange Act Person (as defined
below) becomes the beneficial owner, directly or indirectly, of securities of
the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then
outstanding securities other than by virtue of a merger, consolidation or
similar transaction.  Notwithstanding the foregoing, a Change in
Control shall not be deemed to occur (A) on account of the acquisition of
securities of the Company by an investor, any affiliate thereof or any other
Exchange Act Person from the Company in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the
Company through the issuance of equity securities or (B) solely because
the level of beneficial ownership held by any Exchange Act Person (the “Subject Person”) exceeds the
designated percentage threshold of the outstanding voting securities as a
result of a repurchase or other acquisition of voting securities by the Company
reducing the number of shares outstanding, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the beneficial owner of any additional
voting 


 


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securities
that, assuming the repurchase or other acquisition had not occurred, increases
the percentage of the then outstanding voting securities beneficially owned by
the Subject Person over the designated percentage threshold, then a Change in
Control shall be deemed to occur (for purposes of this Section 4(c), “Exchange Act Person”  means any natural person, entity or “group”
(within the meaning of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”)),
except that “Exchange Act Person” shall not include (A) the Company or any
subsidiary of the Company, (B) any employee benefit plan of the Company or
any subsidiary of the Company or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any subsidiary of
the Company, (C) an underwriter temporarily holding securities pursuant to
an offering of such securities, (D) an entity beneficially owned, directly
or indirectly, by the stockholders of the Company in substantially the same
proportions as their beneficial ownership of stock of the Company; or (E) any
natural person, entity or “group” (within the meaning of Section 13(d) or
14(d) of the Exchange Act) that, as of the date of this Agreement, is the
beneficial owner, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the
Company’s then outstanding securities);


 


(ii)           there is consummated a merger,
consolidation or similar transaction involving (directly or indirectly) the
Company and, immediately after the consummation of such merger, consolidation
or similar transaction, the stockholders of the Company immediately prior
thereto do not beneficially own, directly or indirectly, either (A) outstanding
voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the
surviving entity in such merger, consolidation or similar transaction or (B) more
than fifty percent (50%) of the
combined outstanding voting power of the parent of the surviving entity in such
merger, consolidation or similar transaction, in each case in substantially the
same proportions relative to each other as their beneficial ownership of the
outstanding voting securities of the Company immediately prior to such
transaction;


 


(iii)         the stockholders of the Company approve
or the Board approves a plan of complete dissolution or liquidation of the
Company, or a complete dissolution or liquidation of the Company shall
otherwise occur, except for a liquidation into a parent corporation;


 


(iv)          there is consummated a sale, lease,
exclusive license or other disposition of all or substantially all of the
consolidated assets of the Company and its subsidiaries, other than a sale,
lease, license or other disposition of all or substantially all of the
consolidated assets of the Company and its subsidiaries to an entity, more than
fifty percent (50%) of the
combined voting power of the voting securities of which are beneficially owned
by stockholders of the Company in substantially the same proportions relative
to each other as their beneficial ownership of the outstanding voting
securities of the Company immediately prior to such sale, lease, license or
other disposition; or


 


(v)            individuals who, on the date of this
Agreement, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the
Board; (provided, however, that if the appointment
or election (or nomination for election) of any new Board member was approved
or recommended by a majority vote of the 


 


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members of the Incumbent
Board then still in office, such new member shall, for purposes of the Plan, be
considered as a member of the Incumbent Board).


 


(d)           Good Reason.  “Good Reason” for the Executive to
terminate the Executive’s employment hereunder shall mean the occurrence of any
of the following events without the Executive’s consent:


 


(i)            a material adverse change in the nature
of the Executive’s authority, duties or responsibilities, as they exist on the
Effective Date of this Agreement;


 


(ii)           a material adverse change in the
Executive’s reporting level requiring that the Executive report to a corporate
officer or executive other than the Company’s Chief Executive Officer;


 


(iii)         the relocation of the Company’s executive
offices or principal business location to a point more than sixty (60) miles
from their location as of the Effective Date of this Agreement; or


 


(iv)          a material reduction by the Company of
the Executive’s base salary as initially set forth herein or as the same may be
increased from time to time.


 


Provided however  that, such termination by
the Executive shall only be deemed for Good Reason pursuant to the foregoing
definition if: (i) the Executive gives the Company written notice of the
intent to terminate for Good Reason within thirty (30) days following the first
occurrence of the condition(s) that the Executive believes constitutes
Good Reason, which notice shall describe such condition(s); (ii) the
Company fails to remedy such condition(s) within thirty (30) days
following receipt of the written notice (the “Cure
Period”); and (iii) the Executive terminates employment
within thirty (30) days following the end of the Cure Period.


 


5.             Application of Internal
Revenue Code Section 409A. Benefits payable under the Agreement, to the extent
of payments made from the date of termination of the Executive through March 15th
of the calendar year following such termination, are intended to constitute
separate payments for purposes of Section 1.409A-2(b)(2) of the
Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set
forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the
extent such payments are made following said March 15th, they are subject
to the distribution requirements  of Section 409A(a)(2)(A) of
the Internal Revenue Code of 1986, as amended (the “Code”),
including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of
the Code that payment to the Executive be delayed until 6 months after
separation from service if the Executive is a “specified Executive” within the
meaning of the aforesaid section of the Code at the time of such separation
from service.


 


6.             Code Section 280G. 
If any payment or benefit Executive would receive pursuant to a
Corporate Transaction from the Company or otherwise (“Payment”) would (i) constitute a “parachute
payment” within the meaning of Section 280G of the Code, and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of
the Code (the “Excise Tax”),
then the Company shall cause to be determined, before any amounts of the
Payment are paid to Executive, which of the following two amounts would
maximize Executive’s after-tax proceeds: 


 


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(i) payment in full
of the entire amount of the Payment (a “Full Payment”),
or (ii) payment of only a part of the Payment so that Executive receives
the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever
amount results in Executive’s receipt, on an after-tax basis, of the greater
amount of the Payment notwithstanding that all or some portion of the Payment
may be subject to the Excise Tax.  For
purposes of determining whether to make a Full Payment or a Reduced Payment,
the Company shall cause to be taken into account all applicable federal, state
and local income and employment taxes and the Excise Tax (all computed at the
highest applicable marginal rate, net of the maximum reduction in federal
income taxes which could be obtained from a deduction of such state and local
taxes).  If a Reduced Payment is made, (i) the
Payment shall be paid only to the extent permitted under the Reduced Payment
alternative, and Executive shall have no rights to any additional payments
and/or benefits constituting the Payment, and (ii) reduction in payments
and/or benefits shall occur in the following order unless Executive elects in
writing a different order (provided, however,
that such election shall be subject to Company approval if made on or after the
date on which the event that triggers the Payment occurs): reduction of cash
payments, cancellation of accelerated vesting of stock awards, and reduction of
other benefits.  In the event that
acceleration of compensation from Executive’s equity awards is to be reduced,
such acceleration of vesting shall be canceled in the reverse order of the date
of grant unless Executive elects in writing a different order for cancellation.


 


The independent
registered public accounting firm engaged by the Company for general audit
purposes as of the day prior to the effective date of the Corporate Transaction
shall make all determinations required to be made under this Section 6.  If the independent registered public
accounting firm so engaged by the Company is serving as accountant or auditor
for the individual, entity or group effecting the Corporate Transaction, the
Company shall appoint a different nationally recognized independent registered
public accounting firm to make the determinations required hereunder.  The Company shall bear all expenses with
respect to the determinations by such independent registered public accounting
firm required to be made hereunder.  The
independent registered public accounting firm engaged to make the
determinations hereunder shall provide its calculations, together with detailed
supporting documentation, to the Company and Executive within fifteen (15)
calendar days after the date on which Executive’s right to a Payment is
triggered (if requested at that time by the Company or Executive) or at such
other time as requested by the Company. 
If the independent registered public accounting firm determines that no
Excise Tax is payable with respect to a Payment, either before or after the
application of the Reduced Amount, it shall furnish the Company and Executive
with an opinion reasonably acceptable to Executive that no Excise Tax will be
imposed with respect to such Payment. 
Any good faith determinations of the accounting firm made hereunder
shall be final, binding and conclusive upon the Company and Executive.


 


7.             Conflict Of Interest.  During the Employment Period, Executive shall devote
such time and energies as appropriate to fulfill all responsibilities to the
Company in the capacity set forth in Section 1.  Executive shall be free to pursue business
activities which do not interfere with the performance of his duties and responsibilities
under this Agreement, however, Executive shall not engage in any outside
business activity which involves actual or potential competition with the
business of the Company, except with the written consent of the Board.


 


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8.             Executive Benefit Plans.  All of the Executive benefit plans referred to or
contemplated by this Agreement shall be governed solely by the terms of the
underlying plan documents and applicable law. 
Nothing in this Agreement shall impair the Company’s right to amend,
modify, replace, and terminate any and all such plans in its sole discretion as
provided by law.  This Agreement is for
the sole benefit of Executive and the Company, and is not intended to create an
Executive benefit plan or to modify existing terms of existing plans.


 


9.             Assignment.  This Agreement may not be assigned by Executive.  This Agreement shall bind and inure to the
benefit of the Company’s successors and assigns, as well as Executive’s heirs,
executors, administrators, and legal representatives.The Company shall obtain
from any successor, before the succession takes place, an agreement to assume
the obligations and perform all of the terms and conditions of this Agreement.


 


10.          Notices.  All notices required by this Agreement may be
delivered by first class mail at the following addresses:


 


To Company:                  Genoptix, Inc.


Attn: Board of Directors


2110 Rutherford Road


Carlsbad, CA 92008


 


To Executive:                  Christian V. Kuhlen, M.D., Esq.


2110 Rutherford Road


Carlsbad, CA 92008


 


11.          Amendment.  This Agreement may be modified only by written agreement
signed by both the Company and Executive.


 


12.          Choice Of Law.  This Agreement shall be governed by the laws of the State
of California, without regard to choice of law principles.


 


13.          Partial Invalidity.  In the event any provision of this Agreement is void
or unenforceable, the remaining provisions shall continue in full force and
effect.


 


14.          Waiver.  No waiver of any breach of this Agreement shall
constitute a waiver of any subsequent breach.


 


15.          Complete Agreement.  As of the Effective Date, this Agreement, together
with the stock option agreements and equity incentive plans governing the
Options, constitutes the entire agreement between the parties in connection
with the subject matter hereof and supersedes any and all prior or
contemporaneous oral and written agreements or understandings between the
parties.


 


16.          Headings.  Headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.


 


17.          Miscellaneous.  Executive acknowledges full understanding of the matters
set forth herein and the obligations undertaken upon the execution hereof.


 


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IN WITNESS WHEREOF, the parties have executed this EXECUTIVE EMPLOYMENT AGREEMENT as of the date first written
above.


 


GENOPTIX,
INC.


 


 


	
  By:

  	
    /s/ Tina S.
  Nova, Ph.D.

  	
   

  
	
   

  
	
  Name:

  	
   Tina S. Nova,
  Ph.D.

  	
   

  
	
   

  
	
  Title:

  	
     President
  and Chief Executive Officer

  	
   

  
	
   

  
	
  Dated:

  	
   December 10,
  2007

  	
   

  
						



 


EXECUTIVE:


 


 


	
  /s/ Christian V.
  Kuhlen, M.D., Esq.

  	
   

  
	
  CHRISTIAN
  V. KUHLEN, M.D., ESQ.

  	
   

  



 


	
  Dated:

  	
    December 10,
  2007

  	
   

  



 


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EXHIBIT
A


 


RELEASE
AND WAIVER OF CLAIMS


 


In consideration of the payments and other benefits
set forth in the Employment Agreement dated                   ,
2007 (the “Employment Agreement”), to
which this form is attached, I, CHRISTIAN V.
KUHLEN, M.D., ESQ., hereby furnish GENOPTIX,
INC.  (the “Company”), with the
following release and waiver (“Release and Waiver”).


 


In exchange for the consideration provided to me by
the Employment Agreement that I am not otherwise entitled to receive, I hereby
generally and completely release the Company and its directors, officers, Executives,
shareholders, partners, agents, attorneys, predecessors, successors, parent and
subsidiary entities, insurers, Affiliates, and assigns from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are
in any way related to events, acts, conduct, or omissions occurring prior to my
signing this Release and Waiver.  This
general release includes, but is not limited to: (1) all claims arising
out of or in any way related to my employment with the Company or the
termination of that employment; (2) all claims related to my compensation
or benefits from the Company, including, but not limited to, salary, bonuses,
commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in the
Company; (3) all claims for breach of contract, wrongful termination, and
breach of the implied covenant of good faith and fair dealing; (4) all
tort claims, including, but not limited to, claims for fraud, defamation,
emotional distress, and discharge in violation of public policy; and (5) all
federal, state, and local statutory claims, including, but not limited to,
claims for discrimination, harassment, retaliation, attorneys’ fees, or other
claims arising under the federal Civil Rights Act of 1964 (as amended), the
federal Americans with Disabilities Act of 1990, the federal Age Discrimination
in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment
and Housing Act (as amended).


 


I also acknowledge that I have read and understand Section 1542
of the California Civil Code which reads as follows:  “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with
the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to any claims I may
have against the Company.


 


I acknowledge that, among other rights, I am waiving
and releasing any rights I may have under ADEA, that this Release and Waiver is
knowing and voluntary, and that the consideration given for this Release and
Waiver is in addition to anything of value to which I was already entitled as
an executive of the Company.  I further
acknowledge that I have been advised, as required by the Older Workers Benefit
Protection Act, that:  (a) the
release and waiver granted herein does not relate to claims under the ADEA
which may arise after this Release and Waiver is executed; (b) I should consult
with an attorney prior to executing this Release and Waiver; (c) I have
twenty-one (21) days from the date of termination of my employment with the
Company in which to consider this Release and Waiver (although I may choose
voluntarily to execute this 


 


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Release and Waiver
earlier); (d) I have seven (7) days following the execution of this
Release and Waiver to revoke my consent to this Release and Waiver; and (e) this
Release and Waiver shall not be effective until the seven (7) day
revocation period has expired unexercised and no benefits will be paid unless
and until this Release and Waiver has become effective.  In the event that this Release and Waiver is
requested in connection with an exit incentive or other employment termination
program offered to a group or class of employees, I have forty-five (45) days
to consider this Release and Waiver and I shall be provided with the
information required by 29 U.S.C. Section 626 (f)(1)(H).


 


This Release and Waiver constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company and
me with regard to the subject matter hereof. 
I am not relying on any promise or representation by the Company that is
not expressly stated herein.  This
Release and Waiver may only be modified by a writing signed by both me and the a
duly authorized member of the Board of Directors of the Company.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  CHRISTIAN
  V. KUHLEN, M.D., ESQ.

  



 


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