**Exhibit 10.3**

 

**April 4,2008**

 

Mr. ThomasC. Higgins

 

Dear Tom:

 

This letter setsforth the substance of the separation agreement (the “Agreement”) that CaliperLife Sciences, Inc. (the “Company”) is offering to you to aid in youremployment transition.

 

**1.     Separation.**  Your last dayof work with the Company and your employment termination date will be April 4, 2008****(the “Separation Date”).

 

**2.     Accrued Salary and Paid Time Off.** On the Separation Date, the Company will pay you all salary and unusedpaid time off accrued through the Separation Date, subject to standard payrolldeductions and withholdings.  You areentitled to these payments by law.

 

**3.     Severance Payment.** Although the Company does not have any policy or procedure for providingseverance benefits, the Company will payyou, as severance, (i) six (6) months of salary continuation****based on your basesalary in effect as of the Separation Date ($23,746 per month), and (ii) upto an additional three (3) months of salary continuation****based on your base salary in effect as of theSeparation Date, which shall be payable beyond such initial six (6) monthseverance period only for so long as you have not obtained new employment,either as an employee, or as a consultant, for at least fifty percent (50%)time (the “Severance Payments”).  You hereby agree that you shall notify theCompany upon the commencement of any new employment or consultancy. TheSeverance Payments period shall begin on April 5, 2008, and the SeverancePayments shall be made on the Company’s standard payroll dates, and will besubject to standard payroll deductions and withholdings. The Severance Paymentsand the bonus payment set forth below are contingent upon you allowing thereleases set forth herein to become effective.

 

**4.     Performance Bonus.**As an exception to theCompany’s standard policy regarding payment of annual bonuses, Caliper will payto you (at the time that bonus payments are made to all employees), the annualperformance bonus for 2007 that you would have earned and been eligible toreceive had you remained employed with the Company on the date of payment (inthe amount of $51,263.43), according to the stated terms and conditions of theCompany’s Performance Bonus Plan.

 

**5.     Stock Options.**  Pursuant to theterms of your stock option grant agreement and the Company’s applicable stockoption plan, vesting of your stock option(s) will cease on the SeparationDate, unless you continue to provide consulting or other services to theCompany thereafter. Your right to exercise any vested shares and all otherrights and obligations with respect to your stock option(s), will be as setforth in your stock option grant agreement and the Company’s stock option plan.

 

**6.     Health Insurance.** To the extent provided by the federal COBRA law and by the Company’scurrent group health insurance policies, after the Separation Date, you will beeligible to continue your group health insurance benefits.  Ifyou timely elect continued coverage under COBRA and execute and allow thereleases set forth herein to become effective, the Company will pay the

 

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April 3, 2008

 

COBRApremiums necessary to continue your current family health care coverages(family medical, dental and vision care) until the cessation of the SeverancePayments in accordance with paragraph 3 above.

 

**7.    ****Outplacement Services**. The Company will provide you withexecutive outplacement assistance of up to $12,500 in value from a company ofyour choosing and under a contract to be negotiated by the Company, for twelve(12) months from the Separation Date.

 

**8.     Other Compensation or Benefits.** You acknowledge that, except as expressly provided in this Agreement,you will not receive any additional compensation, severance or benefits afterthe Separation Date.

 

**9.     Expense Reimbursements.** You agree that, within ten (10) days of the Separation Date, youwill submit your final documented expense reimbursement statement reflectingall business expenses you incurred through the Separation Date, if any, forwhich you seek reimbursement.  TheCompany will reimburse you for these expenses pursuant to its regular businesspractice.

 

**10.  Return of Company Property.** You agree that, by the Separation Date, you will return to the Companyall Company documents (and all copies thereof) and other Company property inyour possession or control, with the exception of the laptop, blackberry andrelated accessories that are currently assigned to you, including, but notlimited to:  Company files, notes,memoranda, correspondence, agreements, draft documents, notebooks, logs,drawings, records, plans, proposals, reports, forecasts, financial information,sales and marketing information, research and development information,personnel information, specifications, computer-recorded information, tangibleproperty and equipment, credit cards, entry cards, identification badges andkeys; and any materials of any kind that contain or embody any proprietary orconfidential information of the Company (and all reproductions thereof in wholeor in part). You agree to make a diligent search to ensure that you havereturned all such property, wherever it is located.  ** ** Notwithstanding the foregoing, youmay retain certain Company property as required to provide any consultingservices requested by the Company.

 

**11. ****Proprietary Information Obligations.**  You****acknowledge yourcontinuing obligations under your Proprietary Information and InventionsAgreement a copy of which is attached hereto as Exhibit A.

 

**12.  Confidentiality.** The provisions of this Agreement will be held in strictest confidence byyou and the Company and will not be publicized or disclosed in any mannerwhatsoever; *provided, however,* that:  (a) you may disclose this Agreement toyour immediate family; (b) the parties may disclose this Agreement inconfidence to their respective attorneys, accountants, auditors, tax preparers,and financial advisors; (c) the Company may disclose this Agreement asnecessary to fulfill standard or legally required corporate reporting ordisclosure requirements; and (d) the parties may disclose this Agreementinsofar as such disclosure may be necessary to enforce its terms or asotherwise required by law.  By way ofexample, and without limitation, you agree not to disclose the terms of thisAgreement to any current or former Company employee.

 

**13.  Nondisparagement.** You agree not to disparage the Company and its officers, directors,employees, shareholders and agents, in any manner likely to be harmful to themor their business, 

 

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business reputation orpersonal reputation; provided that you may respond accurately and fully to anyquestion, inquiry or request for information when required by legal process.

 

**14.  No Admissions. **Youunderstand and agree that the promises and payments in consideration of thisAgreement shall not be construed to be an admission of any liability orobligation by the Company to you or to any other person, and that the Companymakes no such admission.

 

**15.  General Release.** In exchange for the consideration under this Agreement to which youwould not otherwise be entitled, you hereby generally and completely releasethe Company and its directors, officers, employees, shareholders, partners,agents, attorneys, predecessors, successors, parent and subsidiary entities,insurers, affiliates, and assigns from any and all claims, liabilities andobligations, both known and unknown, that arise out of or are in any wayrelated to events, acts, conduct, or omissions occurring prior to your signingthis Agreement.  This general releaseincludes, but is not limited to: (1) all claims arising out of or in anyway related to your employment with the Company or the termination of thatemployment; (2) all claims related to your compensation or benefits fromthe Company, including salary, bonuses, commissions, vacation pay, expensereimbursements, severance pay, fringe benefits, stock, stock options, or anyother ownership interests in the Company; (3) all claims for breach ofcontract, wrongful termination, and breach of the implied covenant of goodfaith and fair dealing; (4) all tort claims, including claims for fraud,defamation, emotional distress, and discharge in violation of public policy;and (5) all federal, state, and local statutory claims, including claimsfor discrimination, harassment, retaliation, attorneys’ fees, or other claimsarising under the federal Civil Rights Act of 1964 (as amended), the federalAmericans with Disabilities Act of 1990, the federal Age Discrimination inEmployment Act of 1967 (as amended) (“ADEA”), and the California FairEmployment and Housing Act (as amended).

 

**16.  Release of ADEA Claims.** You acknowledge that you are knowingly andvoluntarily waiving and releasing any rights you may have under the ADEA andacknowledge that the consideration given for the waiver and release in thepreceding paragraph hereof is in addition to anything of value to which youwere already entitled.  You furtheracknowledge that you have been advised by this writing, as required by theADEA, that:  (a) your waiver andrelease do not apply to any rights or claims that may arise after the executiondate of this Agreement; (b) you should consult with an attorney prior toexecuting this Agreement (although you may choose not to do so); (c) youhave twenty-one (21) days from the Separation Date to consider this Agreement(although you may voluntarily execute this Agreement earlier); (d) youhave seven (7) days following the execution of this Agreement by theparties to revoke the Agreement; and (e) this Agreement shall not beeffective until the date upon which the revocation period has expired, whichshall be the eighth day after this Agreement is executed by you (the “EffectiveDate”).

 

**17. ****Further Release.**In granting the release herein, whichincludes claims which may be unknown to you or unsuspected by you at present,you hereby expressly waive and relinquish all rights and benefits under any lawor legal principle in any jurisdiction with respect to the releases grantedherein, including but not limited to the release of unknown and unsuspectedclaims granted in this Agreement.

 

**18.  Miscellaneous.**  ThisAgreement, including Exhibit A, constitutes the complete, final andexclusive embodiment of the entire agreement between you and the Company withregard to this 

 

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subject matter.  It is entered into without reliance on anypromise or representation, written or oral, other than those expresslycontained herein, and it supersedes any other such promises, warranties or representations.  This Agreement may not be modified or amendedexcept in a writing signed by both you and a duly authorized officer of theCompany.  This Agreement will bind the heirs,personal representatives, successors and assigns of both you and the Company,and inure to the benefit of both you and the Company, their heirs, successorsand assigns.  If any provision of thisAgreement is determined to be invalid or unenforceable, in whole or in part,this determination will not affect any other provision of this Agreement andthe provision in question will be modified by the court so as to be renderedenforceable.  This Agreement will bedeemed to have been entered into and will be construed and enforced inaccordance with the laws of the Commonwealth of Massachusetts as applied tocontracts made and to be performed entirely within the Commonwealth ofMassachusetts.

 

If this Agreementis acceptable to you, please sign below and return the original to me.

 

I wish you goodluck in your future endeavors.

 
| Sincerely,                                                          |
|---------------------------------------------------------------------|
|                                                                |
| **CALIPER  LIFE SCIENCES, INC.**                                    |
|                                                                |
|                                                                |
| By:                                                                 | /s/ Paula J.  Cassidy |   |
|                                                                |
| Exhibit A -  Proprietary Information and  Inventions Agreement |
|                                                                |
| AGREED:                                                             |
|                                                                |
|                                                                |
| /s/ Thomas C.  Higgins                                              |   |
| Thomas C. Higgins                                                   |

 

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**EXHIBIT A**

 

**PROPRIETARYINFORMATION AND INVENTIONS AGREEMENT**

 

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