**EXHIBIT 10.29**

 

 

BostonBiomedica Inc.  —  Agreement

 

This Agreement is entered into as of the 7thday of July, 2003, between Boston Biomedica Inc. (“the Company”) and Richard T.Schumacher (“Schumacher”). 

 

WHEREAS, Schumacher has proposed two nomineesfor election to the Board of Directors of the Company (the “Board”) at the nextAnnual Meeting of Stockholders and is willing to withdraw such nominations andnot proceed with any proxy solicitation for such Annual Meeting of Stockholdersin consideration of the Company’s entering into this Agreement;

 

NOW, THEREFORE, in consideration of themutual covenants and promises herein contained, the receipt and sufficiency ofwhich is hereby acknowledged, and intending to be legally bound, it is herebyagreed by and between the parties as follows:

 

1.                                     Board ofDirectors.  Upon expiration of the termof Fran Capitanio as a member of the Board, he will not stand forreelection.  The Board, following afurther review and consideration of the qualifications of R. Wayne Fritzscheand Russell B. Richerson as candidates to fill the vacancy, will select one ofthese individuals as the nominee of the Board to fill the vacancy on the Boardleft by Fran Capitanio.  The Companycurrently anticipates holding its 2003 Annual Meeting of Stockholders beforethe end of September 2003.

 

2.                                     ProxySolicitation.  By entering into thisAgreement, Schumacher hereby withdraws his two nominees for election to theBoard for the Company’s 2003 Annual Meeting of Stockholders, or special meetingin lieu thereof.  Schumacher shall notproceed with or undertake any proxy solicitation for such Annual Meeting ofStockholders, or special meeting in lieu thereof, provided that the Company hascomplied with all of its agreements with Schumacher.

 

3.                                     Disclosure.  Promptly following the execution of thisAgreement, Schumacher shall amend his Schedule 13D filing with the Securitiesand Exchange Commission to reflect the withdrawal of his nominees for electionas directors for the Company’s next Annual Meeting of Stockholders and hisagreement not to proceed with the solicitation of any proxies for suchmeeting.  He shall submit such amendmentto Schedule 13D to the Company for its review and comment prior to filing with theSecurities and Exchange Commission.  TheCompany shall issue a press release to announce Schumacher’s amendment to hisSchedule 13D.  The Company shallpromptly submit the press release to Schumacher for his review and approvalprior to release to the public.

 

4.                                     Right toInjunction.  The parties heretoacknowledge that the actions to be taken by Schumacher under this Agreement,the rights and privileges granted to the Company under the Agreement, thebenefits to be received by Schumacher and the obligations of the Companyhereunder are of a special, unique, unusual, and extraordinary character whichgives them a peculiar value, the loss of which cannot be reasonably oradequately compensated by damages in any action at law, and the breach byeither party of any of the provisions of this Agreement will cause the otherirreparable injury and damage.  Theparties expressly agree that each party shall be entitled to

 

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injunctiveand other equitable relief in the event of, or to prevent, a breach of anyprovision of this Agreement by the other party. Resort to such equitable relief, however, shall not beconstrued to be a waiver of any other rights or remedies that such party mayhave for damages or otherwise.  Thevarious rights and remedies of the parties under this Agreement or otherwiseshall be construed to be cumulative, and no one of the them shall be exclusiveof any other or of any right or remedy allowed by law.

 

5.                                     Successors andAssigns.  All of the provisions of thisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective heirs, if any, successors, and assigns, provided, however,Schumacher shall not assign any of his rights under this Agreement, or delegatethe performance of any of his duties hereunder, without the prior writtenconsent of the Company.

 

6.                                     Choice ofLaw.  The laws of the Commonwealth ofMassachusetts shall govern the validity of this Agreement, the construction ofits terms and the interpretation of the rights and duties of the partieshereto.

 

7.                                     Arbitration.Any controversies arising out of the terms of this Agreement or itsinterpretation shall be settled in Massachusetts in accordance with the rulesof the American Arbitration Association, and the judgment upon award may be enteredin any court having jurisdiction thereof.

 

8.                                     Headings.  Section headings are not to be considered apart of this Agreement and are not intended to be a full and accuratedescription of the contents hereof.

 

9.                                     Waiver.  No failure or delay by either part inexercising any right under this Agreement will operate as a waiver of suchright or any other right under this Agreement. Waiver by one party hereto ofbreach of any provision of this Agreement by the other shall not operate or beconstrued as a continuing waiver.

 

10.                               Notices.  Any and all notices, demands, or othercommunications required or desired to be given hereunder by any party shall bein writing and shall be validly given or made to another party if personallyserved, or if deposited  in the UnitedStates mail, certified or registered, postage prepaid, return receiptrequested. If such notice or demand is served personally, notice shall bedeemed constructively made at the time of such personal service.  If such notice, demand or other communicationis given by mail, such notice shall be conclusively deemed given five daysafter deposit thereof in the United States mail addressed to the party to whomsuch notice, demand or other communication is to be given as follows:

 

Ifto Schumacher:

 

RichardT. Schumacher

65Black Pond Lane

Taunton,MA 02780

 

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Ifto the Company:

 

BostonBiomedica, Inc.

375West Street

WestBridgewater, MA 02379

 

Any party hereto may change its address forpurposes of this paragraph by written notice given in the manner providedabove.

 

11.                               Modification orAmendment.  No amendment, change ormodification of this Agreement shall be valid unless in writing signed by theparties hereto.

 

12.                               EntireUnderstanding.  This document and anyexhibit attached constitute the entire understanding and agreement of theparties, and any and all prior agreements, understandings, and representationswhether written or oral are hereby terminated and canceled in their entiretyand are of no further force and effect.

 

13.                               Unenforceabilityof Provisions.  If any provision of thisAgreement, or any portion thereof, is held to be invalid and unenforceable,then the remainder of this Agreement shall nevertheless remain in full forceand effect.

 

14.                               Counterparts.  This Agreement may be executed in multiplecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

 

15.                               Captions.  Captions have been inserted solely for theconvenience of reference and in no way define, limit or describe the scope orsubstance of any provisions of this Agreement.

 

                                                IN WITNESSWHEREOF the undersigned have executed this Agreement as of the day and yearfirst written above.  The parties heretoagree that facsimile signatures shall be as effective as if originals.

 

Boston Biomedica Inc.

 
| By:    | /s/ Kevin W. Quinlan       |   | /s/ Richard T. Schumacher |
|--------|----------------------------|--------|---------------------------|
|   | Kevin W. Quinlan           |   | Richard T. Schumacher     |
|   | President, Chief Operating |   |                      |
|   | Officer and Treasurer      |   |                      |
|   |                       |   |                      |

 

 

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