LAW; PROVIDED, HOWEVER, THAT ADVANCE WRITTEN NOTICE IS PROVIDED
BY EITHER PARTY OF THE INTENT TO MAKE SUCH DISCLOSURES AND PROVIDED THAT BEST
EFFORTS WILL BE USED TO ENSURE THAT THIS PARAGRAPH IS COMPLIED WITH TO THE
MAXIMUM EXTENT POSSIBLE.
MOREOVER, NOTHING HEREIN SHALL PREVENT SZYCHER FROM
PARTICIPATING IN ANY PROCEEDING BEFORE ANY FEDERAL OR STATE ADMINISTRATIVE
AGENCY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROVIDED THAT HE WILL
BE PROHIBITED TO THE FULLEST EXTENT AUTHORIZED BY LAW FROM OBTAINING MONETARY
DAMAGES IN ANY AGENCY PROCEEDING IN WHICH HE DOES SO PARTICIPATE.
The parties agree to issue a press release in the form attached hereto as
Exhibit C and agree that any public statements will be in accordance with
Exhibit C and/or with any SEC filings.
12.
GENERAL RELEASE BY SZYCHER.
SZYCHER, ON BEHALF OF HIMSELF AND HIS
SPOUSE, HEIRS, CHILDREN, SUCCESSORS, CURRENT AND FORMER AGENTS, REPRESENTATIVES,
EXECUTORS, BENEFICIARIES, ADMINISTRATORS, TRUSTEES, ATTORNEYS AND ASSIGNS,
VOLUNTARILY RELEASES AND DISCHARGES THE COMPANY AND ITS PREDECESSORS,
SUCCESSORS,
AND CURRENT AND FORMER ASSIGNS, AGENTS, OFFICERS, PARTNERS,
MEMBERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, INSURERS,
INVESTORS, ATTORNEYS, AFFILIATES, AND ANY OTHER RELATED ENTITIES; AND ALL
PERSONS ACTING BY, THROUGH, UNDER, OR IN CONCERT WITH ANY OF THEM (ANY AND ALL
OF WHICH ARE REFERRED TO AS "RELEASEES"), FROM ANY AND ALL CHARGES,
4
COMPLAINTS, CLAIMS, LIABILITIES, OBLIGATIONS, PROMISES, AGREEMENTS, CAUSES OF
ACTION, DAMAGES, LOSSES, EXPENSES, AND DEBTS OF ANY NATURE WHATSOEVER, KNOWN OR
UNKNOWN ("CLAIMS"), WHICH SZYCHER HAS, CLAIMS TO HAVE, EVER HAD, OR EVER CLAIMED
TO HAVE HAD AGAINST RELEASEES THROUGH THE EFFECTIVE DATE.
THIS GENERAL RELEASE
OF CLAIMS INCLUDES, WITHOUT IMPLICATION OF LIMITATION, ALL CLAIMS RELATING TO
SZYCHER'S EMPLOYMENT AND SEPARATION FROM EMPLOYMENT WITH THE COMPANY; ALL CLAIMS
RELATING TO SZYCHER'S RELATIONSHIP TO, INTEREST, EQUITY OR INVESTMENT IN,
MEMBERSHIPS IN, OR PARTNERSHIPS WITH THE COMPANY; ALL CLAIMS OF DISCRIMINATION,
HARASSMENT AND RETALIATION PROHIBITED BY ANY FEDERAL, STATE, OR LOCAL STATUTE,
REGULATION, OR ORDINANCE, INCLUDING WITHOUT IMPLICATION OF LIMITATION, TITLE VII
OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE
AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE EMPLOYEE
RETIREMENT INCOME SECURITIES ACT AND MASSACHUSETTS GENERAL LAWS CHAPTER 151B;
AND ALL OTHER STATUTORY OR COMMON LAW CLAIMS.
SZYCHER ALSO WAIVES ANY CLAIM FOR
REINSTATEMENT, ATTORNEYS' FEES, INTEREST, OR COSTS, AND ALL CLAIMS FOR WAGES OR
OTHER COMPENSATION, PROVIDED THAT THIS RELEASE SHALL NOT BE CONSTRUED TO (A)
IMPAIR HIS RIGHT TO ENFORCE THE TERMS OF THE AGREEMENT, OR (B) RELEASE OR
DISCHARGE ANY OF CARDIOTECH'S INSURANCE OR INDEMNITY OBLIGATIONS TO SZYCHER
REGARDING SZYCHER'S SERVICE AS PRESIDENT, CHIEF EXECUTIVE OFFICER, TREASURER AND
MEMBER OF THE BOARD OF THE COMPANY AND SUCH OTHER POSITIONS WITH THE COMPANY AS
HE MAY HAVE HELD.
ADDITIONALLY, NOTHING IN THIS AGREEMENT SHALL BE INTERPRETED
TO PROHIBIT SZYCHER FROM FILING AN AGE DISCRIMINATION CLAIM WITH ANY
ANTI-DISCRIMINATION AGENCY, OR FROM PARTICIPATING IN AN AGE DISCRIMINATION
INVESTIGATION OR PROCEEDING CONDUCTED BY ANY SUCH AGENCY.
HOWEVER, BY SIGNING
THIS AGREEMENT, SZYCHER ACKNOWLEDGES THAT HE IS