COVERAGE UNDER THE COMPANY'S GROUP HEALTH
INSURANCE PROGRAM PRIOR TO THE SEPARATION DATE AND MAKES A TIMELY ELECTION FOR
CONTINUED COVERAGE PURSUANT TO COBRA, THE COMPANY FURTHER AGREES TO PAY THE
COMPANY'S PORTION OF THE MONTHLY PREMIUMS FOR SUCH CONTINUED COVERAGE UNDER THE
COMPANY'S GROUP HEALTH INSURANCE PROGRAM FOR A PERIOD FROM THE SEPARATION DATE
THROUGH APRIL 30, 2011 (PROVIDED EMPLOYEE REMAINS ELIGIBLE FOR COBRA
CONTINUATION COVERAGE).
THEREAFTER, IF APPLICABLE, CONTINUATION COVERAGE
PURSUANT TO COBRA WILL BE AVAILABLE TO EMPLOYEE AT EMPLOYEE'S SOLE EXPENSE, AND
EMPLOYEE WILL BE RESPONSIBLE FOR THE FULL COBRA PREMIUM FOR ANY REMAINING MONTHS
OF THE COBRA COVERAGE PERIOD MADE AVAILABLE PURSUANT TO APPLICABLE LAW.
C.
PROVIDE EMPLOYEE WITH AN OUTPLACEMENT SERVICES PACKAGE TO ASSIST WITH
EMPLOYEE'S TRANSITION INTO A NEW POSITION.
4.
RETURN OF COMPANY PROPERTY.
EMPLOYEE UNDERSTANDS THAT, EXCEPT AS
OTHERWISE PROVIDED BY THIS PARAGRAPH 4, AS OF THE SEPARATION DATE HE WAS
REQUIRED TO RETURN TO THE COMPANY, AND EMPLOYEE REPRESENTS THAT HE HAS RETURNED
TO THE COMPANY, ALL TANGIBLE PROPERTY AND INFORMATION BELONGING TO THE COMPANY
THAT IS WITHIN HIS POSSESSION OR SUBJECT TO HIS CONTROL, INCLUDING BUT NOT
LIMITED TO ANY EQUIPMENT, SUPPLIES, CREDIT CARDS, AND OFFICE MACHINES, AND ALSO
INCLUDING ANY ELECTRONIC OR TANGIBLE DOCUMENTS OR FILES RELATING TO THE COMPANY,
EXCEPT FOR (I) SUCH PERSONNEL AND COMPENSATION RECORDS PROVIDED TO EMPLOYEE
DURING THE COURSE OF HIS EMPLOYMENT, AND (II) THE FOLLOWING TANGIBLE ITEMS WHICH
WERE ASSIGNED FOR EMPLOYEE'S USE PRIOR TO THE SEPARATION DATE, AND WHICH THE
COMPANY HAS AGREED EMPLOYEE MAY RETAIN THEREAFTER: CELL PHONE AND CELL PHONE
NUMBER, LAPTOP COMPUTER AND DOCKING STATION (BUT EXCLUDING COMPANY DATA FILES
AND DOCUMENTS, WHICH COMPANY SHALL BE ENTITLED TO REMOVE FROM THE COMPUTER AND
ANY RELATED STORAGE DEVICES).
5.
HEALTH INSURANCE BENEFITS. EMPLOYEE IS ENTITLED TO CONTINUE HIS
HEALTH INSURANCE BENEFITS AT HIS OWN EXPENSE (EXCEPT AS OTHERWISE PROVIDED IN
PARAGRAPH 3) AND FOR SUCH PERIOD AS MAY BE PERMITTED BY LAW.
6.
COMPLETE RELEASE OF CLAIMS BY EMPLOYEE.
Initials: ____
-2-
____
A.
IN CONSIDERATION FOR THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED
BY LAW, EMPLOYEE, FOR HIMSELF, AND HIS HEIRS, ASSIGNS, EXECUTORS,
ADMINISTRATORS, AGENTS AND SUCCESSORS (COLLECTIVELY, "EMPLOYEE'S AFFILIATES")
HEREBY FULLY RELEASES, COVENANTS NOT TO SUE AND FOREVER DISCHARGES THE COMPANY
AND EACH OF ITS PREDECESSORS, SUCCESSORS, ASSIGNS, EMPLOYEES, OFFICERS,
DIRECTORS, SHAREHOLDERS, AGENTS, ATTORNEYS, SUBSIDIARIES, PARENT COMPANIES,
DIVISIONS OR AFFILIATED CORPORATIONS OR ORGANIZATIONS, EXPRESSLY INCLUDING, BUT
NOT LIMITED TO, PRO-DEX, INC., WHETHER PREVIOUSLY OR HEREAFTER AFFILIATED IN ANY
MANNER (COLLECTIVELY, "RELEASED PARTIES"), FROM ANY AND ALL CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, CHARGES OF DISCRIMINATION, OBLIGATIONS, DAMAGES,
ATTORNEYS' FEES, COSTS, EXPENSES, AND LIABILITIES OF ANY NATURE WHATSOEVER,
WHETHER OR NOT NOW KNOWN, SUSPECTED OR CLAIMED (THE "CLAIMS"), THAT EMPLOYEE OR
EMPLOYEE'S AFFILIATES EVER HAD, NOW HAVE, OR MAY CLAIM TO HAVE AS OF THE DATE OF
THIS AGREEMENT AGAINST THE RELEASED PARTIES (WHETHER DIRECTLY OR INDIRECTLY), OR
ANY OF THEM, BY REASON OF ANY ACT OR OMISSION CONCERNING ANY MATTER, CAUSE OR
THING OCCURRING ON OR