EXHIBIT 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
This SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS, ("Agreement") is
made and entered into by and between JEFFREY J. RITCHEY ("Employee") and
PRO-DEX, Inc., a Colorado corporation ("the Company").
RECITALS
WHEREAS, Employee has been employed by the Company in the positions of
Treasurer, Chief Financial Officer, and Secretary.
WHEREAS, Employee and the Company are parties to that certain December 5, 2007
letter agreement signed by Employee and by Mark P. Murphy on behalf of the
Company, the provisions of which letter agreement the parties intend to
supersede through their entry into this Agreement; and
WHEREAS, Employee's employment with the Company will separate on October 5, 2010
(the "Separation Date"), and the Company and Employee mutually desire to settle
fully and finally all obligations to Employee that the Company may have of any
nature whatsoever, as well as any asserted or unasserted claims that Employee
may have arising out of his employment with the Company or the separation of
that employment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants
and agreements and the terms and conditions set forth herein and other valuable
consideration, the parties agree as follows:
1.
COMPENSATION THROUGH SEPARATION DATE.
ON THE SEPARATION DATE,
EMPLOYEE WILL BE PAID ALL UNPAID BASE SALARY, UNPAID BONUSES EARNED,
UNREIMBURSED BUSINESS EXPENSES, TOGETHER WITH ANY ACCRUED BUT UNUSED VACATION
PAY, LESS STATE AND FEDERAL TAXES AND OTHER REQUIRED WITHHOLDING, FOR THE PERIOD
FROM THE LAST REGULAR PAY DAY THROUGH THE SEPARATION DATE.
EMPLOYEE
ACKNOWLEDGES AND AGREES THAT UPON THE RECEIPT OF THE FOREGOING PAYMENT, THE
COMPANY WILL HAVE PAID TO HIM ALL SALARY, BONUSES, BENEFITS, ACCRUED VACATION
PAY, OR OTHER CONSIDERATION OWED TO HIM AT ANY TIME AND FOR ANY REASON THROUGH
THE SEPARATION DATE.
EMPLOYEE FURTHER REPRESENTS AND AGREES THAT NO FURTHER
SUMS ARE OR WERE DUE AND OWING EMPLOYEE EITHER BY THE COMPANY OR BY ANY
INDIVIDUAL OR ENTITY RELATED TO THE COMPANY IN ANY WAY, EXCEPT AS PROVIDED FOR
IN THIS AGREEMENT.
2.
EFFECTIVE DATE.
THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE
EIGHTH DAY AFTER EMPLOYEE'S DATED EXECUTION OF THIS AGREEMENT, PROVIDED THAT
EMPLOYEE HAS NOT REVOKED THIS AGREEMENT PURSUANT TO PARAGRAPH 13.
Initials: ____
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3.
SPECIAL ADDITIONAL COMPENSATION.
IN CONSIDERATION OF THIS AGREEMENT,
AND PROVIDED THAT NONE OF THE PROVISIONS OF PARAGRAPH 4 HAS BEEN VIOLATED, AND
THAT THE REVOCATION PERIOD REFERENCED IN PARAGRAPH 13 SHALL HAVE EXPIRED WITHOUT
THIS AGREEMENT HAVING BEEN REVOKED, THE COMPANY ALSO WILL DO THE FOLLOWING:
A.
CONTINUE TO PAY EMPLOYEE, OVER A PERIOD OF SIX MONTHS FROM THE
SEPARATION DATE, IN REGULAR INSTALLMENTS ON THE COMPANY'S REGULAR PAYROLL PAY
DATES FOR EXEMPT EMPLOYEES, A GROSS AMOUNT EQUAL TO EMPLOYEE'S LAST REGULAR
BI-WEEKLY SALARY UNTIL THE TOTAL GROSS PAYMENTS HAVE REACHED THE AMOUNT OF
EIGHTY-FIVE THOUSAND DOLLARS ($85,000), LESS APPLICABLE LEGAL DEDUCTIONS AND
WITHHOLDINGS (THE "SEPARATION AGREEMENT PAYMENT").
B.
AS ADDITIONAL CONSIDERATION FOR THE PROMISES AND OBLIGATIONS CONTAINED
HEREIN, AND PROVIDED EMPLOYEE ELECTED