{"id":38476,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-general-release-of-all-claims-james-m-corbett.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-general-release-of-all-claims-james-m-corbett","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/agreement-and-general-release-of-all-claims-james-m-corbett.html","title":{"rendered":"Agreement and General Release of All Claims &#8211; James M. Corbett and Boston Scientific Corp."},"content":{"rendered":"<pre>\n                   AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS\n\n\n                  This Agreement and General Release of All Claims ('Agreement')\ndated as of December 30. 1998 is entered into by and between James M. Corbett\n('You') and Boston Scientific Corporation ('BSC'). This Agreement supersedes and\ncancels for periods following the Termination Date (as hereinafter defined) any\nand all prior employment agreements (including the employment agreement\nconcerning any change in control and dated October 19, 1992) or arrangements You\nmay have entered into with BSC or its affiliates.\n\n                  In consideration of the mutual covenants, agreements, and\nrepresentations contained herein, the adequacy of which is hereby acknowledged,\nthe parties hereto expressly and intentionally bind themselves as follows:\n\n         1.       TERMINATION OF EMPLOYMENT\n\n                  You hereby acknowledge and agree that effective on or about\nOctober 21, 1998 ('Transition Date') You relinquished day-to-day job\nresponsibilities as President, BSC International on behalf of BSC. You further\nacknowledge and agree that your position as an employee of BSC will end on\nDecember 31, 1998 ('Termination Date'). For the period between your Transition\nDate and Termination Date, You agree to provide such assistance to BSC in\nconnection with your job duties as from time to time may be requested.\n\n         2.       PAYMENTS BY BSC\n\n                  (a) For the period between your Transition Date and\nTermination Date, BSC will pay to You on each regular payroll cycle the\nbi-weekly portion of your current BSC base annual salary of the sum of Three\nHundred Thirty-eight Thousand Dollars and no cents ($338,000.00), less\napplicable payroll withholding for taxes and other applicable deductions.\n\n                  (b) In addition, BSC will pay to You in a single payment on or\nabout January 15, 1999 the sum of Three Hundred Thirty-Eight Thousand Dollars\nand no cents ($338,000.00). The parties acknowledge that this payment is in\nconsideration of the releases granted and representations made by You in\nSections 5 and 6 hereof and of the other obligations undertaken by You in this\nAgreement. You expressly acknowledge that upon the occurrence of the Termination\nDate, You will not be eligible for any payments or benefits in addition to those\ndescribed in this Agreement under any existing BSC Severance Pay Plan and\/or\nLayoff Notification Plan, change in control agreement, or any other such plan,\npolicy or agreement.\n\n\n                                       1\n\n\n                  (c) BSC will pay You for all accrued but unused vacation time\nthrough the Termination Date in accordance with applicable state law.\n\n         3.       TERMINATION OF EMPLOYMENT BENEFITS\n\n                  (a) You agree and acknowledge that your participation in BSC's\n401(k) Plan, Stock Option Plan(s), and Global Employee Stock Option Plan, if\nany, Accidental Death and Dismemberment (AD&amp;D), Business Travel Accident, and\nShort-Term and Long-Term Disability Plans will terminate as of your Termination\nDate, as will your accrual of vacation time under the applicable BSC vacation\npolicy. You further agree and acknowledge that you will participate through the\nTermination Date in all other benefits and benefit plans in which you are\nenrolled to the same extent as do active employees and that your participation\nin and entitlement to any and all other benefits and benefits plans in which You\nare currently enrolled, but which are not otherwise specifically addressed in\nthis Agreement, terminates on the Termination Date or according to the same\nterms and conditions as are available to terminating BSC employees generally,\nwhichever is applicable.\n\n                  (b) Your participation in BSC's Medical\/Dental\/Vision Plans\n(as well as the participation of any of your dependents who were covered by such\nPlans one month prior to the Transition Date) shall continue after the\nTermination Date on the same terms and conditions as such coverage is made\navailable from time to time to terminating BSC employees generally. You will be\nresponsible for making timely payments for the full costs (plus a 2%\nadministrative fee) of continued participation in BSC's Medical\/Dental\/Vision\nPlans for an additional period of up to eighteen (or possibly more) months as\nprovided by the Consolidated Omnibus Budget and Reconciliation Act of 1985\n('COBRA'), should You elect it. To enable BSC to comply with its obligation to\nprovide notification of your eligibility to continue Medical\/Dental\/Vision Plan\ncoverage, You agree to inform BSC of any change in address or marital status.\nYou also acknowledge that you understand that the terms of BSC's\nMedical\/Dental\/Vision Plans offered to BSC employees generally may change from\ntime to time, and that your coverage and associated contribution costs will be\nsubject to any such change.\n\n                  (c) Any unvested portions of previously awarded stock option\ngrants will continue to vest through the Termination Date and will become\nexercisable under the terms and conditions contained in the applicable plan\ndocuments.\n\n                  (d) BSC will reimburse You in accordance with usual BSC policy\nfor all unreimbursed business travel and other out-of-pocket expenses incurred\nby You through the Termination Date in the performance of your duties as an\nemployee of BSC. Such expenses must be submitted no later than the Termination\nDate.\n\n\n                                       2\n\n\n         4.       FUTURE EMPLOYMENT\n\n                  You agree that You will not apply for employment or seek\nre-employment at any time in the future with BSC or any of its subsidiaries,\naffiliates, successors or assigns.\n\n         5.       RELEASE BY YOU\n\n                  Except as otherwise provided in this Section 5, You hereby\nrelease and forever discharge BSC and its subsidiaries, affiliates, successors,\nand assigns and the Directors, officers, shareholders, employees,\nrepresentatives and agents of each of the foregoing (collectively 'Releasees')\nof and from the following up to and as of the date of execution of this\nAgreement:\n\n                  (a) Any and all claims, demands, and liabilities whatsoever of\nevery name and nature (other than those arising directly out of this Agreement),\nincluding (without limitation) those with respect to Your employment or the\nterms and conditions or termination of his employment, benefits or compensation\nwhich You have against Releasees, or ever had;\n\n                  (b) As included in the above, without limitation, all claims\nknown or which reasonably could have been known for tortious injury, breach of\ncontract, and wrongful discharge (including without limitation, any claim for\nconstructive discharge), all claims for infliction of emotional distress, all\nclaims for slander, libel, or defamation of character, all claims for\nretaliation, and all claims for attorneys' fees, as related to Your employment\nby BSC, or the terms and conditions or termination of his employment, benefits,\nor compensation; and\n\n                  (c) You specifically releases and forever discharges Releasees\nfrom any and all claims based upon any allegation of employment discrimination,\nincluding (without limitation) discrimination on the basis of race, color, sex,\nage (including any claim pursuant to the Federal Age Discrimination in\nEmployment Act), religion, disability or national origin.\n\n                  BSC agrees that in the event that the Releasees initiate\nlitigation, arbitration, mediation or otherwise assert legal or equitable claims\nagainst You, then notwithstanding the releases provided for in this Section 5\nand the representations made in Section 6 hereof, You may assert as\ncounterclaims, crossclaims or set-offs against Releasees any and all claims You\nmay have against Releasees, including any claims that otherwise were released by\nthis Section 5 and further including any such claims that as of the Termination\nDate would not have been barred by applicable statutes of limitation, provided\nYour right to make such assertions shall not be triggered in the event BSC seeks\nrepayment of indemnification payments in accordance with Delaware General\nCorporation Law or enforcement of Your obligations under this Agreement.\n\n                  You acknowledge that You have been given the opportunity, if\nYou so desires, to consider this Agreement for twenty-one (21) days before\nexecuting it. In the event that You execute the Agreement within less than\ntwenty-one (21) days of the date of its delivery to You, You acknowledge that\nsuch decision was entirely voluntary and that You had the \n\n\n                                       3\n\n\n                                                                        \nopportunity to consider this Agreement for the entire twenty-one (21) day\nperiod. You agree that any modifications, material or otherwise, made to this\nAgreement do not restart or affect in any manner the original twenty-one (21)\nday consideration period. BSC acknowledges that for a period of seven (7) days\nfrom the date of the execution of this Agreement, You shall retain the right to\nrevoke this Agreement by written notice to BSC, c\/o Robert G. MacLean, Senior\nVice President, Human Resources, Boston Scientific Corporation, One Boston\nScientific Please, Natick, MA 01760, and that this Agreement shall not become\neffective or enforceable until the expiration of such revocation period.\nTherefore, no payments called for by BSC under Section 2(b), above, shall be\nmade until the expiration of such revocation period.\n\n         6.       NO DAMAGES SOUGHT; FUTURE ACTIONS\n\n                  (a) You represent and state that You have not and will not\nseek any damages in connection with any complaints or charges filed against\nReleasees with any local, state or federal agency or court, and You agrees that\nif any complaint or charge is filed on Your behalf, You shall take all\nreasonable steps necessary to refuse any compensation in connection with any\nsuch claimed damages.\n\n                  (b) In addition, to the extent permitted by applicable law,\nYou represent and warrant that You have not previously recommended or suggested,\nand You will not recommend or suggest, to any federal, state or local\ngovernmental agency or any potential claimants against or employees of the\nReleasees, that they initiate any claim or lawsuit against the Releasees, and,\nagain to the extent permitted by applicable law, You will not voluntarily aid,\nassist or cooperate with any claimants against or employees of the Releasees in\nbringing such claims or lawsuits; provided, however, that nothing in this\nSection 6 will be construed to prevent You from giving truthful testimony in\nresponse to direct questions asked pursuant to a lawful subpoena or other legal\nprocess during any legal proceeding involving the Releasees.\n\n         7.       NO LIABILITY ADMITTED\n\n                  You acknowledges that neither BSC's execution of this\nAgreement nor BSC's performance of any of its terms shall constitute an\nadmission by BSC of any wrongdoing on Releasees' parts with respect to You in\nconnection with any matter, including (without limitation) the matters set forth\nin Section 5, above.\n\n         8.       NONDISCLOSURE OF CONFIDENTIAL INFORMATION\n\n                  (a) You shall keep entirely secret and confidential, and shall\nnot disclose to any person or entity, in any fashion or for any purpose\nwhatsoever, any information that is (i) not available to the general public,\nand\/or (ii) not generally known outside BSC, regarding Releasees to which You\nhave had access or about which You heard during the course of Your employment by\nBSC, including (without limitation) any information relating to BSC's business\nor operations; BSC plans, strategies, prospects or objectives; BSC products,\ntechnology, processes or \n\n\n                                       4\n\n\nspecifications; BSC research and development operations or plans; BSC customers\nand customer lists; BSC manufacturing, distribution, sales, service, support and\nmarketing practices and operations; BSC financial conditions and results of BSC\noperations; BSC operational strengths and weaknesses; and BSC personnel and\ncompensation policies, procedures and transactions.\n\n                  (b) You agree to return to BSC, on or before the Termination\nDate, documents or media of whatever nature, including summaries containing any\nof the data referred to in the immediately preceding paragraph whatsoever,\nincluding all documents, data, material, details and copies thereof in any form.\nYou agree to return to BSC, on or before the Termination Date, all BSC property,\nincluding (without limitation) all computer equipment, property passes, keys,\ncredit cards, business cards, identification badges, and all sample and\ndemonstration products.\n\n         9.       NO DETRIMENTAL COMMUNICATIONS\n\n                  You agree that You will not disclose or cause to be disclosed\nany negative, adverse or derogatory comments or information about Releasees,\nabout any product or service provided by Releasees, or about Releasees'\nprospects for the future. Furthermore, You hereby represent to BSC that You have\nmade no such communication to any public official, to any person associated with\nthe media, or to any other person or entity. You acknowledge that BSC relies\nupon this representation in agreeing to enter into this Agreement.\n\n                  BSC agrees that its executive officers and directors will\nexercise reasonable business judgment and good faith not to disclose or cause to\nbe disclosed any negative, adverse or derogatory comments or information about\nYou or Your employee relationship with BSC or its affiliates. BSC further agrees\nto respond to inquiries by your potential future employers and\/or business\npartners only after consultation or as may be agreed with You. BSC acknowledges\nthat You have relied upon this representation in agreeing to enter into this\nAgreement.\n\n                  Nothing in this Section 9 will be construed to prevent You or\nBSC from giving truthful testimony in response to direct questions asked\npursuant to a lawful subpoena or other legal process during any legal proceeding\ninvolving You or BSC.\n\n         10.      FUTURE ASSISTANCE\n\n                  BSC may seek Your assistance, cooperation or testimony in\nconnection with any investigation, litigation, patent application or\nprosecution, or intellectual property or other proceeding arising out of matters\nwithin Your knowledge and related to Your position as an employee of BSC, and in\nany such instance, You shall provide such assistance, cooperation or testimony\nand BSC shall pay Your reasonable costs and expenses in connection therewith.\n\n\n                                       5\n\n\n         11.      HIRING OF BSC EMPLOYEES\n\n                  During the period from the Termination Date through\ntwenty-four (24) months from the Termination Date, You shall not attempt to hire\naway any employee of BSC or any of its affiliates (collectively the 'Company'),\nassist in the hiring away of any of the Company's employees by another person,\nor encourage any Company employee to terminate his or her employment with the\nCompany, whether directly or indirectly, unless the President of BSC or his\ndesignee shall have given prior written approval.\n\n         12.      POST-SEPARATION RESTRICTION\n\n                  In consideration of BSC's obligations hereunder, You agree\nthat, during the period beginning as of the Termination Date and ending\ntwenty-four months thereafter, he shall not, directly or indirectly, without the\nwritten consent of an Executive Officer of BSC, engage in any activity or\nprovide any service for a company, business unit, entity or person who develops,\nmanufactures, markets or sells less invasive medical devices that are\ncompetitive with products offered by BSC or known to You to be proposed to be\noffered by BSC indicated for use in the fields of cardiology, radiology,\nurology, gastroenterology, neurology or vascular surgery (the 'Fields'). To the\nextent and from the date You demonstrate that BSC has failed to materially\nperform its obligations under Section 9 hereof, Your obligations under this\nSection 12 shall lapse.\n\n         13.      CONFIDENTIALITY\n\n                  You agree to keep confidential the existence of this\nAgreement, as well as all of its terms and conditions, and not to disclose to\nany person or entity the existence, terms or conditions of this Agreement except\nto his attorney, financial advisors and members of his immediate family provided\nthey agree to keep confidential the existence, terms and conditions of this\nAgreement. In the event that You believe you are compelled by law to divulge the\nexistence, terms or conditions of this Agreement, he will notify BSC (by\nnotifying BSC's Legal Department) of the basis for the belief sufficiently in\nadvance of actually divulging the information to enable BSC to seek appropriate\nprotective orders. You hereby confirm that as of the date of signing this\nAgreement, You have not disclosed the existence, terms or conditions of this\nAgreement, except as permitted by this Section 13. In the event of a breach of\nthis Agreement, You shall repay to BSC all of the amounts paid under Section\n2(b), above, and will be liable, moreover, for any damages which a court may\ndetermine and will be subject to injunctive relief damages, and any other relief\nwhich a court may award.\n\n         14.      GOVERNING LAW; SEVERABILITY\n\n                  This Agreement is entered into and shall be construed under\nthe laws of the Commonwealth of Massachusetts, without regard to its conflict of\nlaw rules, and suits to enforce rights and obligations hereunder shall be\nbrought exclusively in a court of competent jurisdiction \n\n\n                                       6\n\n\nin the Commonwealth of Massachusetts. In the event any provision of this\nAgreement is determined to be illegal or unenforceable by a duly authorized\ncourt of competent jurisdiction, then the remainder of this Agreement shall not\nbe affected thereby, it being the intention of the parties that each provision\nof this Agreement shall be valid and enforceable to the fullest extent permitted\nby law. However, if any portion of the General Release language in Section 5,\nabove, is ruled to be unenforceable for any reason, You shall return the\nconsideration paid under Section 2(b), above, to BSC upon demand by BSC, which\ndemand shall be made if You were to file any claim against BSC in violation of\nthis Agreement, especially Section 6.\n\n         15.      INDEMNIFICATION\n\n                  In the event You were, are or become a party to or witness or\nother participant in, or is threatened to be made a party to or witness or other\nparticipant in, a claim by reasons of (or arising in part out of) an\nIndemnifiable Event (as defined below), BSC shall indemnify You to the fullest\nextent permitted by law and upon receipt of an appropriate undertaking in\naccordance with Delaware General Corporation Law against any and all reasonable\nexpenses, judgments, fines, penalties and amounts paid in settlement approved in\nadvance by BSC (including all interest, assessments and other charges paid or\npayable in connection with or in respect of such expenses, judgments, fines,\npenalties or amounts paid in settlement) of such claim. For purposes of this\nAgreement, 'Indemnifiable Event' means any event or occurrence that takes place\neither prior to or after the execution of this Agreement related to the fact\nthat You are or were is or was an officer, director, employee, agent or\nfiduciary of BSC, or is or was serving at the request of BSC as a director,\nofficer, employee, trustee, agent or fiduciary of another corporation,\npartnership, joint venture, employee benefit plan, trust or other enterprise, or\nby reason of anything done or not done by Indemnitee in any such capacity. It\nshall be a defense to any action brought by You against BSC to enforce this\nindemnification obligation that You has not met the standards of conduct that\nmake it permissible under the Delaware General Corporation Law for BSC to\nindemnify You for the amount claimed.\n\n         16.      WAIVERS; AMENDMENTS\n\n                  The failure of either party to require the performance of any\nterm or obligation of this Agreement, or the waiver by either party of any\nbreach of this Agreement, shall not prevent any subsequent enforcement of such\nterm or obligation and shall not be deemed a waiver of any subsequent breach. No\nmodification or waiver of any provision of this Agreement shall be effective\nunless in writing and signed by both parties.\n\n         17.      NO OTHER INDUCEMENTS\n\n                  This Agreement sets forth the entire understanding of the\nparties in connection with the subject matter hereof. Any and all prior\nnegotiations are merged in this Agreement. Neither of the parties has made any\nsettlement, representation or warranty in connection herewith \n\n\n                                       7\n\n\n(except those expressly set forth in this Agreement) which has been relied upon\nby the other party, or which acted as an inducement for the other party to enter\ninto this Agreement.\n\n         18.      PERSONS BOUND BY THE AGREEMENT\n\n                  This Agreement shall be binding upon and inure to the benefit\nof You and BSC and their respective successors.\n\n         19.      ASSIGNMENT OF INTERESTS\n\n                  You warrant that You have not assigned or transferred or\npurported to assign or transfer any claim against Releasees. In addition, You\nshall for a period of one (1) year after the Termination Date, promptly report\nand disclose to BSC all ideas, inventions and concepts developed or conceived in\nthe Fields ('Inventions'), which You agree shall be presumed to have been\ndeveloped or conceived during the term of Your employment with BSC or its\naffiliates. Inventions shall be the property of BSC and are hereby assigned to\nBSC without any additional payments to You by BSC. It is understood that BSC\nshall have the right but not the obligation to initiate, prosecute, maintain and\ndefend, at its expense, any and all patents fileable with respect to Inventions.\nYou shall provide reasonable assistance to BSC with respect to any such patents\nand patent applications, and shall execute all appropriate documents and\nassignments with respect to any such patents and patent applications.\n\n         20.      FEES\n\n                  In the event that any action or proceeding is initiated to\nenforce or interpret the provisions of this Agreement, or to recover for a\nviolation of the Agreement, each party in any such action or proceeding shall be\nbear its own costs and expenses (including attorneys' fees).\n\n         21.      REPRESENTATION\n\n                  You represent that, prior to executing this Agreement, You had\nthe opportunity to review the provisions of this Agreement with counsel of Your\nchoice.\n\n\n                                       8\n\n\n                  The parties have read the foregoing Agreement and know its\ncontents, and know that its terms are contractual and legally binding. The\nparties further agree that they enter this Agreement voluntarily and that they\nhave not been pressured or coerced in any way into signing this Agreement.\n\nIN WITNESS WHEREOF, the parties hereby agree.\n\nBy: \/s\/  James M. Corbett\n    ------------------------------\n    James M. Corbett\n\n\nBOSTON SCIENTIFIC CORPORATION\n\n\nBy: \/s\/ Robert G. MacLean\n    ------------------------------\n    Robert G. MacLean\n    Senior Vice President\n    Human Resources\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6931],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9539,9551],"class_list":["post-38476","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boston-scientific-corp","corporate_contracts_industries-health__instruments","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38476","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38476"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38476"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38476"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38476"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}