Attached files
| file | filename |
|---|---|
| 10-K - 10-K - Vyant Bio, Inc. | cgix-20161231x10xk.htm |
| EX-32.2 - EXHIBIT 32.2 - Vyant Bio, Inc. | a201610-kex322.htm |
| EX-32.1 - EXHIBIT 32.1 - Vyant Bio, Inc. | a201610-kex321.htm |
| EX-31.2 - EXHIBIT 31.2 - Vyant Bio, Inc. | a201610-kex312.htm |
| EX-31.1 - EXHIBIT 31.1 - Vyant Bio, Inc. | a201610-kex311.htm |
| EX-23.1 - EXHIBIT 23.1 - Vyant Bio, Inc. | a201610-kex231.htm |
| EX-21.1 - EXHIBIT 21.1 - Vyant Bio, Inc. | a201610-kex211.htm |
| EX-10.83 - EXHIBIT 10.83 - Vyant Bio, Inc. | exh1083pfgwarrant.htm |
| EX-10.82 - EXHIBIT 10.82 - Vyant Bio, Inc. | exh1082pfgtermnote.htm |
| EX-10.81 - EXHIBIT 10.81 - Vyant Bio, Inc. | exh1081svbloan.htm |
EXHIBIT C
RELEASE
The undersigned individual ("Releasor"), on his own behalf and on behalf of his heirs,
beneficiaries and assigns, hereby releases and forever discharges Cancer Genetics, Inc. and its
subsidiaries and all of their respective officers and directors, successors and assigns (collectively,
"Released"), both individually and in their official capacities, from any and all liability, claims,
demands, actions and causes of action of any type ( collectively, "Claims") which Releasor has
had in the past, now has, or might now have, through the date of your execution of this Release,
in any way resulting from, arising out of or connected with your employment by Cancer
Genetics, Inc. and its subsidiaries ( collectively, "Company") or its te1mination or pursuant to any
federal, state or local employment law, regulation or other requirement (including without
limitation Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in
Employment Act, as amended ("ADEA''); the Americans with Disabilities Act, as amended); or
violated the New Jersey Conscientious Employee Protection Act (CEPA) or the New Jersey
Family Leave Act.
The Company, on its own behalf and on behalf of the Released, hereby releases and
forever discharges the Releasor and his heirs, beneficiaries and representatives and assigns, both
individually and in their official capacities, from any and all Claims which it has had in the past,
now has, or might now have, through the date of your execution of this Release, in any way
resulting from, arising out of or connected with your employment by the Company or its
termination. By acceptance of or reliance on this release of Claims by Releasor, the Company
promises that neither it nor any of the other Released affiliated with the Company will take any
action that is designed, specifically as to you or with respect to a class of similarly situated
former employees, to reduce or abrogate, or may reasonably be expected to result in an
abridgement or elimination of, any rights of indemnification or contribution available to
Releasor, as described above, or under any such policy or policies of directors and officers
liability insurance, unless any such abridgement-or elimination ofrights also is generally
applicable to all then-current officers and employees of the Company.
Excluded from the scope of this Release is (i) any claim by Releasor for payment of
wages owed for time worked, as well as any accrued, unused PTO through February 3, 2017, or
reimbursement of expenses or under the terms of any of the Company's employee qualified and
non-qualified benefit plans (including without limitation the Company's employee pension plan
and profit sharing plan); (ii) any claim or right of Releasor under any policy Or policies of
directors and officers liability insurance maintained by the Company as in effect from time to
time; and (iii) any right of or for indemnification or contribution pursuant to contract and/or the
Articles of Incorporation or By-Laws ( or other charter documents) of the Company that Releasor
has or hereafter may acquire if any claim is asserted or proceedings are brought against Releasor
including, without limitation, ifby any governmental or regulatory agency, or by any customer,
creditor, employee or shareholder of the Company, or by any self-regulatory organization, stock
exchange or the like, arising out of or related or allegedly related to the undersigned individual
being or having been an officer or employee of the Company or to any of his actions, inactions
or activities as an officer or employee of the Company. Also excluded from this release are any
Claims which cannot be waived by law, including Releasor's right to file a charge with or
participate in an investigation or proceeding brought by a government agency, including the
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Equal Employment Opportunity Commission ("EEOC"), the National Labor Relations Board,
the Occupational Safety and Health Administration, the Securities and Exchange Commission or
any other federal, state or local govermnental agency or commission ("Government Agencies"),
right to receive vested retirement benefits, or any rights or claims that may arise after the date
this Agreement is executed. Releasor is waiving any right to recover money, either individually
or in a class or collective action or any other judicial proceeding on your own behalf. However,
nothing in this Agreement limits Releasor' s right to receive an award from any Government
Agency for information provided to any Government Agency. Releasor acknowledges that he is
knowingly and voluntarily waiving and releasing any rights he may have under the ADEA, as
amended.
Pursuant to the terms of the Employment Agreement by and between Releasor and the
Company dated March 17, 2014, and in exchange for the promises made by and in consideration
for all the terms entered into by Releasor in this Release, the Company agrees to pay Releasor:
(i) amounts equal to six (6) months ofReleasor's current base salary (Paragraph 5.2(b)(iii) of the
Employment Agreement), in twelve (12) payments of$11,916.67 (eleven thousand, nine
hundred sixteen dollars and sixty seven cents), which will be paid in accordance with the
Company's normal payroll schedule, beginning within fourteen (14) days after this Release has
been fully executed and the seven (7) day revocation period has passed; and (ii) a lump sum
amount of$16,500 (sixteen thousand, five hundred dollars and no cents), the equivalent of three
(3) weeks of current base salary (pursuant to the separation program), and a bonus amount equal
to twenty-eight thousand eight hundred dollars ($28,800), for the 2016 calendar year, which shall
be paid in accordance with the Company's normal payroll schedule and beginning within
fourteen (14) days after this Release has been fully executed and the seven (7) day revocation
period has passed. Applicable statutory deductions, including state and federal income taxes and
Social Security taxes, shall be withheld by the Company from all payments. The Company will
issue a Form W-2 to Releasor in connection with these payments.
Further, in additional exchange for the promises made by and in consideration for all the
terms entered into by Releasor in this Release, the Company agrees that Releasor's three
thousand, three hundred and thirty-four (3,334) unvested CGIX restricted stock awards (RSAs)
granted on May 22, 2014 shall become fully vested in Releasor on February 3, 2017. Company
agrees to mail certificates representing the shares underlying the RSAs to Releasor within thirty
(30) days of February 3, 2017. The terms of this Release related to Releasor's RSAs shall
supersede and replace Sections 2(a) and 2(b) of the Restricted Stock Agreement by and between
the Releasor and the Company with an effective date of May 22, 2014. The Company agrees
that Releasor's thirty-four thousand and five hundred (34,500) unvested, and fifty-five thousand
and five hundred (55,500) vested, CGIX non-qualified stock options (NQSOs) granted on
December 11, 2014 shall have an expiration date of March 21, 2018. The terms of this Release
related to Releasor's NQSOs shall supersede and replace Sections E and G of the Stock Option
Grant Agreement by and between the Releasor and the Company with an effective date of
December 11, 2014.
Finally, in additional exchange for the promises made by and in consideration for all the
terms entered into by Releasor in this Release, the Company agrees to waive its rights with
regard to Section 5.2(c)(i) of the Employment Agreement by and between Releasor and the
Company dated March 17, 2014.
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The undersigned individual further acknowledges that he has been advised by this writing
that: (a) his waiver and release in this Release does not apply to any rights or claims that may
arise after the execution date of this Release; (b) that he has the right to consult with an attorney
prior to executing this Release; ( c) he has up to the entirety of until forty-five ( 45) days after the
date he received this Release executed by the Company in which to consider this Release
( although if the undersigned individual does execute this Release before the end of such forty
five ( 45) days, he will also sign the Consideration Period waiver below); ( d) he has seven (7)
days following his execution of this Release to revoke this Agreement by so notifying the
Company; and ( e) this Release shall not be effective until the date upon which the this seven (7)
day revocation period has expired unexercised (the "Effective Date"), which shall be the eighth
day after this Release is executed by the undersigned individual. Upon the lapse of said seven (7)
day period without revocation, this Release will have effect retroactively to the date it was signed
by the Company.
This Release is part of a separation program for which those employees identified on
Exhibit 1 attached hereto are eligible. Exhibit 1 includes the job titles and ages of all employees
in the decisional unit who are eligible for severance benefits, the job titles and ages of all
employees in the decisional unit who are not eligible for severance benefits, as well as other
information regarding the separation program.
This Release does not constitute an admission by the Company or by the undersigned
individual of any wrongful action or violation of any federal, state, or local statute, or common
law rights, including those relating to the provisions of any law or statute concerning
employment actions, or of any other possible or claimed violation of law or rights. This Release
is entered into without reliance on any promise or representation, written or oral, other than those
expressly contained herein, and it supersedes any other such promises, warranties or
representations, other than the Employment Agreement by and between Releasor and the
Company dated March 17, 2014, the terms of which shall remain in full force and effect. This
Release may not be modified or amended except in a writing signed by both the undersigned
individual and a duly authorized officer of the Company. This Release will bind the heirs,
personal representatives, successors and assigns of both the undersigned individual and the
Company, and inure to the benefit of both the undersigned individual and the Company and their
respective heirs, successors and assigns. If any provision of this Release is determined to be
invalid or unenforceable, in whole or in part, this determination will not affect any other
provision of this Release and the provision in question will be modified by the court so as to be
rendered enforceable. This Agreement will be deemed to have been entered into and will be
construed and enforced in accordance with the laws of the state of New Jersey as applied to
contracts made and to be performed entirely within New Jersey.
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CONSIDERATION PERIOD WAIVER
I, Edward J. Sitar understand that I have the~ h/ o take at least 45 days to consider whether to
sign this Release, which I received on J: J ~ ·7,/ . If I elect to sign this Release
before 45 days have passed, I understand I funt:3 sign and date below this paragraph to confirm
that I knowingly and voluntarily agree to waive the 45-day consideration period.
Edward J. Sitar
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3648051 Sv.2