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SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release ( Agreement ) is made by and between Gajus V. Worthington ( Executive ) and Fluidigm Corporation (the Company ) (jointly referred to as the Parties o

Key Takeaway: SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release ( Agreement ) is made by and between Gajus V. Worthington ( Executive ) and Fluidigm Corporation (the Company ) (jointly referred to as the Parties or individually referred to as a Party ). Executive was em

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SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release ( Agreement ) is made by and between Gajus V. Worthington ( Executive ) and Fluidigm
Corporation (the Company ) (jointly referred to as the Parties or individually referred to as a Party ).
Executive was employed as the Company s Chief Executive Officer;
WHEREAS, Executive signed an Employment, Confidential Information
and Invention Assignment Agreement with the Company on June 30, 2000, which was subsequently amended on December 5, 2012 (as amended, the Confidentiality Agreement );
WHEREAS, Executive signed an Indemnification Agreement with the Company dated February 4, 2011 (the Indemnification
WHEREAS, Executive signed an Employment and Severance Agreement with the Company on February 22, 2008, which
agreement was subsequently amended and restated on December 13, 2012 (as amended and restated, the Severance Agreement );
WHEREAS, the Company granted Executive (i) stock options to purchase Company common stock ( Options ), and (ii) restricted
stock units covering Company common stock ( RSUs ) (collectively, Employee s Options and RSUs are referred to as Equity Awards ) that entitle Executive to receive shares of the Company s common stock subject to the
terms and conditions of the Company s equity incentive plans (the Stock Plans ) and the respective stock option and/or RSUs agreements, as set forth on Exhibit C (collectively, the Equity Agreements ).
WHEREAS, Executive separated from employment with the Company effective October 19, 2016 (the Separation Date ); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the
Executive may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive s employment with or separation from the Company.
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
a. Separation Payments. The Company agrees to continue to pay Executive s base salary as of the
Separation Date for a period of eighteen (18) months as severance (for an aggregate total of Seven Hundred Fifty Seven Thousand Fifty Dollars ($757,050)), less applicable withholdings, with the first such payment commencing on the first Company
payroll date following the Effective Date of this Agreement.
b. Consulting Agreement. Commencing on the Separation Date and continuing until six
(6) months therefrom (the Consulting Period ), Executive agrees to provide consulting services to the Company pursuant to the terms of the Consulting Agreement attached hereto as Exhibit A (the Consulting
Agreement ). During the Consulting Period, Executive agrees to reasonably assist the Company in connection with the transitioning of Executive s duties, and to provide such other services as are set forth in the Consulting Agreement.
Nothing in this Agreement or the Consulting Agreement pertaining to Executive s subsequent role as a Consultant shall in any way be construed to constitute Executive continuing as an agent, employee, officer, or representative of the Company.
Executive shall perform the services under the Consulting Agreement solely as an independent contractor. During the Consulting Period, Executive shall receive only that compensation set forth in Schedule 1 to Exhibit A for his consulting
services. All other aspects of the consulting arrangement shall be governed by the terms of Exhibit A.
c. COBRA. The Company
shall reimburse Executive for the payments Executive makes for COBRA coverage for a period of eighteen (18) months, or until Executive has secured health insurance coverage through another employer, whichever occurs first, provided Executive
timely elects and pays for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ( COBRA ), within the time period prescribed pursuant to COBRA. COBRA reimbursements shall be made by the
Company to Executive consistent with the Company s normal expense reimbursement policy, provided that Executive submits documentation to the Company substantiating Executive s payments for COBRA coverage.
d. Supplemental Release Agreement. Executive agrees to execute, within twenty-one (21) days after the termination of the Consulting
Agreement, the Supplemental Release Agreement attached hereto as Exhibit B, which agreement will serve to cover the time period from the Effective Date of this Agreement through the Supplemental Release Effective Date; provided, however, that
the Parties agree to modify the Supplemental Release to comply with any new laws that become applicable prior to the end of the Consulting Period. If Executive refuses to sign the Supplemental Release, he shall be deemed to have failed to abide by
the material terms of this Agreement. Further, Executive understands and agrees that he will only be entitled to the continued payment of the consideration set forth in Section 1.a. if he executes the Supplemental Release Agreement within the
time allotted in this Section 1.d. and does not revoke that agreement.
e. No Further Severance. Except as explicitly set forth
in this Agreement and the Supplemental Release Agreement, Executive acknowledges and agrees that he is not entitled to receive any severance compensation or benefits from the Company. Executive hereby waives his right to receive any such severance
not explicitly set forth in this Agreement and acknowledges that without this Agreement, he is not otherwise entitled to the consideration listed in this Section 1.
2. Termination. Effective as of the Separation Date, Executive s employment with the Company is terminated, and Executive will no
longer serve in any positions Executive occupied with the Company or any subsidiary or affiliate of the Company.
Parties agree that for purposes of determining Executive s Equity Awards, Executive will continue vesting on and following the Separation Date and through the Consulting Period, so long as Executive continues to provide services to the Company;
except that, the Parties agree that the following Equity Awards shall forfeit and terminate immediately on the Separation Date: (i) March 14, 2014 Option grant covering 65,000 shares; (ii) March 12, 2015 Option grant
covering 31,110 shares; (iii) March 4, 2016 performance-based Option grant covering 33,750 shares; and (iv) March 4, 2016 performance-based RSU grant covering 13,500 shares. Executive acknowledges and agrees that the
Equity Awards as set forth on Exhibit C reflect all of his outstanding equity awards from the Company. Once Executive no longer provides services to the Company under the Consulting
Agreement, Executive further acknowledges that he may exercise any outstanding vested Options at any time within his applicable post-termination exercise period for each Option which is set forth in the Equity Agreements. If Executive does not
exercise any vested stock options after the end of the applicable post-termination exercise period, then any such unexercised Options will terminate.
4. Benefits. Executive s health insurance benefits shall cease on October 31, 2016, subject to Executive s right to
continue Executive s health insurance under COBRA. Executive s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual of bonuses, vacation, and paid time off,
ceased as of the Separation Date.
5. Payment of Salary and Receipt of All Benefits. Executive acknowledges and represents that,
other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs,
fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Executive.
6. Release of Claims. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations
owed to Executive by the Company and its current and former: officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or
co-employer, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns, (collectively, the Releasees ). Executive, on Executive s own behalf and on behalf of Executive s respective
heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or
cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up
until and including the Effective Date of this Agreement, including, without limitation:
a. any and all claims relating to or arising from
Executive s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or
arising from, Executive s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate
law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment, termination in
violation of public policy, discrimination, harassment, retaliation, breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional
infliction of emotional distress, fraud, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal
injury, assault, battery, invasion of privacy, false imprisonment, conversion, and disability benefits;
d. any and all claims for
violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the
Equal Pay Act, the Fair
Labor Standards Act, the Fair Credit Reporting Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of
1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, Immigration Reform and Control Act, the California Family Rights Act, the California Labor Code, the California
Workers Compensation Act, and the California Fair Employment and Housing Act;
e. any and all claims for violation of the federal or
any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax
treatment of any of the proceeds received by Executive as a result of this Agreement; and
h. any and all claims for attorneys fees
Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to
the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including any Protected Activity (as defined below). This release
does not extend to any right Executive may have to unemployment compensation benefits.
7. Acknowledgment of Waiver of Claims under
ADEA. Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 ( ADEA ), and that this waiver and release is knowing and voluntary. Executive
agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Executive acknowledges that the consideration given for this waiver and release is in addition to
anything of value to which Executive was already entitled. Executive further acknowledges that he has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive
has twenty-one (21) days within which to consider this Agreement; (c) Executive has seven (7) days following Executive s execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until
after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the Company in less than the 21-day period identified above, Executive hereby acknowledges that
Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Executive acknowledges and understands that revocation must be accomplished by a written notification to the person executing this
Agreement on the Company s behalf that is received prior to the Effective Date. The Parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period.
8. California Civil Code Section 1542. Executive acknowledges that Executive has been advised to consult with legal counsel and is
familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Executive, being aware of said code section, agrees to expressly waive any rights Executive may have thereunder,
as well as under any other statute or common law principles of similar effect.
9. No Pending or Future Lawsuits. Executive
represents that Executive has no lawsuits, claims, or actions pending in Executive s name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Executive also represents that Executive does not intend
to bring any claims on Executive s own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.
10. Confidentiality. Subject to Section 13 governing Protected Activity, Executive agrees to maintain in complete confidence the
Last updated: Oct 24, 2016