EXHIBIT 10.1
Pressure BioSciences, Inc.
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June 30, 2005
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Pressure BioSciences, Inc.
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Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇:
The purpose of this letter is to set forth our mutual understanding
relating to reimbursement of certain of your previously incurred fees and
expenses, the payment of a bonus and your release of claims which you may have
against Pressure BioSciences, Inc. (the "Company").
1. Premises. As a result of the termination of your employment by
the Company in February 2003, we understand that you incurred substantial fees
and expenses for which you have not previously been indemnified relating to lost
wages and severance benefits and to your actions as a stockholder to address the
Company's termination of your employment. We also understand that you may have
certain claims against the Company relating to your termination and such fees,
expenses, lost wages and severance benefits.
We recognize and applaud your valuable efforts in the restructuring of
the Company despite your termination of employment and during the time of your
consulting engagement commencing in June, 2003 and your subsequent re-employment
with the Company in April, 2004. Your tireless efforts in transitioning the sale
of the Company's Diagnostics and Biotech business units from a certain third
party as a potential buyer to negotiating and consummating the sale to SeraCare
Life Sciences, Inc. at a substantially higher purchase price yielded
substantially greater value to the Company and our stockholders. Second, we
commend your successful leadership in concluding the sale of our Laboratory
Instruments business unit in June, 2004. This Source Scientific transaction was
an important step in the overall restructuring of the Company to enable us to
focus predominantly on our pressure cycling technology (PCT). Third, we are
grateful for your persistence in navigating the regulatory environment to
commence and consummate our issuer tender offer which enabled all of our
stockholders to elect either to remain as stockholders in our repositioned
Company focused on pressure cycling technology or to accept a cash payment at a
substantial premium over pre-announcement market prices.
2. Reimbursement and Payment. Promptly after the execution of
this letter agreement, the Company will pay you in one lump sum an aggregate of
$400,000 (i) to reimburse you for your costs and expenses, as well as lost wages
and severance benefits, relating to your termination of employment as referred
to above, and (ii) as a bonus to reward your valuable contributions to the
Company and our stockholders in the overall restructuring and repositioning of
our Company. The Company will withhold taxes as may be required under law in
connection with such reimbursement and payment.
3. Interest Payment. Reference is made your indebtedness to the
Company in the aggregate principal amount of $1,000,000 plus accrued interest.
This indebtedness arose from the Company's pledge of $1,000,000 of cash
collateral to Commerce Bank & Trust Company ("Commerce Bank") in connection with
a loan or loans from Commerce Bank either to you or an affiliate of yours,
Resort Accommodations International LLC ("RAI") (the "Commerce Bank Loan").
Without limiting the foregoing, reference is specifically made to (i) that
certain Limited Guaranty by the Company for the benefit of Commerce Bank dated
January 15, 2002, (ii) that certain Junior Participation Agreement also dated
January 15, 2002 by and between Commerce Bank, RAI and the Company, (iii) that
certain Pledge Agreement also dated January 15, 2002 by and between the Company
and Commerce Bank, and (iv) that certain Pledge and Security Agreement dated as
of January 15, 2002 by and between you, the Company and Commerce Bank. You
hereby ratify, confirm and acknowledge your indebtedness to the Company in the
aggregate principal amount of $1,000,000 plus accrued interest in the amount of
$174,382.09 with additional interest accruing at a floating annual rate of prime
(as announced by Commerce Bank from time to time) plus 2%. You hereby further
ratify, confirm and acknowledge your obligations to the Company under such
agreements referred to in clauses (i) through (iv) above (the "Company's
Guarantee") and that any and all obligations of you and/or RAI to Commerce Bank
have been subordinated to the Company. Finally, you ratify, confirm and
acknowledge that pursuant to such subordination, you have pledged to the Company
489,657 shares of the Company's Common Stock owned by you to secure your
repayment obligations to the Company of the $1,000,000 loan plus interest
thereunder, and that the Company currently maintains a first priority security
interest in such pledged shares of Common Stock.
Simultaneously with the Company's payment to you of the $400,000
referred to in paragraph 2, above, you will pay the Company $174,382.09 in
satisfaction of all unpaid interest accrued to date on the $1,000,000 loan.
4. General Release. In consideration of the Company's payment to
you of $400,000 referred to in paragraph 2, above, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, you
hereby release, remise, and forever discharge the Company and the Company's
officers, directors and affiliates from all debts, demands, actions, causes of
actions, suits, accounts, covenants, contracts, agreements, damages, and all
claims and liabilities of every nature, which you or your successors or assigns
now have or ever had against the Company or its officers, directors and
affiliates, jointly, severally, or individually.
5. Successors and Assigns. All of the provisions of this letter
agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, if any, successors and assigns.
6. Choice of Law. The laws of the Commonwealth of Massachusetts
shall govern the validity of this letter agreement, the construction of its
terms and the interpretation of the rights and duties of the parties hereto.
7. Waiver. No failure or delay by either party in exercising any
right under this letter agreement will operate as a waiver of such right or any
other right under this letter agreement. Waiver by one party hereto of any
breach of or failure to comply with any provision of this letter agreement by
the other shall not operate or be construed as a continuing waiver.
8. Modification or Amendment. No amendment, change or
modification of this letter agreement shall be valid unless in writing signed by
the parties hereto.
9. Unenforceability of Provisions. If any provision of this
letter agreement, or any portion thereof, is held to be invalid and
unenforceable, then the remainder of this letter agreement shall nevertheless
remain in full force and effect.
10. Counterparts. This letter agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
11. Captions. Captions have been inserted solely for the convenience of
reference and in no way define, limit or describe the scope or substance of any
provisions of this letter agreement.
If this letter agreement accurately reflects our mutual agreement
regarding the subject matter hereof, please so indicate you agreement by signing
where indicated below with the intention of becoming legally bound hereby.
PRESSURE BIOSCIENCES, INC.
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇
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J. ▇▇▇▇▇▇ ▇▇▇▇▇, Director
Understood and Agreed:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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