This Separation Agreement (the "Agreement") is entered into among Fischer Imaging Corp. (the
"Company"), SenoLase Inc. ("SenoLase") and Morgan Nields ("Employee").
WHEREAS, Employee is employed by the Company at its offices at 12300 North Grant Street, Denver, Colorado 80241 as a regular full-time employee with
the title "Chief Technology Officer" and serves as a member of the Company's Board of Directors;
Employee was a founder of the Company and served as its Chief Executive Officer until December 2000 and as its Chairman until May 2003;
Employee wishes to terminate his regular full-time employment with the Company and to resign as a member of the Company's Board of Directors, in order to concentrate
on development and execution of a plan to spin-out SenoLase, a development stage company with little or no tangible assets which is a majority owned subsidiary of the Company;
in consideration therefor, the Company wishes to enter this Separation Agreement, which, among other things, provides for (1) deferred compensation payments,
(2) payment of sales commissions with respect to potential sales to certain clients of the Company listed in Exhibit A attached hereto
(the "Commission Clients") and (3) Employee's continuation as Chief Executive Officer of SenoLase; and
in order to accomplish these ends, the parties hereto are willing to enter into this Agreement.
NOW THEREFORE, in exchange for the consideration and other agreements specified in this Agreement, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Employee's Resignation and Deferred Compensation Payments. Employee hereby (i) voluntarily resigns as a regular,
full-time employee of the Company with the title "Chief Technology Officer" and (ii) voluntarily resigns as a member of the Company's Board of Directors, in each case effective
December 31, 2003 (the "Resignation Date") and (iii) agrees to remove all of his personal articles and vacate his office on the Company's
premises on or before March 1, 2004. The Company agrees to make twelve (12) payments of $16,666.67 each to Employee, aggregating $200,000, no later than the 15th day of each month in
calendar 2004, beginning on January 15, 2004. Employee agrees that the Company shall be entitled to withhold all taxes and other amounts required by law from such payments and pay Employee the
net amount after deduction thereof. Employee further agrees that he is not entitled to any other pay or post-employment compensation other than these payments and the other consideration
expressly set forth in this Agreement and that he will not make any claim for any such further payments or consideration, under any prior or existing agreement, plan or policy of Company, including
but not limited to the Company's executive retention bonus plan.
2. SenoLase. The Company, Employee and SenoLase hereby agree that Employee shall continue to serve as Chief Executive Officer
and as a director of SenoLase until December 31, 2004, subject to the direction of the SenoLase Board of Directors, a majority of whom shall be named by the Company. Such employment may be
terminated by Employee at any time and by SenoLase with or without Cause (as defined in Section 5 below). It is the expectation of the parties that Employee will pursue a plan for spinning out
SenoLase from the Company, upon such terms as are acceptable to the third parties who propose to provide financing to SenoLase and to the SenoLase Board of Directors.
3. Commission Agreement. While Employee is not required to provide any services to the Company with respect to such
Commission Clients or otherwise after the Resignation Date, the Company agrees to pay Employee sales commissions on product sales by the Company after the Resignation Date to the Commission Clients
listed on Exhibit A hereto as follows:
(a) A-List Client Commissions. As compensation for Employee's material assistance prior to the Resignation Date
in facilitating sales to the clients listed under column A of Exhibit A attached hereto ("A-List
Clients"), the Company agrees to deliver 3.5% of the net revenues generated from sales to such A-List Clients to Employee, as a commission on such sales, based on
booked orders accepted by the Company prior to the expiration of the Commissions Term, subject to the conditions and except as otherwise set forth in this Section 3. "Commissions Term" means the period from June 1, 2003 through