General Release Agreement between Diametrics Medical, Inc. and BCC Acquisition II LLC

Summary

This agreement is a general release in which Diametrics Medical, Inc. (the Releasor) releases BCC Acquisition II LLC and its related parties from all claims, known or unknown, that may have arisen up to the date of the agreement. The Releasor agrees not to pursue any legal action regarding these claims and waives rights under California Civil Code Section 1542. Any disputes about this agreement will be resolved through binding arbitration in Minneapolis, Minnesota, under Minnesota law. The prevailing party in any dispute may recover attorney's fees and costs.

EX-10.4 5 c00360exv10w4.txt FORM OF GENERAL RELEASE Exhibit 10.4 GENERAL RELEASE For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned party ("Releasor") hereby agrees as follows: 1. Release. Releasor releases BCC Acquisition II LLC and its predecessor entities, affiliates and subsidiaries (collectively "BCCAII"), and its past and present shareholders, employees and former employees, agents, directors, officers, attorneys, predecessors, successors, assigns, heirs, executors, administrators, and all other persons, firms, corporations, associations, partnerships, or entities having any legal relationship to BCCAII (collectively, "Releasees"), from any and all claims, demands and causes of action of any kind or nature, whether known or unknown or suspected or unsuspected to Releasor, which Releasor now owns or holds, or has at any time before this owned or held against any of them relating to, arising out of, or in any way connected with BCCAII. 2. California Civil Code Section 1542. It is Releasor's intention that Releasor's execution of this Agreement will forever bar any released claims, demand, cause of action, charge and grievance related to BCCAII and the Releasees. Because this is Releasor's intention, Releasor expressly waives any and all rights and benefits conferred upon Releasor by the provisions of Section 1542 of the California Civil Code. Section 1542 provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 3. Remedies, Attorney Fees, Binding Arbitration. Releasor will not bring any action against BCCAII or the Releasees with respect to any claims, demands or causes of action released pursuant to in this Agreement. In the event Releasor brings any such action: (a) BCCAII will be entitled to all lawful remedies; and (b) all other provisions of this Agreement will remain in full force and effect. In the event of any dispute arising out of or related to this Agreement, the parties agree to enter into binding arbitration under the commercial rules of the American Arbitration Association. The location for such arbitration shall be Minneapolis, Minnesota. The governing law shall be Minnesota law. The prevailing party shall be entitled to recover reasonable attorney's fees and costs. 4. Enforceability. If any term or provision of this Agreement is held to be invalid or unenforceable, the remaining terms or provisions of this Agreement will continue to be valid and will be performed, construed and enforced to the fullest extent permitted by law, and the invalid or unenforceable term will be deemed amended and limited in accordance with the intent of the parties, as determined from the face of the Agreement, to the extent necessary to permit the maximum enforceability or validation of the term or provision. 5. Headings. Paragraph headings are for the convenience of the parties only. IN WITNESS WHEREOF, Releasor has executed and delivered this General Release as of the day and year set forth below. Date: _____________, 2005 DIAMETRICS MEDICAL, INC. By: /s/ W. Glen Winchell ------------------------------------ Name: W. Glen Winchell Its: Sr. Vice President of Finance and CFO