Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 638K
2: EX-10.1 Material Contract HTML 91K
3: EX-10.2 Material Contract HTML 63K
4: EX-10.3 Material Contract HTML 63K
5: EX-10.4 Material Contract HTML 78K
6: EX-10.5 Material Contract HTML 77K
7: EX-10.6 Material Contract HTML 50K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
17: R1 Cover HTML 76K
18: R2 Condensed Consolidated Balance Sheets HTML 133K
19: R3 Condensed Consolidated Balance Sheets HTML 25K
(Parenthetical)
20: R4 Condensed Consolidated Statements of Operations HTML 96K
21: R5 Condensed Consolidated Statements of Comprehensive HTML 48K
Loss
22: R6 Condensed Consolidated Statements of Stockholders' HTML 52K
Equity
23: R7 Condensed Consolidated Statements of Cash Flows HTML 104K
24: R8 Basis of Presentation HTML 33K
25: R9 Revenue HTML 73K
26: R10 Marketable Investment Securities HTML 74K
27: R11 Fair Value Measurements HTML 68K
28: R12 Property, Plant and Equipment, Net HTML 35K
29: R13 Goodwill and Intangible Assets HTML 62K
30: R14 Accrued Liabilities HTML 30K
31: R15 Long-Term Debt HTML 35K
32: R16 Other Long-Term Liabilities HTML 30K
33: R17 Preferred and Common Stockholders' Equity HTML 41K
34: R18 Share-Based Compensation HTML 54K
35: R19 Income Taxes HTML 30K
36: R20 Commitments and Contingencies HTML 26K
37: R21 Segment and Related Information HTML 53K
38: R22 Supplemental Cash Flow Information HTML 32K
39: R23 Subsequent Events HTML 26K
40: R24 Basis of Presentation (Policies) HTML 35K
41: R25 Revenue (Tables) HTML 65K
42: R26 Marketable Investment Securities (Tables) HTML 74K
43: R27 Fair Value Measurements (Tables) HTML 66K
44: R28 Property, Plant and Equipment, Net (Tables) HTML 35K
45: R29 Goodwill and Intangible Assets (Tables) HTML 94K
46: R30 Accrued Liabilities (Tables) HTML 30K
47: R31 Long-Term Debt (Tables) HTML 32K
48: R32 Other Long-Term Liabilities (Tables) HTML 29K
49: R33 Preferred and Common Stockholders' Equity (Tables) HTML 42K
50: R34 Share-Based Compensation (Tables) HTML 55K
51: R35 Segment and Related Information (Tables) HTML 49K
52: R36 Supplemental Cash Flow Information (Tables) HTML 31K
53: R37 Revenue - Total Revenue by Product and by US HTML 75K
versus Rest of World (Details)
54: R38 Revenue - Reconciliation of Deferred Revenue HTML 30K
Balances (Details)
55: R39 Revenue - Narrative (Details) HTML 47K
56: R40 Marketable Investment Securities - Fair Value for HTML 65K
Available-for-Sale Securities by Major Security
Type and Class of Security (Details)
57: R41 Marketable Investment Securities - Cash, Cash HTML 53K
Equivalents, and Maturities of Debt Securities
Classified as Available-For-Sale Securities
(Details)
58: R42 Fair Value Measurements - Narrative (Details) HTML 30K
59: R43 Fair Value Measurements - Fair Value of Financial HTML 69K
Assets and Liabilities (Details)
60: R44 Fair Value Measurements - Change in Fair Value of HTML 33K
Contingent Consideration (Details)
61: R45 Property, Plant and Equipment, Net - Balances HTML 35K
(Details)
62: R46 Property, Plant and Equipment, Net - Depreciation HTML 25K
Expense (Details)
63: R47 Goodwill and Intangible Assets - Summary of HTML 33K
Goodwill (Details)
64: R48 Goodwill and Intangible Assets - Summarized HTML 47K
Amounts Reported as Intangible Assets (Details)
65: R49 Goodwill and Intangible Assets - Amortization on HTML 26K
Intangible Assets (Details)
66: R50 Accrued Liabilities (Details) HTML 32K
67: R51 Long-Term Debt - Narrative (Details) HTML 65K
68: R52 Long-Term Debt - Schedule of Long-Term Debt HTML 31K
(Details)
69: R53 Other Long-Term Liabilities (Details) HTML 30K
70: R54 Preferred and Common Stockholders' Equity - HTML 48K
Narrative (Details)
71: R55 Preferred and Common Stockholders' Equity - Common HTML 30K
Shares Issued and Outstanding (Details)
72: R56 Preferred and Common Stockholders' Equity - HTML 30K
Reconciliation of Denominators of Basic and
Diluted Earnings Per Share Computations (Details)
73: R57 Preferred and Common Stockholders' Equity - HTML 25K
Potentially Dilutive Common Shares Excluded from
EPS Computation (Details)
74: R58 Share-Based Compensation - Narrative (Details) HTML 58K
75: R59 Share-Based Compensation - Stock Option Activity HTML 50K
(Details)
76: R60 Share-Based Compensation - RSU Activity (Details) HTML 47K
77: R61 Share-Based Compensation - Share-Based HTML 34K
Compensation Expense (Details)
78: R62 Income Taxes (Details) HTML 55K
79: R63 Segment and Related Information - Narrative HTML 25K
(Details)
80: R64 Segment and Related Information - Segment Revenue HTML 39K
and Operating Income (Loss) (Details)
81: R65 Segment and Related Information - Total Operating HTML 62K
Income (Loss) for Reportable Segments (Details)
82: R66 Supplemental Cash Flow Information (Details) HTML 35K
84: XML IDEA XML File -- Filing Summary XML 147K
16: XML XBRL Instance -- mygn-20200930_htm XML 1.61M
83: EXCEL IDEA Workbook of Financial Reports XLSX 85K
12: EX-101.CAL XBRL Calculations -- mygn-20200930_cal XML 242K
13: EX-101.DEF XBRL Definitions -- mygn-20200930_def XML 472K
14: EX-101.LAB XBRL Labels -- mygn-20200930_lab XML 1.40M
15: EX-101.PRE XBRL Presentations -- mygn-20200930_pre XML 793K
11: EX-101.SCH XBRL Schema -- mygn-20200930 XSD 136K
85: JSON XBRL Instance as JSON Data -- MetaLinks 357± 519K
86: ZIP XBRL Zipped Folder -- 0001628280-20-016036-xbrl Zip 305K
This Separation and Release Agreement (the “Agreement”), dated as of [●], is entered into between Myriad Genetics, Inc. (together with its subsidiaries, affiliates, successors and assigns, the “Company”), and [●] (“Executive”) (Executive, together with the
Company, the “Parties” and each a “Party”).
WHEREAS, Executive served as the [●] of the Company and as a member of the Board of Directors of the Company (the “Board”) pursuant to that certain Executive Employment Agreement dated [●] (the “Employment Agreement”);
WHEREAS, Executive’s employment with the Company and engagement as a member of the Board and any committees thereof ended effective as of [●]; and
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and undertakings set out below, the Parties herby agree as follows:
1.Employment Separation Date:
a.Effective as of [●] (the “Separation Date”), Executive’s employment with the Company and engagement in any role pursuant thereto, including but not limited to serving on the Board and any committees thereof, shall end on the Separation Date. From and after the Separation Date, Executive shall have no authority and shall not represent himself as an employee or agent of the Company. This Agreement constitutes the “Separation Agreement”
contemplated by Section 4(f) of the Employment Agreement.
2.Payments and Benefits.
a.The Company shall provide Executive with the Accrued Obligations (as such term is defined in the Employment Agreement).
b.Provided that this Agreement is signed by Executive in the period of time set forth in Section 4(f) of the Employment Agreement and not revoked by Executive, the Company shall provide Executive with the Severance Benefits (as such term is defined in the Employment Agreement) set forth in Section [4(c) / 4(d) / 4(e)] of the Employment
Agreement.
c.The payments referenced in Sections 2(a) and 2(b) shall be made at the applicable time(s) provided for in the Employment Agreement.
d.Executive agrees and acknowledges that the payments and benefits referred to in this Section 2 are in lieu of and in full satisfaction of any amounts that might otherwise be payable under any contract, plan, policy or practice, past or present, of the Company. Executive acknowledges that, other than any payment described in this Section 2 or otherwise in this Agreement, all outstanding payments or benefits for all outstanding employment periods shall be forfeited in accordance with their terms. All outstanding equity
awards held by Executive shall be treated in accordance with their terms and the provisions of Section [4(c) / 4(d) / 4(e)] of the Employment Agreement, including with respect to any post-termination exercise periods for vested stock options.
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3.General Release. In consideration of the payments and benefits to be made pursuant to Section 2(b), Executive, with the intention of binding Executive and Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries
and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity (as
they may have been amended through the Effective Date), including, without limitation, any and all claims: (a) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity; (b) for severance or vacation benefits, unpaid wages, salary or incentive payments; (c) for breach of contract, breach of covenant of good faith and fair dealing, wrongful discharge, impairment of economic opportunity, defamation, promissory estoppel, fraud, negligent or intentional infliction of emotional harm, or other tort; (d) for any violation of applicable state and local labor and employment laws, including, without limitation, all laws concerning unlawful and unfair labor
and employment practices, and further including, without limitation, any and all claims based on the Executive Retirement Income Security Act of 1974 (“ERISA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1991, the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Uniformed Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief and Economic Security Act, the Employment Relations and Collective Bargaining Act, the Utah Right
to Work Act, the Utah Drug and Alcohol Testing Act, the Utah Minimum Wage Act, the Utah Protection of Activities in Private Vehicles Act, the Utah Employment Selection Procedures Act, and the Utah Occupational Safety and Health Act, and any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, each as amended and including each of their respective implementing regulations; and (e) under any whistleblower laws or whistleblower provisions of other laws; excepting only:
(i)rights of Executive under this Agreement;
(ii)rights of Executive relating to equity awards held by Executive as of his or her Separation Date (as defined in the Employment Agreement);
(iii)the
right of Executive to receive COBRA continuation coverage in accordance with applicable law;
(iv)rights to indemnification Executive may have (i) under applicable corporate law, (ii) under the by-laws, certificate of incorporation or similar governing documents of any Company Released Party, (iii) under a written indemnification agreement with any
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Company Released Party, or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in
force;
(v)claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Separation Date in accordance with applicable Company policy; and
(vi)claims for the reimbursement of unreimbursed business expenses incurred prior to the Separation Date pursuant to applicable Company policy; and
(vii)any rights that Executive may have as a stockholder (or former stockholder) of Company with respect to dividend
payment rights or payments in respect of shares of Company common stock sold in a merger or other transaction in accordance with the applicable merger or transaction agreement.
Notwithstanding the foregoing, this Section does not:
(A) release the Company from any obligation expressly set forth in this Agreement or from any obligation, including, without limitation, obligations under the Workers Compensation Act, which as a matter of law cannot be released;
(B) prohibit Executive from filing a charge with the Equal Employment Opportunity Commission (“EEOC”); or
(C) prohibit Executive from participating in an investigation or proceeding by the EEOC or any comparable state or local
agency, or providing information or documents to the EEOC or any comparable state or local agency.
Executive acknowledges and agrees, however, that Executive’s waiver and release of claims are intended to be a complete bar to any recovery or personal benefit by or to Executive with respect to any Claim whatsoever arising out of Executive’s employment with the Company, including those raised through a charge with the EEOC, except those which, as a matter of law, cannot be released. In the event that Executive successfully challenges the validity of this release of claims, the Company and any Company Released Party sought to be released hereunder shall be entitled to recover from the Executive the full amount of the payments and benefits described in Section
2(b) of this Agreement. Nothing in the Agreement, however, shall limit the right of the Company or any Company Released Party sought to be released hereunder to seek immediate dismissal of a charge on the basis that Executive signing of this Agreement constitutes a full release of any rights Executive might otherwise have to pursue the charge. Executive further acknowledges and agrees that, but for providing this waiver and release, Executive would not be receiving the payments and benefits being provided to Executive as set forth above in Section 2(b) of this Agreement.
4.No Admissions. Executive acknowledges and agrees that this Agreement is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
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5.Application
to all Forms of Relief. This Agreement applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, emotional distress damages, punitive damages for pain or suffering, costs and attorney’s fees and expenses.
6.Specific Waiver. Executive specifically acknowledges that his or her acceptance of the terms of this Agreement is, among other things, a specific waiver of his or her rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything herein purport, to be a waiver of any right or claim or cause of action which by law Executive is not permitted to waive or as to those matters
that are expressly outside of the scope of the release pursuant to Section 3.
7.No Complaints or Other Claims. Executive acknowledges and agrees that he or she has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.
8.Ongoing Obligations.
(a)Terms and Conditions. Executive acknowledges Executive remains bound by the terms of his Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement with the Company dated [●] (the “Confidentiality
Agreement”), which is incorporated herein by reference, and the terms of which remain in full force and effect following the termination of Executive’s employment with the Company as set forth in such agreement.
(b) Return of Company Material. Executive represents that he has satisfied his obligations pursuant to Section 8 of the Employment Agreement and Section 1(d) of the Confidentiality Agreement. Should Executive later discover any materials that Executive is obligated pursuant to such provisions to return to Company, he will promptly do so.
(c) Cooperation. Following the Separation Date, Executive shall reasonably cooperate with the Company upon reasonable
request of the Board and be reasonably available to the Company with respect to matters arising out of Executive’s services to the Company Affiliated Group.
(d) Non-Disparagement. Executive agrees not to disparage the Company or the products or businesses of the Company, and the Company agrees that the Board shall not disparage Executive, provided, however, that nothing in this Section shall restrict Executive, the
Company or any Board member from making any disclosures mandated by state or federal law, from participating in an investigation with a state or federal agency if requested by the agency to do so, or from providing information or documents to a state or federal agency if requested by the agency to do so.
(e) No Representation. Executive acknowledges that, other than as set forth in this Agreement and the Employment Agreement (and the other plans, agreements and documents referenced herein or therein), (i) no promises have been made to him or her and (ii) in signing this Agreement Executive is not relying upon any statement or representation made by or on behalf of any Company Released Party and each or any of
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them
concerning the merits of any claims or the nature, amount, extent or duration of any damages relating to any claims or the amount of any money, benefits, or compensation due to Executive or claimed by Executive, or concerning the Agreement or concerning any other thing or matter.
(f) Injunctive Relief. In the event of a breach or threatened breach by Executive of this Section, Executive agrees that the Company shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, Executive acknowledging that damages would be inadequate or insufficient.
9.Permitted Disclosures. Pursuant to 18 U.S.C. § 1833(b), Executive understands that Executive shall not be held criminally or civilly liable under
any federal or state trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive’s attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding if Executive (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except
pursuant to court order. Nothing in this Agreement, or any other agreement that Executive has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement that Executive has with the Company shall prohibit or restrict Executive from (A) making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company; or (B) responding to a valid subpoena, court order or similar legal process; provided,
however, that prior to making any such disclosure pursuant to this Section, Executive shall provide the Company with written notice of the subpoena, court order or similar legal process sufficiently in advance of such disclosure to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
10.Voluntariness. Executive agrees that he or she is relying solely upon his or her own judgment; that Executive is over eighteen years of age and is legally competent to sign this Agreement; that Executive is signing this Agreement of his or her own free will; that the Executive has read and understood the Agreement before signing
it; and that Executive is signing this Agreement in exchange for consideration that he or she believes is satisfactory and adequate.
11.Legal Counsel. Executive acknowledges that he or she has been informed of the right to consult with legal counsel and has been encouraged to do so.
12.Complete Agreement/Severability. This Agreement constitutes the complete and final agreement between the parties and supersedes and replaces all prior or contemporaneous agreements, negotiations, or discussions relating to the subject matter of this Agreement. All provisions and portions of this Agreement are severable. If any provision or portion of this Agreement or the application of any provision or portion of the Agreement shall be determined to be invalid or unenforceable to any extent or for any reason,
all other provisions and portions of this Agreement
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shall remain in full force and shall continue to be enforceable to the fullest and greatest extent permitted by law.
13.Acceptance. Executive acknowledges that he or she has been given a period of twenty-one (21) days within which to consider this Agreement, unless applicable law requires a longer period, in which case Executive shall be advised of such longer period and such longer period shall apply. Executive may accept this Agreement at any time within this period of time by signing the Agreement and returning it to the Company.
14.Revocability.
This Agreement shall not become effective or enforceable until seven (7) calendar days after Executive signs it. Executive may revoke his or her acceptance of this Agreement at any time within that seven (7) calendar day period by sending written notice to the Company. Such notice must be received by the Company within the seven (7) calendar day period in order to be effective and, if so received, would void this Agreement for all purposes. This Agreement shall become effective (the “Effective Date”) on the day following the conclusion of the seven (7) calendar day period.
15.Governing Law. Except for issues or matters as to which federal law is applicable, this Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of Utah without giving effect to the conflicts of law principles thereof.
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IN WITNESS WHEREOF, Executive has executed this Agreement as of the date last set forth below.
EXECUTIVE
Date:
Name:
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Dates Referenced Herein and Documents Incorporated by Reference
