Exhibit 10.1
SEPARATION AGREEMENT AND
RELEASE
RECITALS
This Separation Agreement and
Release (“Agreement”) is made by and between Mark
Robillard (Employee”) and Pharsight Corporation
(“Company”) (jointly referred to as the
“Parties”):
WHEREAS, Employee was employed by
the Company;
WHEREAS, the Company and Employee
entered into a Proprietary Information and Inventions Agreement
(the “Confidentiality Agreement”);
WHEREAS, Employee’s employment
was terminated on January 15, 2005 (the “Termination
Date”);
WHEREAS, the Company and Employee
have entered into stock option agreements dated October 26, 2001,
April 24, 2003 and April 21, 2004 granting the Employee the option
to purchase shares of the Company’s common stock subject to
the terms and conditions of the Company’s 2000 Equity
Incentive Plan, as amended, and the Stock Option Agreement (the
“Stock Option Agreements”); and
WHEREAS, the Company and Employee
have entered into the Indemnity Agreement dated March 31, 2003
(“Indemnity Agreement”).
WHEREAS, the Parties wish to resolve
any and all disputes, claims, complaints, grievances, charges,
actions, petitions and demands that the Employee may have against
the Company, including, but not limited to, any and all claims
arising or in any way related to Employee’s employment with
or separation from the Company;
NOW THEREFORE, in consideration of
the promises made herein, the Parties hereby agree as
follows:
COVENANTS
1. Consideration . The
Company agrees to pay Employee the equivalent of his/her base
salary, less applicable withholding, for a period of six (6) months
from the Termination Date. The first payment will be made on the
first regular payroll date following the Effective Date of this
Agreement and will continue, thereafter, in accordance with the
Company’s regular payroll practices, for six (6) months (the
“Payment Period”). During the Payment Period, Employee
will not be entitled to accrual of any employee benefits,
including, but not limited to, vesting in stock options or vacation
benefits.
2. Stock . The Parties agree
that for purposes of determining the number of shares of the
Company’s common stock which Employee is entitled to purchase
from the Company, pursuant to the exercise of outstanding options,
the Employee will be considered to have vested only up to the
Termination Date. Employee acknowledges that as of the Termination
Date, he will have vested in 139,583 options and no more. The
exercise of any stock options shall continue to be subject to the
terms and conditions of the Stock Option Agreements.
3. Benefits .
Employee’s health insurance benefits will continue for a
period of six (6) months, and will cease on July 31, 2005, subject
to Employee’s right to continue his health insurance under
COBRA. Employee’s participation in all other benefits and
incidents of employment ceased on the Termination Date. Employee
ceased accruing employee benefits, including, but not limited to,
vacation time and paid time off, as of the Termination
Date.
4. Confidential Information .
Employee shall continue to maintain the confidentiality of all
confidential and proprietary information of the Company and shall
continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company.
Employee shall return all of the Company’s property and
confidential and proprietary information in his possession to the
Company. By signing this Agreement, Employee represents and
declares under penalty of perjury under the laws of the State of
California that he has returned all Company property.
5. Payment of Salary .
Employee acknowledges and represents that the Company has paid all
salary, wages, bonuses, accrued vacation, commissions and any and
all other benefits due to Employee.
6. Release of Claims .
Employee agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Employee
by the Company and its officers, managers, supervisors, agents and
employees. Employee, on his own behalf, and on behalf of his/her
respective heirs, family members, executors, agents, and assigns,
hereby fully and forever releases the Company and its officers,
directors, employees, agents, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns (the
“Releasees”), from, and agree not to sue concerning,
any claim, duty, obligation or cause of action relating to any
matters of any kind, whether presently known or unknown, suspected
or unsuspected, that Employee may possess arising from any
omissions, acts or facts 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 Employee’s employment relationship with the
Company and the termination of that relationship;
(b) any and all claims relating to,
or arising from, Employee’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 under the law
of any jurisdiction including, but not limited to, wrongful
discharge of employment; constructive discharge from employment;
termination in violation of public policy; discrimination; breach
of contract, both express and implied; breach of a covenant of good
faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional
distress; 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; and conversion;
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Mark Robillard
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Page 2 of 7
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January 15, 2005
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(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 Age Discrimination in Employment Act of
1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974,
The Worker Adjustment and Retraining Notification Act, the Older
Workers Benefit Protection Act; the Family and Medical Leave Act;
the California Family Rights Act; the California Fair Employment
and Housing Act, and the California Labor Code, including, but not
limited to Labor Code sections 1400-1408;
(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 discrimination;
(g) any claim for any loss, cost,
damage, or expense arising out of any dispute over the
non-withholding or other tax treatment of any of the proceeds
received by Employee as a result of this Agreement; and
(h) any and all claims for
attorneys’ fees and costs.
The Company and Employee agree 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.
7. Acknowledgement of Waiver of
Claims Under ADEA . Employee acknowledges that he/she is
waiving and releasing any rights he/she may have under the Age
Discrimination in Employment Act of 1967 (“ADEA”) and
that