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Exhibit
10.27
AGREEMENT AND GENERAL
RELEASE
For good and valuable
consideration, rendered to resolve and settle finally, fully and
completely all matters that now or may exist between them, the
parties below enter this Agreement and General Release.
1. Parties . The
parties to this Agreement are Janet I. Swearson, her heirs,
representatives, successors and assigns (hereinafter referred to
collectively as “Ms. Swearson”) and Threshold
Pharmaceuticals, Inc. and/or any of its successors, subsidiaries,
affiliates, parents, and related companies (hereinafter referred to
collectively as “Threshold”).
2. Termination of
Employment . Ms. Swearson acknowledges and agrees that her
employment relationship with Threshold will end, effective
August 31, 2006 (the “Termination Date”).
Ms. Swearson shall continue to receive her current salary and
benefits up to and including the Termination Date.
3. Severance Benefits
. As consideration for the promises and covenants of
Ms. Swearson set forth in this Agreement, Threshold shall
provide Ms. Swearson with the following benefits (the
“Severance Benefits”):
a. Severance Payment .
Pursuant to the Change of Control Severance Agreement
Ms. Swearson (the “Severance Agreement”),
Threshold shall provide Ms. Swearson with a severance payment
in the amount of $325,000, which is equivalent to twelve
(12) months of Ms. Swearson’s regular pay, less
applicable withholding taxes, in a lump sum (the “Severance
Payment”). Said Severance Payment shall be delivered to
Ms. Swearson within fourteen (14) calendar days following
Threshold’s receipt of the signed and dated
Agreement.
b. Continued Insurance
. In addition to the severance payment to which Ms. Swearson
is entitled under the Severance Agreement, Threshold shall provide
Ms. Swearson with the following benefit. If Ms. Swearson
makes a timely and accurate election and is and remains eligible to
continue her current group medical, dental and vision insurance
coverage pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended, (“COBRA”), Threshold will pay
the applicable premiums for Ms. Swearson and her eligible
dependents to provide coverage for the four month period following
the Termination Date.
4. Consultant Services
. As consideration for the promises and covenants set forth in this
Agreement, Ms. Swearson agrees to assist Threshold as a
consultant for the
four month period following the
Termination Date (the “Consulting Period”). During the
Consulting Period, Ms. Swearson agrees to provide assistance
to Threshold as an independent contractor and not as an agent or an
employee of Threshold. To the extent allowable under the applicable
stock option plan, the parties intend that
Ms. Swearson’s unvested stock options will continue to
vest and the right of repurchase by the Company with respect to
certain shares of the Company’s common stock held by
Ms. Swearson will continue to lapse, in accordance with their
respective terms during the Consulting Period.
5. No Other Payments
Due. Ms. Swearson acknowledges and agrees that upon
payment of her salary due and unpaid for the month of August and
accrued vacation in the amount of $43,750 as of the Termination
Date, she shall have received all salary, accrued vacation, and
bonuses, due to her resulting from her employment with the Company,
other than the Severance Benefits to be provided by Paragraph 3 of
this Agreement.
6. Release of Claims by
Ms. Swearson . In exchange for the promises contained in
this Agreement, Ms. Swearson hereby waives, releases and
forever discharges, and agrees that she will not in any manner
institute, prosecute or pursue, any and all complaints, claims,
charges, or causes of action, whether in law or in equity, which
she asserts or could assert, at common law or under any statute,
rule, regulation, order or law, whether federal, state, or local,
or on any grounds whatsoever, including but not limited to, any
claims under Title VII of the 1964 Civil Rights Act, the Age
Discrimination in Employment Act, the California Fair Employment
and Housing Act, Government Code §12900 et seq. , the
California Labor Code, the Americans with Disabilities Act, the
California Family Leave Act, and the Employment Retirement Income
Security Act of 1974, against Threshold and any of
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