|
Exhibit
10.37
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 Cathy Davis, her heirs,
representatives, successors and assigns (hereinafter referred to
collectively as “Ms. Davis”) 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. Davis acknowledges and agrees that her
employment relationship with Threshold will end, effective
November 2, 2007 (the “Termination Date”).
Ms. Davis 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. Davis set forth in this Agreement, Threshold shall provide
Ms. Davis with the following benefits (the “Severance
Benefits”):
a. Severance Payment .
In light of the Change of Control Severance Agreement
Ms. Davis executed on 4/2/07 (the “Severance
Agreement”), Threshold shall provide Ms. Davis with a
severance payment in the amount of $ 250,000.08, which is
equivalent to twelve (12) months of Ms. Davis’
regular pay, less applicable withholding taxes, in a lump sum (the
“Severance Payment”). Said Severance Payment shall be
delivered to Ms. Davis within fourteen (14) calendar days
following Threshold’s receipt of the signed and dated
Agreement.
b. Continued Medical
Insurance . In addition to the Separation Payment, Threshold
will pay the applicable premiums for Ms. Davis and her
eligible dependents to provide coverage for the four month period
following Ms. Davis termination month (December 1,
2007-March 31, 2008) if Ms. Davis makes a timely and
accurate election and is and remains eligible to continue her
current group medical insurance coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended,
(“COBRA”).
4. Consultant
Services . As consideration for the promises and covenants set
forth in this Agreement, Ms. Davis agrees to assist Threshold
as a consultant for the twelve month period following the
Termination Date (the “Consulting Period”) at an hourly
rate of two hundred (200) dollars. During the Consulting
Period, Ms. Davis 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. Davis’ 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. Davis will continue to lapse, in
accordance with their respective terms during the Consulting
Period. The consulting period can be terminated by either party at
any time during the Consulting Period.
5. No Other
Payments Due. Ms. Davis acknowledges and agrees that she
has received all salary, accrued vacation, bonuses, or other such
sums due to her other than the Severance Benefits to be provided by
Paragraph 3 of this Agreement.
6. Release of
Claims by Ms. Davis . In exchange for the promises
contained in this Agreement, Ms. Davis 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 its or their
current or former, owners, shareholders, agents, employee benefit
plans, representatives, servants, employees, attorneys, successors,
predecessors, and assigns (collectively referred to as
“Released Parties”) with respect to any event, matter,
claim, damage or injury arising out of Ms. Davis’
employment relationship with Threshold, and the termination of such
employment relationship, under or relating to any other agreement,
express or implied, and with respect to any other claim, matter, or
event arising prior to execution of this Agreement by
Ms. Davis. This Agreement does not release claims that cannot
be released as a matter of law, including, but not
limite
|
