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Exhibit
10.39
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 Michael Brawer, his heirs,
representatives, successors and assigns (hereinafter referred to
collectively as “Mr. Brawer”) 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 . Mr. Brawer acknowledges and agrees that his
employment relationship with Threshold will end, effective
November 2, 2007 (the “Termination Date”).
Mr. Brawer shall continue to receive his current salary and
benefits up to and including the Termination Date.
3. Severance Benefits
. As consideration for the promises and covenants of
Mr. Brawer set forth in this Agreement, Threshold shall
provide Mr. Brawer with the following benefits (the
“Severance Benefits”):
a. Severance Payment .
In light of the Change of Control Severance Agreement
Mr. Brawer executed on November 3, 2006 (the
“Severance Agreement”), Threshold shall provide
Mr. Brawer with a severance payment in the amount of $
325,000.08, which is equivalent to twelve (12) months of
Mr. Brawer’s regular pay, less applicable withholding
taxes, in a lump sum (the “Severance Payment”). Said
Severance Payment shall be delivered to Mr. Brawer within
fourteen (14) calendar days following Threshold’s
receipt of the signed and dated Agreement.
b. Continued Medical
Insurance . In addition to the Severance Payment, Threshold
will pay the applicable premiums for Mr. Brawer and his
eligible dependents to provide medical insurance coverage for the
four month period following Mr. Brawer’s termination
month (December 1, 2007-March 31, 2008) if Mr. Brawer
makes a timely and accurate election and is and remains eligible to
continue his current group medical insurance coverage pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended, (“COBRA”).
4. Consultant
Indemnification . As further consideration for the promises and
covenants set forth in this Agreement, Threshold agrees to defend
and indemnify Mr. Brawer against any claims or lawsuits
brought against him arising out of the work he performed for
Threshold as a consultant for the period from June 2, 2005
through November 2, 2006. For the period from November 3,
2006 through November 2, 3007, Threshold further agrees to
defend and indemnify Mr. Brawer against any claims arising out
of the work he performed for Threshold as an employee to the full
extent provided under any Threshold documents or policies or
applicable law.
5. No Other Payments
Due . Mr. Brawer acknowledges and agrees that he has
received all salary, accrued vacation, bonuses, or other such sums
due to him other than the Severance Benefits to be provided by
Paragraph 3 of this Agreement.
6. Release of Claims by
Mr. Brawer . In exchange for the promises contained in
this Agreement, Mr. Brawer hereby waives, releases and forever
discharges, and agrees that he 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 he 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 Mr. Brawer’s
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 in all cases arising prior to execution of this Agreement by
Mr. Brawer. This Agreement does not release claims that cannot
be released as a matter of law, including, but not limited to,
claims under Division 3, Article 2 of the California Labor Code
(which includes indemnification rights), nor does it release any
rights t
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