Exhibit 10.42
AGREEMENT AND GENERAL
RELEASE
Theravance, Inc. (collectively
referred to throughout this Agreement as “Employer”),
and Michael Kitt, his heirs, executors, administrators, successors,
and assigns (collectively referred to throughout this Agreement as
“Employee”), agree that:
1. Last Day of
Employment :
Employee’s last day of employment with Employer is
June 21, 2008 (“Separation Date”). Employee
will be paid at his present rate of base pay through their last day
of employment. On Employee’s Separation Date, he will
also receive any accrued but unused vacation pay.
Prior to his last day of employment,
Employee must return to Employer all documents (paper and
electronic, including all copies of the same) and all other
property in Employee’s possession or custody in any way
relating to the business of the Employer. Such property
includes, but is not limited to, any computer or other electronic
equipment that has been provided to Employee by Employer. An
Employee’s failure to return company shall forfeit the
Employee’s eligibility to receive severance per the terms of
this Agreement and General Release.
2. Basic Severance
Payment: If Employee does not enter into this Agreement,
Employer will pay Employee the equivalent of two (2) weeks of
Employee’s last base pay, which equals the gross amount of
$14,700.00 and will be subject to all applicable withholding taxes
(the “Basic Severance Payment”). The Basic
Severance Payment will automatically be paid on the Separation Date
and does not constitute consideration for the signing of this
Agreement and General Release.
3. Consideration
:
In
consideration for signing this Agreement and General Release and
compliance with the promises made herein, Employer
agrees:
A.
Enhanced Severance Payment:
Following the
Separation Date, Theravance will pay Employee a lump sum
equivalent to 28 weeks of Employee’s last base pay, which
equals the gross amount of $205,800.00, and will be subject to all
applicable withholding taxes (the “Enhanced Severance
Payment”). Theravance will not accept a signed Agreement
and General Release prior to the Separation Date.
The
Enhanced Severance Payment will be sent to Employee w ithin ten
(10) days after Theravance receives Employee’s signed
Agreement and General Release, provided Employee has not revoked
his/her acceptance pursuant to Paragraph 9 of this
Agreement.
B.
COBRA: if Employee elects to continue medical,
dental and/ or vision coverage under the Theravance Plan in
accordance with the continuation requirements of COBRA, the
Employer shall pay for the cost of said coverage beginning on the
first day of the month following the Employee’s last day of
employment and ending on January 31, 2009. Thereafter,
Employee shall be entitled to elect to continue such COBRA coverage
for the remainder of the COBRA period, at his own
expense.
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4. No Consideration Absent
Execution of this Agreement : Employee understands
and agrees that he would not receive the monies and/or benefits
specified in paragraph “3” above, except for his
execution of this Agreement and General Release and the fulfillment
of the promises contained herein.
5. General Release of
Claims : Employee knowingly
and voluntarily releases and forever discharges Employer, its
parent corporation, affiliates, subsidiaries, divisions, successors
and assigns and the current and former employees, attorneys,
officers, directors and agents thereof (collectively referred to
throughout the remainder of this Agreement as
“Employer”), of and from any and all claims, known and
unknown, which the Employee has or may have against Employer as of
the date of execution of this Agreement and General Release,
including, but not limited to, any alleged violation
of:
·
Title VII of the Civil Rights Act of
1964, as amended;
·
The Civil Rights Act of
1991;
·
Sections 1981 through 1988 of Title
42 of the United States Code, as amended;
·
The Employee Retirement Income
Security Act of 1974, as amended;
·
The Immigration Reform and Control
Act, as amended;
·
The Americans with Disabilities Act
of 1990, as amended;
·
The Age Discrimination in Employment
Act of 1967, as amended;
·
The Workers Adjustment and
Retraining Notification Act, as amended;
·
The Occupational Safety and Health
Act, as amended;
·
The California Fair Employment and
Housing Act, as amended;
·
The California Labor
Code;
·
California Equal Pay Law, as
amended;
·
Any other federal, state or local
civil or human rights law or any other local, state or federal law,
regulation or ordinance;
·
Any claim based on violation of
public policy, breach of contract, tort, or a
