Exhibit 10.1
AGREEMENT AND GENERAL
RELEASE
Theravance, Inc. (collectively
referred to throughout this Agreement as “Employer”),
and Archie Campbell, 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
December 5, 2008 (“Separation Date”).
Employee will be paid at his present rate of base pay through his
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 property 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
$14,124.42 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 $197,741.88, 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.
After
Theravance receives Employee’s signed Agreement and General
Release, the Enhanced Severance Payment will be sent to Employee on
January 30, 2009, provided Employee has not revoked his
acceptance pursuant to Paragraph 9 of this Agreement. For purposes
of Section 409A of the Internal Revenue Code of 1986, as
amended, each of the Basic Severance Payment and the Enhanced
Severance Payment is hereby designated as a separate payment.
If this Agreement and General Release has not been signed and
become effective by January 30, 2009, then the offer of
Enhanced Severance contained herein is withdrawn.
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 the earliest of
1
(a) December 31, 2009,
(b) the expiration of Employee’s continuation coverage
under COBRA or (c) the date Employee becomes eligible for
health insurance in connection with new employment.
Thereafter, Employee shall be entitled to elect to continue such
COBRA coverage for the remainder of the COBRA period, at his own
expense.
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:
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Title VII of the Civil
Rights Act of 1964, as amended;
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The Civil Rights Act of
1991;
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Sections 1981 through
1988 of Title 42 of the United States Code, as amended;
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The Employee Retirement
Income Security Act of 1974, as amended;
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The Immigration Reform
and Control Act, as amended;
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The Americans with
Disabilities Act of 1990, as amended;
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The Age Discrimination
in Employment Act of 1967, as amended;
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The Workers Adjustment
and Retraining Notification Act, as amended;
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The Occupational Safety
and Health Act, as amended;
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The California Fair
Employment and Housing Act, as amended;
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