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CONFIDENTIAL SEPARATION
AGREEMENT
AND GENERAL RELEASE OF CLAIMS
1. Alfred R. Rudolph
("Employee") was employed by
SciClone Pharmaceuticals, Inc. (the "Company") pursuant to the
terms of an offer letter dated March 24, 1997 (the "Offer
Letter"). The Company entered into an employment agreement with
Employee as of September 10, 2004 which amended and superseded
the Offer Letter with respect to the terms and conditions of
Employee’s employment (the "Employment Agreement"). The
Company has decided to terminate the employment relationship. It is
the Company’s desire to provide Employee with certain
benefits that he would not otherwise be entitled to receive upon
his termination of
employment and to resolve any claims that Employee has or may have
against the Company. Accordingly, Employee and the Company agree as
set forth below. This Agreement will become effective on the eighth
day after it is signed by Employee (the "Effective Date"), provided
that Employee has not revoked this Agreement (by written notice to
Howard Clowes, DLA Piper US LLP) prior to that date.
2. Company hereby terminates
Employee’s employment relationship with the Company, as well
as Employee’s relationship with all the Company’s
subsidiaries (collectively, the "Subsidiaries"), including without
limitation any employment relationship with the Company’s
wholly-owned subsidiary SciClone Pharmaceuticals International Ltd.
("SPIL") and all of SPIL’s subsidiaries, effective as of
November 17, 2006 (the "Termination Date"). Also effective as of
the Termination Date, Employee hereby resigns from any and all
positions that Employee may hold on any Board of Directors of any
of the Subsidiaries or any committees of any such Board of
Directors of any of the Subsidiaries.
3. The Company shall provide
Employee with the following benefits after this Agreement becomes
effective:
(a) A severance payment equal to
twelve (12) months’ pay (the "Severance Period") at
Employee’s final base pay rate (annual base salary of
$351,951.00 and less
applicable withholding) payable in accordance with the
Company’s normal payroll procedures;
(b) A pro-rated Management Bonus
for 2006 of $61,250.00 (as defined in the Offer Letter) based on
Employee’s Management Bonus of $70,000.00 for fiscal year
2005;
(c) If Employee is covered under
the Company’s group health plan (medical, dental, vision) as
of the Termination Date and he
timely elects to continue his
group coverage pursuant to
federal/state law (COBRA) and the terms of the Company’s
group health plan, the Company will pay the applicable COBRA
premiums for the Severance Period and for an additional twelve (12)
month period thereafter, as COBRA is provided in accordance with
the terms of the applicable health plan and the law. Thereafter,
Employee will be solely responsible for the timely payment of the
COBRA premiums; and
(d) Employee signed the
Company’s standard form of indemnity agreement. The Company
agrees that it will obtain tail coverage under its Officers and
Directors liability policy which shall remain in effect for the
three (3) year period following the Termination Date.
1
Employee acknowledges that he
has been paid all wages and
accrued, unused vacation that Employee earned during his
employment with the Company
through the Termination Date. Employee understands and acknowledges
that he shall not be
entitled to any payments or benefits from the Company other than
those expressly set forth in this paragraph 3.
4. Employee and his
successors and assigns
release the Company and its related entities, past and present
affiliates, shareholders, investors, directors, officers,
employees, agents, attorneys, insurers, legal successors and
assigns (the "Released Parties") of and from any and all claims,
actions and causes of action, whether now known or unknown, which
Employee now has, or at any other time had, or shall or may have
against those Released Parties based upon or arising out of any
matter, cause, fact, thing, act or omission whatsoever occurring or
existing at any time up to and including the Termination Date,
including, but not limited to, any claims of breach of contract,
wrongful termination, retaliation, fraud, defamation, infliction of
emotional distress or national origin, race, age, sex, sexual
orientation, disability or other discrimination or harassment under
the Civil Rights Act of 1964, the Age Discrimination In Employment
Act of 1967, the Older Workers Benefit Protection Act, the
Americans with Disabilities Act, the Fair Employment and Housing
Act or any other applicable law (the "Released Matters"). However,
this release is not intended to bar any claims that, by statute,
may not be waived, such as claims for workers’ compensation
benefits, unemployment insurance benefits, and any challenge to the
validity of Employee’s release of claims under the
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