Exhibit 10.1
CONFIDENTIAL SEPARATION
AGREEMENT AND GENERAL RELEASE
This Confidential Separation
Agreement and General Release (“Agreement”) is made and
entered into by and between Redpoint Bio Corporation
(“Company”) and Scott Siegel
(“Employee”).
WHEREAS, Employee has been employed
by the Company as the Vice President of Corporate Development since
October 11, 2007, pursuant to an Offer Letter between Company
and Employee, dated September 10, 2007 (the “Offer
Letter”) (as amended via letter dated December 19,
2008);
WHEREAS, the employment of Employee
by Company has been terminated Without Cause as defined in the
Offer Letter effective as of February 4, 2009 (the
“Termination Date”); and
WHEREAS, in connection with the
termination of Employee’s employment with the Company,
Employee and the Company desire to evidence the terms of certain
agreements that have been reached between Employee and the Company
regarding equity and other compensation and payments, on the terms
and conditions set forth in this Agreement.
IT IS HEREBY AGREED, by and between
Employee and Company, as follows:
1.
In consideration of Employee’s execution and non-revocation
of this Agreement, Employee’s agreement to be legally bound
by its terms, and Employee’s undertakings as set forth
herein, the Company will provide Employee with the severance
payment and benefits set forth below:
a.
The Company will pay Employee his base salary at the rate of
$222,888 for a period of twelve (12) months (the “Severance
Payment”),
commencing within thirty (30) days
following the Termination Date, in accordance with the
Company’s regular payroll practices (“the Severance
Period”). All requisite statutory withholdings and
authorized deductions, will be made from any payments made to
Employee pursuant to this Paragraph;
b.
The Company shall provide Employee with medical and dental coverage
at the level in effect as of the Termination Date (or generally
comparable coverage) for Employee and, where applicable,
Employee’s spouse and dependents, on the same terms as such
coverage is available to employees of the Company generally, at the
same premium rates as may be charged from time to time for
employees of the Company generally, as if Employee had continued in
employment until the end of the twelve (12) month period following
the Termination Date. The COBRA health care continuation
coverage period under section 4980B of the Internal Revenue Code of
1986, as amended (the “Code”), or any replacement or
successor provision of United States tax law, shall run
concurrently with the period of continued coverage following the
Termination Date.
c.
Notwithstanding any provision to the contrary in any applicable
plan, program or agreement, Employee’s stock options, if any,
that are outstanding as of the Termination Date which would have
vested and become exercisable during the twelve (12) month period
following the Termination Date will become fully vested and
exercisable as of the Termination Date.
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2.
Other than the payments set forth in Paragraph 1 above, Employee
expressly agrees that Employee has been paid all remuneration owed
to Employee as a result of Employee’s employment with
Company, or the termination of that employment, including but not
limited to all accrued salary, vacation pay, bonus pay,
profit-sharing, stock options, stock, expenses, termination
benefits, accrued or unaccrued commissions, or any other
compensation.
3.
Employee, on behalf of himself or herself, and Employee’s
heirs, executors, administrators, and/or assigns, does hereby
RELEASE AND FOREVER DISCHARGE the Company, together with its
parents, subsidiaries, affiliates, predecessors, and successor
corporations and business entities, past, present and future, and
its and their agents, directors, officers, employees, shareholders,
insurers and reinsurers, and employee benefit plans (and the
trustees, administrators, fiduciaries, insurers, and reinsurers of
such plans) past, present and future, and their heirs, executors,
administrators, predecessors, successors, and assigns
(collectively, the “ RELEASEES ”), of and from
any and all legally waivable claims, causes of actions, suits,
lawsuits, debts, and demands whatsoever in law or in equity, known
or unknown, suspected or unsuspected, which Employee ever had, now
has or which Employee’s heirs, executors administrators, or
assigns hereafter may have from the beginning of time to the date
Employee executes this Agreement, and including, without
limitation, any claims arising from or relating to Employee’s
employment relationship with Company, and the termination of such
relationship, including, without limitation, any claims arising
under the Age Discrimination in Employment Act
(“ADEA”), Title VII of the Civil Rights Act of 1964
(“Title VII”), the Americans with Disabilities Act
(“ADA”), the Employee
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Retirement Income Security Act
(“ERISA”), the Family and Medical Leave Act
(“FMLA”), the New Jersey Law Against Discrimination
(“NJLAD”), the Conscientious Employee Protection Act
(“CEPA”), the New Jersey Family Leave Act, the New
Jersey Equal Pay Act, the New Jersey Wage and Hour Law, the New
Jersey Wage Payment Act, the New Jersey Constitution, the common
law of the State of New Jersey, and any and all other federal,
state, or local constitutional, statutory, regulatory, or common
law causes of action now or hereafter recognized, and any claims
for attorneys’ fees and costs. Nothing in this
Agreement shall waive rights or claims that arise after the date
that Employee executes this Agreement.
4.
Employee hereby agrees and recognizes that Employee’s
employment relationship with Company has been completely severed as
of the Termination Date, and that neither Company nor the Releasees
have any obligation, contractual or otherwise, to hire, rehire or
re-employ Employee in the future.
5.
Employee hereby acknowledges and agrees that Employee previously
entered into an Agreement Regarding Confidentiality and Inventions,
dated September 10, 2007 (the “Confidentiality
Agreement”). Even if Employee does not sign this
Agreement, Employee would still have continuing obligations under
the Confidentiality Agreement. The Confidentiality Agreement
is amended as provided in Paragraph 15 below.
6.
Employee has returned to Company all items of property provided
by
