CONFIDENTIAL
SEPARATION AGREEMENT
AND GENERAL RELEASE OF ALL CLAIMS
This
Confidential Separation Agreement and General Release of All Claims
(“Separation Agreement”) is made by and between
ADVENTRX Pharmaceuticals, Inc. (“ADVENTRX”) and Joan
Robbins (“Employee”) with respect to the following
facts:
A. Employee
is currently employed by ADVENTRX.
B. ADVENTRX
is restructuring and is terminating Employee’s employment. As
a result, Employee’s employment with ADVENTRX will terminate
effective October 14, 2008 (“Separation Date”),
though Employee will be paid through October 17, 2008.
ADVENTRX wishes to reach an amicable separation with Employee and
assist Employee’s transition to other
opportunities.
C. The
parties desire to settle all claims and issues that have, or could
have, been raised in relation to Employee’s employment with
ADVENTRX and arising out of or in any way related to the acts,
transactions or occurrences between Employee and ADVENTRX to date,
including, but not limited to, Employee’s employment with
ADVENTRX and the termination of that employment, on the terms set
forth below.
THEREFORE,
in consideration of the promises and mutual agreements hereinafter
set forth, it is agreed by and between the undersigned as
follows:
1.
Severance Package . ADVENTRX agrees to provide Employee with
the following payments and benefits (“Severance
Package”) to which Employee is not otherwise entitled.
Employee acknowledges and agrees that this Severance Package
constitutes adequate legal consideration for the promises and
representations made by Employee in this Separation
Agreement.
1.1
Severance Payment . ADVENTRX agrees to provide Employee with
a severance payment of $123,615, less all applicable taxes and
withholdings (“Severance Payment”). Assuming this
Severance Agreement is timely signed and delivered and not revoked,
the Severance Payment (other than the final installment) will be
made in 11 substantially equal installments payable over a period
of 5.5 months in accordance with the Company’s standard
payroll practices, beginning the first payday following the
Effective Date as described below in paragraph 10
(“Severance Period”).
1.2
Health Benefit Allowance . ADVENTRX agrees to provide
Employee with a health benefit allowance of $8,309, which the
Employee may use, at Employee’s discretion, to pay the
premiums required to continue Employee’s group health care
coverage under the applicable provisions of the Consolidated
Omnibus Budget Reconciliation act of 1985 (“COBRA”) or
any other health care-related expenses. This health benefit
allowance will be paid in the same manner as the Severance Payment
and will be subject to all applicable taxes and
withholdings.
2.
Transition Assistance . During the Severance Period,
Employee agrees to make herself/himself available, as needed,
without any additional compensation, to answer business-related
questions by telephone or in person as deemed reasonably necessary
by ADVENTRX. Employee acknowledges and agrees that failure to
provide this transition assistance is a material breach of this
Separation Agreement and ADVENTRX shall immediately cease providing
the payments and benefits in the Separation Package to the extent
those payments and benefits have not yet been made provided to
Employee.
3.
General Release . Employee unconditionally, irrevocably and
absolutely releases and discharges ADVENTRX, and any parent and
subsidiary corporations, divisions and affiliated corporations,
partnerships or other affiliated entities of ADVENTRX, past and
present, as well as ADVENTRX’s employees, officers,
directors, agents, successors and assigns (collectively,
“Released Parties”), from all claims related in any way
to the transactions or occurrences between them to date, to the
fullest extent permitted by law, including, but not limited to,
Employee’s employment with ADVENTRX, the termination of
Employee’s employment, and all other losses, liabilities,
claims, charges, demands and causes of action, known or unknown,
suspected or unsuspected, arising directly or indirectly out of or
in any way connected with Employee’s employment with
ADVENTRX. This release is intended to have the broadest possible
application and includes, but is not limited to, any tort,
contract, common law, constitutional or other statutory claims,
including, but not limited to alleged violations of the California
Labor Code or the federal Fair Labor Standards Act, Title VII
of the Civil Rights Act of 1964 and the California Fair Employment
and Housing Act, the Americans with Disabilities Act, the Age
Discrimination in Employment Act of 1967, as amended, and all
claims for attorneys’ fees, costs and expenses. Employee
expressly waives Employee’s right to recovery of any type,
including damages or reinstatement, in any administrative or court
action, whether state or federal, and whether brought by Employee
or on Employee’s behalf, related in any way to the matters
released herein. However, this general 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, statutory indemnity and any challenge to the validity of
Employee’s release of claims under the Age Discrimination in
Employment Act of 1967, as amended, as set forth in this Separation
Agreement.
4.
California Civil Code Section 1542 Waiver . Employee
expressly acknowledges and agrees that all rights under
Section 1542 of the California Civil Code are expressly
waived. That section provides:
A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
5.
Representation Concerning Filing of Legal Actions . Employee
represents that, as of the date of this Separation Agreement,
Employee has not filed any lawsuits, charges, complaints,
petitions, claims or other accusatory pleadings against ADVENTRX or
any of the other Released Parties in any court or with any
governmental agency.
6.
Nondisparagement . Employee agrees that Employee will not
make any voluntary statements, written or oral, or cause or
encourage others to make any such statements that defame, disparage
or in any way criticize the personal and/or business reputations,
practices or conduct of ADVENTRX or any of the other Released
Parties.
2
7.
Confidentiality and Return of ADVENTRX Property; Surviving
Obligations . Employee understands and agrees that as a
condition of receiving the Severance Package described in
paragraph 1,
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