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EXHIBIT
10.1
Curis Inc.
AGREEMENT AND GENERAL
RELEASE
It is hereby agreed by and
between Mary Elizabeth Potthoff (“Employee”) and Curis
Inc. (“Curis”), for good and sufficient consideration
more fully described below that:
1. Employment Status.
The Employee’s employment with Curis is terminated effective
May 17, 2007 (the termination date). As of the termination
date, the Employee’s salary will cease and all Company
benefit programs terminated, except as required by applicable
federal or state law, or otherwise described below.
2. Payment of Earned and
Accrued Vacation Pay. The Employee has received a check in
payment for all salary due through the termination date and all
unused, accrued vacation pay on the termination date.
3. Severance Pay/Benefit
Continuance/Options.
(a) Severance Pay. In
return for the execution of the instant Agreement and General
Release (the “Agreement”), the Employee will receive 26
weeks of severance pay at employee’s current rate of pay, for
a total severance payment of $100,000.00 less all applicable state
and federal taxes. The severance pay will be paid to the Employee
on November 19, 2007 in a single payment in the form of a
check which will be mailed directly to the Employee’s home
address.
(b) Benefits.
Employee’s medical/dental insurance as an employee of Curis
will cease effective May 17, 2007. Employee will immediately
become eligible for continuation of medical/dental coverage
pursuant to COBRA. Curis will pay the COBRA premium until
Employee’s severance period ends on November 18, 2007.
At the end of the severance period, the Employee is eligible to
continue coverage for the balance of the total eighteen
(18) month COBRA period provided that Employee pays the COBRA
premium. In the event Employee obtains alternate employment during
this period, Curis medical/dental coverage will cease to the extent
permitted by COBRA. The Employee will receive further COBRA
information under separate cover. Life Insurance, Short Term
Disability and Long Term Disability end on the termination date. A
conversion option for Life Insurance and Long Term Disability is
available. Details of policy conversion will be provided during the
exit interview or upon request.
(c) Restricted
Stock/Options. For all Employee-held stock options, the
Employee is entitled to exercise the vested portion of his/her
stock option within ninety (90) days of the termination date,
except for stock option CU000534, dated September 2, 2002,
whereby the 43,750 vested shares of common stock that were not
exercised under this award may be exercised through May 17,
2008, and in the event such stock option is not exercised by
May 17, 2008, all 43,750 shares shall expire and thereafter be
unexercisable. The employee will not continue to vest after the
termination date.
4. Company Files,
Documents and Other Property. No later than the termination
date, the Employee will return to Curis any keys, credit cards or
other items that he/she might have in his/her possession that are
the property of Curis. No later than the termination date, the
Employee will return all Curis files, reports, books, data and
other documents.
5.
Releases.
(a) In exchange for the
compensation described in Section 3 and other good and
valuable consideration, receipt of which is hereby acknowledged,
the Employee hereby agrees that his/her representatives, agents,
estates, successors and assigns release and forever discharge
Curis, its affiliates, divisions, subsidiaries, parent companies,
predecessors, successors and assigns, and the officers, trustees,
employees, agents, managers, supervisors, representatives and
attorneys, of all such entities, in their professional and/or
official capacities for Curis, and their personal/individual
capacities to the extent related to matters related to
Employee’s employment and/or termination from employment (the
“Releasees”), from any and all actions or causes of
action, suits, claims, complaints, contracts, liabilities,
agreements, promises, debts and damages, whether existing or
contingent, of any nature whatsoever, known or unknown
(“claims”),
including but not limited to
those claims which arose out of the Employee’s employment
with or his/her termination of employment from Curis, to the extent
such claims arose on or before the date this Agreement was
executed. This release is intended by the Employee and Curis to be
all encompassing and to act as a full and total release of any
claims that the Employee may have or has had against the Releasees,
including, but not limited to, any claim under any federal or state
law or regulation dealing with either employment or employment
discrimination such as those laws or regulations concerning
discrimination on the basis of age, including but not limited to
the Age Discrimination in Employment Act of 1967, as amended, 29
United States Code Section 621, et seq., race, color, creed,
sex, sexual preference, religion, national origin, handicap status,
or status as a disabled or Vietnam era veteran; any contract,
whether oral or written, express or implied; or under the common
law of any jurisdiction, which arose out of the Employee’s
employment with or termination of employment from Curis, to the
extent such claims arose on or before the date this Agreement was
executed, provided however that nothing in this section 5(a) shall
prevent Employee from bringing any legal action to for the purpose
of enforcing any obligations of Curis to Employee under this
Agreement. Employee does not release Curis from any obligation to
indemnify Employee under the Offer Letter of July 25,
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