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and superseded the Offer Letter with respect to the terms and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.
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 c
