<PAGE>
Exhibit 10.1
RELEASE AGREEMENT
Dated this 5th day of April, 2007
Between:
DR. OREN BECKER
Identity no. 056528177
Residing at 12 Motza Haktana Street, Mevaseret Zion, Israel
("Oren Becker ")
of the first part
And between: EPIX
PHARMACEUTICALS LTD. Identity no. 512864307
Located at S.A.P. Building, 3 Hayetzira St., Ramat-Gan, Israel
("EPIX Pharmaceuticals Ltd. / THE COMPANY")
of the second part
Whereas Oren Becker was employed by EPIX Pharmaceutical
Ltd.(formerly known as
Predix Pharmaceuticals, Ltd.) as of November 1st, 2000 following an
employment
agreement dated October 31st, 2000(the "EMPLOYMENT AGREEMENT");
and
Whereas, the parties have reached an agreement regarding the
termination of Oren
Becker employment with the Company according to the terms and
conditions
expressly provided herein, in this release agreement (the "RELEASE
Agreement");
and
Whereas, the parties agree that such Release Agreement shall
constitute a final
settlement between the parties in regards to Oren Becker employment
and/or
termination of employment with EPIX Pharmaceuticals Ltd.
thereof;
NOW, THEREFORE, it is hereby declared, covenanted and agreed
between the parties
as follows:
1. The
preamble to this Release Agreement constitutes an integral part
hereof.
2. As
of April 19th, 2007 (the "TERMINATION DATE") - Oren Becker's
employment with the Company shall cease, and the
employee-employer
relationships and Employment Agreement with the Company shall
be
terminated.
3.
Notice period: The period commencing on February 18, 2007 and
until
Termination Date - shall be considered as a prior notice period
for
termination (the: "PRIOR NOTICE PERIOD"). During the Prior
Notice
Period the Company shall pay Oren Becker his regular salary and
all
other social benefits as prescribed under the Employment
Agreement.
Oren Becker shall not be required to report to any Company facility
or
otherwise perform services on behalf of the Company, unless
otherwise
instructed by the Company. Oren Becker agrees that during the
Prior
Notice Period, he will notify Yifat Bar at least twenty-four (24)
hours
in advance if he needs to
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visit any Company facility or perform any services on behalf of
the
Company.
4.
Options:
4.1.
Until Termination Date, and within 90 (Ninety) days after
Termination Date, Oren Becker shall be entitled to exercise
all of his vested options to purchase Common Stock of EPIX
Pharmaceuticals, Inc. which were granted to Oren Becker in
accordance with any and all option agreements entered into
between Oren Becker and the Company during Oren Becker's
employment with the Company (the "Options"). Options, which
shall vest during the period as of the date of this Release
Agreement and until Termination Date, may be exercised by Oren
Becker within 90 (Ninety) days after Termination Date. For the
avoidance of doubt, after such period - unexercised Options
will immediately expire and terminate, and thereafter, Oren
Becker shall no longer have any right to exercise such
remaining unexercised Options.
4.2.
The following summarizes all granted Options pursuant to the
Predix 2003 Stock Incentive Plan and the EPIX 1992 Stock
Incentive Plan to purchase Common Stock of EPIX
Pharmaceuticals, Inc. held by Oren Becker that have not been
exercised
as of the date of this Release Agreement and that
shall vest as of the Termination Date.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
GRANT DATE GRANTED
PRICE
CURRENTLY
CURRENTLY VESTED AS OF
VESTED UNVESTED
TERMINATION DATE
--------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
8/11/2003
10,527 $2.18
7,895
2,632
7,895
--------------------------------------------------------------------------------
8/11/2003
5,045 $2.18
5,045
0
5,045
--------------------------------------------------------------------------------
4/29/2004
1,836 $2.18
1,262
574
1,262
--------------------------------------------------------------------------------
9/23/2004
95,698 $0.98
95,698
0
95,698
--------------------------------------------------------------------------------
9/23/2004
22,456 $0.98
22,456
0
22,456
--------------------------------------------------------------------------------
1/18/2005
69,549 $0.98
36,223
33,326
39,121
--------------------------------------------------------------------------------
4/28/2005
10,948 $1.74
4,334
6,614
4,790
--------------------------------------------------------------------------------
9/19/2006
35,000 $5.31
2,188
32,812
4,375
--------------------------------------------------------------------------------
</TABLE>
The exercise of any Options shall be subject to the terms of
Sections 4.1 and 5 of this Release Agreement.
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4.3.
Except specified in this Section 4 of this Release Agreement,
the terms and
conditions of any and all other stock option
agreements entered into between Oren Becker and the Company
during Oren Becker's employment with the Company are not
modified in any way and remain subject to the terms of the
Predix 2003 Stock Incentive Plan or the Amended and Restated
1992 Equity Incentive Plan, respectively, or any applicable
predecessor or successor plans. For the avoidance of doubt,
the vesting of all Options granted under the Amended and
Restated 1992 Equity Incentive Plan shall not be accelerated
hereunder and shall terminate on the Termination Date, and all
such unvested Options on the Termination Date shall be
forfeited pursuant to their terms.
5.
Acknowledgement of Prior Agreement. Oren Becker hereby acknowledges
and
declares that on or about October 31, 2000, Oren Becker and the
Company
entered into an Employment Agreement, as amended, a copy of which
is
attached as Exhibit A. Oren Becker further acknowledge and
declares
that certain obligations set forth in that Employment Agreement
will
survive the termination of his employment with the Company,
including
but not limited to the obligations set forth in Section 8
(Proprietary
Rights and Information), Section 9 (Secrecy and Nondisclosure)
and
Section 10 (Non-Competition). Continued Compliances by Oren Becker
with
the foregoing obligations shall be a condition to the exercise of
any
Options pursuant to Section 4 above and the receipt of any
payments
pursuant to Section 6.4 below.
6.
Final accounting: Upon termination Date, the parties will prepare
a
final accounting, pursuant to which the Company shall:
6.1.
Convey to Oren Becker a letter, addressed to Kali Insurance,
the insurance company, instructing that all sums accrued in
the managers insurance policy as a result of the Company's and
Oren Becker's contributions towards severance pay and
compensatory payments - shall be released to Oren Becker;
6.2.
Convey to Oren Becker a letter, addressed
