Exhibit 10.3
RETIREMENT AGREEMENT AND GENERAL
RELEASE
This RETIREMENT AGREEMENT AND
GENERAL RELEASE (“Agreement”), dated as of
July 16, 2008, is entered into by and between Dyax Corp., a
Delaware corporation with offices at 300 Technology Square,
Cambridge, Massachusetts 02139, U.S.A. (the “Company”),
and Stephen S. Galliker (“Employee”).
RECITALS
A.
Employee has previously notified the
Company of his intention to retire from the Company on the date
hereof.
B.
In recognition of his service to the
Company and in accordance with his intention to retire from full
time employment, the Company has agreed to confer on Employee
certain additional benefits, subject to the terms and conditions of
this Agreement.
In consideration of the foregoing
and mutual covenants contained herein, the parties agree as
follows:
1.
Retirement Date
.
Employee’s retirement shall be
effective as of July 16, 2008 (the “Retirement
Date”) and his employment with the Company shall terminate as
of that date. Employee hereby confirms his resignation from
all offices he holds in the Company and from all other offices he
holds in any of the Company’s direct and indirect
subsidiaries and any affiliates thereof, including without
limitation any employee benefit plans, and agrees to deliver such
further instruments confirming such resignations as the Company may
reasonably request from time to time.
2.
Retirement Pay
.
The Company will pay Employee a lump
sum amount (the “Retirement Payment”) of $150,628, less
legally required and voluntarily authorized deductions. Such
payment will be made within five business days after the 7-day
revocation period in Section 12 has expired.
3.
Insurance and other
Benefits .
(a)
Group Health and Dental
Coverage .
Employee’s group health and dental insurance shall terminate
as of the Retirement Date. Thereafter, Employee may continue
receiving group health and dental coverage at Employee’s own
expense as provided by federal COBRA law. Eligibility to
continue this insurance stops upon the termination of any period
allowed by law.
(b)
Retirement Plans
. Employee shall be entitled
to his vested benefit in the Company’s 401(k) Plan, but
Employee’s ongoing participation in the Company’s
401(k) plan will cease as of the Retirement Date.
Employee will not be able to make contributions out of any
severance pay and Employee’s service credit will cease as of
the Retirement Date.
(c)
Vacation Pay
. Employee confirms and agrees
that he has no accrued and unused paid time off as of the
Retirement Date.
(d)
Stock Options
. Subject to applicable laws and
regulations, the portion of each stock option granted to Employee
pursuant to the Company’s Amended and Restated 1995 Equity
Incentive Plan that is currently exercisable (“vested”)
as of the Retirement Date may be exercised by Employee (or his
estate or his personal representative in the case of his death or
incapacity, respectively) at any time during the period (the
option’s “Option Exercise Period”) beginning on
the date hereof until the earlier of (i) the original
expiration date of the option, which is the tenth anniversary of
the date of grant of such option, or (ii) the first
anniversary of the Retirement Date. Each unexercised stock
option will lapse upon expiration of its respective Option Exercise
Period. The portion of Employee’s stock options that
are not vested as of the Retirement Date will terminate as of the
Retirement Date.
(e)
Cessation of Benefits
. Unless otherwise provided
for expressly in this Agreement, all other benefits shall cease as
of Retirement Date, including without limitation, the accrual of
paid time off.
4.
General Release
.
In consideration of the payment of
continued salary and other benefits set forth in this Agreement,
Employee, on his/her own behalf and on behalf of his/her executors,
heirs, administrators, assigns, and anyone else claiming by,
through or under Employee, irrevocably and unconditionally,
releases, and forever discharges the Company from, and with respect
to, any and all debts, demands, actions, causes of action, suits,
covenants, contracts, wages, bonuses, damages and any and all
claims, demands, liabilities, and expenses (including
attorneys’ fees and costs) whatsoever of any name or nature
both in law and in equity, whether known or unknown
(“Claim”) which Employee now has, ever had or may in
the future have against the Company by reason of any matter, cause
or thing which has happened, developed or occurred before the
signing of this Agreement, including, but not limited to,
(i) any and all claims, asserted or unasserted, arising from
employee’s employment with or separation from the Company,
and specifically including any claims employee may have under any
federal, state or local labor, employment, discrimination, human
rights, civil rights, wage/hour, pension, or tort law, statute,
order, rule, regulation or public policy, including but not limited
to, those arising under the [Age Discrimination in Employment Act,
the Older Workers Benefit Protection Act, the] National Labor
Relations Act, the Fair Labor Standards Act, the Occupational
Safety and Health Act of 1970, the Americans With Disabilities Act
of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights
Act of 1866, the Employee Retirement Income Security Act of 1974,
the Rehabilitation Act of 1973, the Family and Medical Leave Act of
1993, the Equal Pay Act of 1963, the Massachusetts Fair Employment
Practices Act, the Massachusetts Payment of Wages Statute, and
Chapters 149 through 154 of the Massachusetts General Laws,
(ii) those arising under common law, including but not limited
to claims or suits for intentional interference with contractual
relations, breach of the implied covenant of good faith and fair
dealing, breach of contract, wrongful termination, negligent
supervision, negligence, intentional and negligent infliction of
emotional distress, defamation, false imprisonment, libel, and
slander, and (iii) any other action or grievance against the
other party based upon any conduct whatsoever, which has
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