Exhibit 10.1
March 11, 2009
Dr. Paul Ashton
President and CEO
pSivida Corp.
400 Pleasant Street
Watertown, MA 02472
Re: Resignation
Dear Paul:
By this letter (this
“Resignation Letter”) I hereby resign as Vice
President, Finance and Chief Financial Officer of pSivida Corp.
(the “Company”), effective as of the close of business
on March 20, 2009 (the “Resignation Effective
Time”). I also hereby resign, effective as of the Resignation
Effective Time, from all offices and other positions, including as
a member of fiduciary and other committees, with the Company, the
Company’s subsidiaries and the Company’s benefit plans.
Subject to the terms and conditions of this Resignation Letter and
provided that I have delivered to the Company a release of claims
in the form hereto attached as Exhibit A (the
“Release”) within 21 days following the Resignation
Effective Time and do not revoke the Release within the seven-day
period specified in the Release, the Company hereby agrees to
provide me the benefits and payments described in Section 8(c)
of my employment agreement with the Company dated as of
May 16, 2006 (my “Employment Agreement”), as
amended by this Resignation Letter, as though my employment had
been terminated by the Company without Cause or by me for Good
Cause, following adequate prior notice, as of the Resignation
Effective Time. This Resignation Letter amends my Employment
Agreement as follows:
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(1)
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The
requirements under my Employment Agreement for notice prior to
termination of employment will be deemed satisfied by this
Resignation Letter.
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(2)
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The Company
will not make any payments described under Section 8(c)(i) of
my Employment Agreement. Instead, the Company will pay me a total
of $413,149.00 in cash in the following manner: (a) within 2
business days of the effective date of the Release, a lump sum
payment of $37,559, and (b) a lump sum payment of $37,559 on
each of April 30, 2009, May 31,
2009, June 30, 2009, July 31,
2009, August 31, 2009, September 30,
2009, October 31, 2009, November 30,
2009, December 31, 2009 and January 31,
2010.
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(3)
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Notwithstanding the terms of
any agreement to the contrary, including without limitation the
terms of the Non-statutory Stock Option certificate evidencing the
stock option granted to me on September 4, 2008 over 100,000
shares of common stock (the “September 4
th
Option Grant”)
and the Non-statutory Stock Option certificate evidencing the stock
option granted to me on September 10, 2008 over 10,000 shares
of common stock (the “September 10, 2008 Option
Grant”), the September 4 th Option Grant and the
September 10 th Option Grant will be deemed to
have automatically and immediately vested and become exercisable
upon the termination of my employment and, provided the Release
becomes effective as provided above, remain exercisable for a
period of one (1) year following the Resignation Effective
Time. If the Release does not become effective as provided above,
the September 4 th Option Grant and the
September 10 th Option Grant will cease to be
exercisable on the 28th day following the Resignation Effective
Time.
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Except as provided in this Resignation Letter,
the terms of my Employment Agreement shall continue in full force
and effect to the extent provided in my Employment
Agreement.
I also agree that I will not
disparage the Company or any of its employees, officers, directors
or agents in communications with third parties.
I understand that all payments made
to me shall be subject to applicable tax withholding and that the
Company will not be liable for any additional taxes, or any
penalties or interest, with respect to any am
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