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Exhibit
10.1
Separation Agreement
and General Release
This Separation Agreement and General
Release (Agreement) is made by and between Joseph M. Paiva
(EMPLOYEE) and ORTHOVITA, Inc. (ORTHOVITA) effective this 4th day
of June 2007 (the “Agreement Date”).
EMPLOYEE and ORTHOVITA agree to the
following terms in full and final settlement of all matters
relating to or arising out of EMPLOYEE’s employment and
separation from employment with ORTHOVITA:
| 1. |
Pursuant to Section 5.4 of the Employment Agreement
between EMPLOYEE and ORTHOVITA dated as of April 23, 2003 (the
“Employment Agreement”), EMPLOYEE’s employment
with ORTHOVITA and any positions as an officer or director that
EMPLOYEE may hold with ORTHOVITA or any of its subsidiaries shall
end as of May 7, 2007. EMPLOYEE’s last day of active
work was May 4, 2007, and EMPLOYEE need not perform any duties
in connection with his employment with ORTHOVITA after that day.
ORTHOVITA shall have no obligation, contractual or otherwise, to
hire, re-hire or re-employ him in the future. |
| 2. |
It is agreed that for the promises made herein, EMPLOYEE will
receive the following considerations: |
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a. |
Continue EMPLOYEE’s semi-monthly salary of $8,585.83 and
semi-monthly automobile allowance of $300.00, minus all payroll
deductions required by law or authorized by EMPLOYEE through the
eighteen month period following the Agreement Date. |
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b. |
Orthovita, Inc will pay COBRA premiums for your medical
benefits coverage through the eighteen month period following the
Agreement Date. |
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c. |
ORTHOVITA will provide EMPLOYEE with a payment equal to any
reasonable unreimbursed business expenses through May 4, 2007
and any accrued, unused vacation time through the Agreement
Date. |
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d. |
To the extent EMPLOYEE has received any stock options,
restricted stock or other stock awards that have not yet become
exercisable or vested, they shall become exercisable or vested on
the Agreement Date. Stock options may be exercised in accordance
with the provisions of ORTHOVITA’s 1997 Equity Compensation
Plan, as amended and restated |
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e. |
A pro rata bonus amount of $11,667 payable in accordance with
Section 5.4(b) of the Employment Agreement. |
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f. |
Except as set forth herein, it is expressly agreed and
understood that ORTHOVITA does not have, and will not have, any
obligation to provide EMPLOYEE at any time in the future with any
payments, benefits or considerations other than those recited in
paragraphs 2(a) through 2(e) above, other than any vested benefits
to which EMPLOYEE may be entitled under the terms of
ORTHOVITA’s 401(k) Plan. |
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g. |
EMPLOYEE shall be required to mitigate the amount of any
payment or benefit provided for in this Agreement by seeking other
employment or otherwise, and any remuneration or benefits
attributable to any subsequent employment or position by EMPLOYEE
shall be offset against the payments and/or benefits due to
EMPLOYEE under this Agreement. EMPLOYEE agrees to notify ORTHOVITA
immediately of any subsequent employment or position and, if
EMPLOYEE claims that he is thereafter entitled to further payments
or benefits under this Agreement, to fully disclose his
remuneration and benefits, in form and substance satisfactory to
ORTHOVITA, so that ORTHOVITA may determine the amounts due to
EMPLOYEE hereunder. |
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h. |
ORTHOVITA may withhold from any payments hereunder all federal,
state and local taxes as ORTHOVITA is required to withhold pursuant
to any law or governmental rule or regulation. EMPLOYEE shall bear
all expense of, and be solely responsible for, all federal, state
and local taxes due with respect to any payment received
hereunder. |
| 3. |
Except for
the rights created by this Agreement, EMPLOYEE and his successors,
assigns, heirs and legal representatives, hereby releases, acquits
and forever discharges ORTHOVITA and its representatives, parent
and subsidiary corporations (as the case may be), predecessors,
successors, affiliates, officers, agents, assigns, employees and
attorneys, releasing them from any and all claims, rights,
expenses, debts, demands, costs, contracts, liabilities,
obligations, actions, and causes of action of every nature, known
or unknown, whether in law or in equity, which he had, now has, or
may have which are in any way connected with, or arise out of, any
cause whatsoever, from the beginning of time to the date of this
Agreement, including, but not limited to, any and all matters
relating to EMPLOYEE’s employment with ORTHOVIT
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