Exhibit 10.48
SEPARATION AGREEMENT AND
GENERAL RELEASE
Neurogen Corporation (Company) and I, Charlie
Ritrovato (Employee), have entered into this Separation Agreement
and General Release (Release) to settle all issues between us
relating in any way to my employment and termination of my
employment with the Company. Except to the extent governed by
federal law, this Release shall be governed by the statutes and
common law of Connecticut, excluding any that mandate the use of
another jurisdiction’s laws. This Release does not release
any claims that I cannot lawfully release.
The Company and I agree as follows:
(a)
In General
: The Company promises that I will
receive the benefits set forth in this section that are conditioned
on my signing and delivering this Release to the Company. I
understand and agree that I am not otherwise entitled to receive
the benefits provided to me under this Release. I may revoke the
waiver of claims in Sections 2 and 3(b) of this Release within 7
days after I sign it, in which case this Release will not go into
effect and I will not receive the amounts or benefits set forth
herein. The revocation must be made in writing to Jeffrey Dill,
Esq., Neurogen Corporation, 35 Northeast Industrial Road, Branford,
Connecticut 06405, within the prescribed seven day period. The
release of claims becomes effective, in the absence of a written
revocation, on the eighth day after signing. The Released Parties,
as defined below, do not need to sign this Release for it to become
fully enforceable.
(b)
Severance Pay and Other
Consideration : My
termination date is December 31, 2006 (“Termination
Date”). I will continue to be an at-will employee and
accordingly may be paid and continue to receive benefits in the
normal course of business through and including my Termination
Date. After my Termination Date, in exchange for this executed
Release and upon expiration of the seven day revocation period
described in Section 1 (a) above, I will receive: a lump sum
payment equivalent to six (6) months of pay ($130, 810.20), and
seventy five percent (75%) of my 2006 “Target Bonus”,
estimated to be twenty-five percent (25%) of my base annual salary
($49,053.85) (“Enhanced Severance Pay”). The gross
Enhanced Severance Pay ($130,810.20 + $49,053.85 = $179,864.05)
shall be subject to all applicable federal, state and local taxes
and withholdings.
In addition to
Enhanced Severance Pay, as further consideration for this Release,
the Company agrees to: (i) forgive the remaining and final twenty
percent (20%) of the $100,000 Promissory Note dated July 9, 2002
between me and the Company (I understand the amount forgiven will
be subject to taxation); and (ii) accelerate the vesting of 5,000
shares of restricted stock I hold in the Company that was scheduled
to vest in May 2007 and will now vest as of January 2,
2007.
(c)
Compensation and Benefit
Plans : In exchange
for this Release, if I elect COBRA coverage and otherwise remain
eligible for coverage, the Company agrees to
continue paying
the Company portion of the premiums on my medical and dental plans
for a period of six (6) months from my Termination Date, through
and including June 30, 2007 (the “Benefit Completion
Date”). If I desire to receive medical and dental plans under
COBRA through the Company, I will be responsible for paying the
employee portion of the premium for my medical and dental plans
(including dependents) by check by the first of each month until
the Benefit Completion Date. The checks should be mailed to Jeffrey
Dill at the address provided above.
Except as
stated in the previous paragraph and paragraphs (i) and (ii) below,
I will cease to be eligible to participate under any stock option,
bonus, incentive compensation, medical, dental, life insurance,
retirement savings, and other compensation or benefit plans of the
Company or any affiliate following my termination of employment.
Thereafter, I will have no rights under any of those plans, except
as follows:
(i) Group Insurance : I will be eligible for the continuation of my
existing medical and dental benefits under COBRA following the
Benefit Completion Date at my own expense. The Company is providing
information to me separately on my rights under
COBRA.
(ii) Qualified Plan Retirement
Benefits : I will retain
my vested benefits, if any, under all qualified retirement plans of
the Company, and all rights associated with such benefits, as
determined under the official terms of those plans.
Payments made
under this Release will not be included in my compensation for
purposes of calculating the benefits to which I am entitled under
any employee benefit program, notwithstanding anything in it to the
contrary.
Section 2 --
Complete
Release
(a)
In General
: I irrevocably and unconditionally
release all the Claims described in Section 2(b) that I may now
have against the Released Parties listed in Section 2(d). I
understand that I am not releasing future claims that arise after
the Termination Date.
(b)
Claims
Released : The
Claims I am releasing under Section 2(a) include all known and
unknown claims, promises, causes of action, or similar rights of
any type that I presently may have (Claims) with respect to any
Released Party listed in Section 2(d). I understand that the Claims
I am releasing might arise under many different foreign, domestic,
national, state, or local laws (including statutes, regulations,
other administrative guidance, and common law doctrines), such as
the following:
Anti-discrimination statutes
, such as the Age Discrimination in
Employment Act and Executive Order 11,141, which prohibit age
discrimination in employment; Title VII of the Civil Rights Act of
1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and
Executive Order 11,246, which prohibit discrimination based on
race, color, national origin, religion, or sex; the Equal Pay Act,
which prohibits paying men and women unequal pay for equal work;
the Americans With Disabilities Act and Sections 503 and 504 of the
Rehabilitation Act of 1973, which prohibit discrimination based on
disability; and any other federal, state, or local laws prohibiting
discrimination, such as the Connecticut Fair Employment Practices
Act, which prohibits discrimination in employment based on actual
or perceived race, religion, color, national origin, ancestry,
physical or mental disability, medical condition, marital status,
sex, age, sexual orientation, or association with a person who has,
or is perceived to have, any of those characteristics.
Federal
employment statutes ,
such as the WARN Act, which requires that advance notice be given
of certain work force reductions; the Employee Retirement Income
Security Act of 1974, which, among other things, protects employee
benefits; the Fair Labor Standards Act of 1938, which regulates
wage and hour matters; the Family and Medical Leave Act of 1993,
which requires employers to provide leaves of absence under certain
circumstances; and any other federal laws relating to employment,
such as veterans’ reemployment rights laws.
Other
laws , such as any
federal, state, or local laws providing workers’ compensation
benefits, mandating leaves of absence, restricting an
employer’s right to terminate employees, or otherwise
regulating employment; any federal, state, or local law enforcing
express or implied employment contracts or requiring an employer to
deal with employees fairly or in good faith; any other federal,
state, or local laws providing recourse for alleged wrongful
discharge, tort, physical or personal injury, emotional distress,
fraud, negligent misrepresentation, defamation, and similar or
related claims, and any other law relating to salary, commission,
compensation, benefits, and other matters, the Connecticut
Workers’ Compensation Act, the Connecticut Family &
Medical Leave Act, which mandates certain leaves of absence, and
Connecticut Labor Law.
Examples of
released claims include,
but are not limited to the following (except to the extent
explicitly preserved by Section 1 or 2(a) of this Release): (i)
Claims that in any way relate to or arose during my employment with
the Company, or the termination of that employment, such as Claims
for compensation, bonuses, commissions, lost wages, or unused
accrued vacation or sick pay; (ii) Claims that in any way relate to
the design or administration of any employee compensation or
benefit program; (iii) Claims that I have irrevocable or vested
rights to severance or similar benefits or to post-employment
health or group insurance benefits; or (iv) any Claims to
attorneys’ fees or other indemnities (such as under the Civil
Rights Attorneys’ Fees Act), with respect to Claims I am
releasing.
(c)
Unknown
Claims : I
understand that I am releasing Claims that I may not know about.
That is my knowing and voluntary intent even though I recognize
that someday I might regret having signed this Release.
Nevertheless, I am assuming that risk and I agree that this Release
shall remain effective in all respects in any such case. I
expressly waive all rights I might have under any law that is
intended to protect me from waiving unknown claims. I understand
the significance of doing so.
(d)
Released
Parties : The
Released Parties are the Company, all current and former parents,
subsidiaries, related companies, partnerships, or joint ventures,
and, with respect to each of them, their predecessors and
successors; and, with respect to each such entity, all of its past,
present, and future employees, officers, directors, stockholders,
owners, representatives, assigns, attorneys, agents, insurers,
employee compensation and benefit programs (and the trustees,
administrators, fiduciaries, and insurers of such programs), and
any other persons acting by, through, under or in concert with any
of the persons or entities listed in this subsection, and their
successors.
(a)
Employment
Termination : I
agree that my employment with the Company and its affiliates ends
on my Termination Date and that I am accepting payments and
benefits under this Release in lieu of any such other rights or
benefits to which I possibly could be or become entitled. No one
has represented to me that the Company or its affiliates will ever
hereafter seek to rehire me.
(b)
Pursuit of
Claims : I have not
filed, initiated, or prosecuted (or caused to be filed, initiated,
or prosecuted) any lawsuit, complaint, charge, action, compliance
review, investigation, or proceeding with respec
