Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL
RELEASE
This SEPARATION AGREEMENT AND
GENERAL RELEASE (this “ Agreement ”) dated as of
April 25, 2007 (the “ Effective Date ”), is by
and between REDPOINT BIO CORPORATION (formerly LINGUAGEN), a
Delaware corporation, having its principal place of business at
2005 Eastpark Blvd., Cranbury, New Jersey 08512-3515 (the “
Company ”) and SUSAN WELSH (“ Welsh
”).
WHEREAS, Welsh has been be employed
by the Company as President since January 3, 2006;
WHEREAS, as of March 29, 2007 (the
“ Termination Date ”) Welsh’s employment
with the Company shall cease in accordance with her letters of
resignation dated March 30, 2007; and
WHEREAS, in consideration for the
separation benefits and other discretionary amounts provided by
this Agreement, Welsh will agree to the general release of claims
against the Company contained herein.
NOW THEREFORE, in consideration of
the foregoing recitals and the mutual promises and covenants
contained in this Agreement, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1.
Separation of Employment . In consideration for
Welsh’s agreements as set forth herein and in accordance with
the terms of her offer letter dated December 28, 2005, the Company
agrees to the following: (a) to pay Welsh all salary and
vacation that is accrued but unpaid through the Termination Date;
(b) to pay Welsh for valid, outstanding business expenses incurred
through the Termination Date, which she will submit and document in
accordance with Company policy; (c) to provide Welsh with the
following severance benefits (“ Severance
”): (i) her current monthly base salary for six (6)
months following the Termination Date, which shall amount to
$130,000.00 payable in accordance with the Company’s regular
payroll practices, (ii) the continued vesting of stock options for
six (6) months, which will be accelerated in accordance with the
terms set forth in Section 2 below; and (iii) to allow Welsh to
participate in all Company benefit plans for six (6) months
following the Termination Date, at no additional cost to her except
where the plan(s) provide for payment upon conversion of benefits,
and except for any plans in which Welsh’s participation is
prohibited by law or by the terms of the applicable employee
benefit plan. In accordance with her election to decline
health benefits and in lieu of continued participation in any
health benefit plan, Welsh will continue to receive a $150.00
payment monthly, payable in accordance with the Company’s
regular payroll practices, for six months following the Termination
Date. It is understood that the Company will not make any
401(k) or other benefit deductions from the Severance. The
Company shall withhold all applicable state and federal tax from
all payments made pursuant to this Section. Further, should
the Company fail to make a Severance payment in accordance with the
Company’s regular payroll practices as indicated above, all
remaining Severance payments will immediately become due and
payable.
The Company further agrees to pay
Welsh a discretionary amount (“ Enhanced Severance
”) totaling $39,000.00, which is in excess of what Welsh
would otherwise have been entitled to had she not executed this
Agreement. Payment of the Enhanced Severance will
be
made in a lump sum in the next
payroll cycle following the receipt by the Company or its attorneys
of this executed Agreement. The parties acknowledge that the
Enhanced Severance and the extended exercise period set forth in
Section 2 below, constitute good and sufficient consideration for
this Agreement, including, but not limited to, the waiver and
release contained in Section 6.
2.
Options . Pursuant to an Incentive Stock Option
Agreement dated January 3, 2006 (the “ Option
Agreement ”), the Company granted Welsh stock options to
purchase a total of 213, 500 shares of Linguagen common stock at
$0.42 per share. As of the Termination Date and before giving
effect to the recent reverse merger transaction (the “
Reverse Merger ”) between the Company and ROBCOR
PROPERTIES, INC., (“ Robcor ”), Welsh’s
vested options, including accelerated vesting for six (6) months
following the Termination Date, total 88,958 shares (the “
Vested Options ”). Following the Reverse Merger,
the Vested Options total 247,482 shares of Robcor at an exercise
price of $0.15 per share. Such option numbers and exercise
price shall be adjusted in an equitable and non-discriminatory
manner in the event of any future corporate transaction. The
right to exercise any Vested Options shall terminate twelve (12)
months after the Termination Date, on March 29, 2008, which
represents a nine-month extension of the time period provided
in the applicable Option Agreement, attached as Exhibit
A. Welsh further acknowledges and agrees that she is not
entitled to any additional stock options or other form of equity
securities in the Company or Robcor.
3. Taxes
and Withholdings . Except as set forth herein, Welsh
shall be solely responsible for the payment of all federal, state
and local taxes or contributions, other than employer
contributions, imposed or required, if any, under
unemployment insurance, social security and income tax laws that
pertain to the compensation paid to Welsh.
4.
Restrictive Covenants . Welsh hereby acknowledges and
agrees that she has previously entered into a Confidentiality,
Non-Disclosure, Non-Competition and Invention Assignment
Agreement dated January 3, 2006, and which includes restrictions on
competition and solicitation; she shall continue to be bound by the
terms of that agreement.
5. Waiver
and Release by the Company.
5.1 To
the fullest extent permitted by law, excluding and except for any
claims the Company may have under or for breach of this Agreement
and Release, the Company, for itself, its predecessors, divisions,
subsidiaries, officers, directors, shareholders, principals,
agents, employees, affiliates, partners, designees,
representatives, successors and assigns hereby generally releases,
remises, acquits and forever discharges, Welsh from any and all
legally waiveable agreements, promises, liabilities, claims,
demands, rights and entitlements of any kind whatsoever, in law or
equity, whether known or unknown, asserted or unasserted, fixed or
contingent, apparent or concealed, which the Company, its
predecessors, divisions, subsidiaries, officers, directors,
shareholders, principals, agents, employees, affiliates, partners,
designees, representatives, successors and assigns ever had, now
has or hereafter can, shall or may have for, upon, or by reason of
any matter, cause or thing whatsoever existing, arising or
occurring at any time on or prior to the date the Company executes
this Agreement and Release, including, without limitation, any and
all claims arising
out of
or relating to Welsh’s employment, compensation and benefits
with the Company and/or the termination thereof, and any and all
contract claims, benefit claims, tort claims, fraud claims,
commissions, defamation, disparagement, or other personal injury
claims, claims related to any bonus compensation, and claims for
costs, expenses and attorneys’ fees with respect thereto,
except that Welsh’s obligations under this Agreement and
Release shall continue in full force and effect in accordance with
its terms; provided, that, this Paragraph 5.1 will not apply to
illegal acts committed by Welsh which she was not directed to
commit by the Company and with respect to which the Company (i) is
found liable for a material amount of damages by a court of
competent jurisdiction based on a claim by an unrelated third
party; or (ii) in the Company’s sole discretion, the Company
settles a claim by an unrelated third party that is based on
Welsh’s illegal acts for a material amount. The Company
represents and warrants that it has not filed or brought any claims
of any kind or nature relating to the matters released herein, and
it further represents and warrants that it and its officers are not
aware of any claims for matters released herein.
5.2 The
Company further agrees that should any person, organization, or
other entity file, charge, claim, sue, or cause or permit to be
filed any civil action, suit or legal proceeding involving any
matter occurring at any time in the past that is covered by this
Agreement and Release, the Company will not seek or accept personal
equitable or monetary relief in such civil action, suit or legal
proceeding from or against Welsh.
6. Waiver
and Release by Welsh.
6.1 In
consideration of her receipt of the Enhanced Severance, Welsh
hereby generally releases, remises, acquits and forever discharges
the Company and each of its respective agents, assigns,
predecessors, successors, heirs, executors, administrators,
representatives, beneficiaries, attorneys, officers, directors,
shareholders, trustees, successors-in-interest and affiliated
companies (collectively, the “ Rel
